Sec Form 13D Filing - Cambridge Equities LP filing for IMMUNITYBIO INC (IBRX) - 2024-01-03

13D

CUSIP No. 45256X103

13D

CUSIP No. 45256X103

Explanatory Note: This Amendment No. 10 amends and supplements the Schedule 13D (as so amended, this “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2015, by the Reporting Persons (as defined below), with respect to the common stock, par value $0.0001 per share (“Common Stock”), of ImmunityBio, Inc. (formerly known as NantKwest, Inc.), a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 thereto filed with the SEC on October 23, 2015, Amendment No. 2 thereto filed with the SEC on July 11, 2016, Amendment No. 3 thereto filed with the SEC on April 1, 2019, Amendment No. 4 thereto filed with the SEC on June 29, 2020, Amendment No. 5 thereto filed with the SEC on December 21, 2020, Amendment No. 6 thereto filed with the SEC on March 12, 2021, Amendment No. 7 thereto filed with the SEC on December 7, 2022, Amendment No. 8 thereto filed with the SEC on May 23, 2023 and Amendment No. 9 thereto filed with the SEC on September 11, 2023. Capitalized terms used herein and not otherwise defined in this Amendment No. 10 have the meanings set forth in the Schedule 13D. Among other things, this Amendment No. 10 reflects changes in ownership of the Reporting Persons as a result of an Amended and Restated Promissory Note dated December 29, 2023 between the Issuer and Nant Capital to extend the maturity dates of certain existing promissory notes with an aggregate principal amount of approximately $505 million held by Nant Capital from December 31, 2024 to December 31, 2025, and to allow Nant Capital, in its sole discretion, to convert up to an aggregate of $380 million of principal, plus accrued and unpaid interest thereon, into shares of Common Stock at a price per share of $8.27.

Item 2 of this Schedule 13D is hereby amended and restated as follows:

(a), (f) This Schedule 13D is being filed jointly by:

The persons and entities listed in items (i) through (vii) above are collectively referred to herein as the “Reporting Persons.”

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 99.1.

(b) The address of the principal business and principal office of Dr. Patrick Soon-Shiong is c/o ImmunityBio, Inc., 3530 John Hopkins Court, San Diego, California 92121. The address of the principal business and principal office, as applicable, of each of Cambridge Equities, MP 13 Ventures, and California Capital is 450 Duley Road, El Segundo, California 90245. The address of the principal business and principal office, as applicable, of each of NantWorks, Nant Capital, NantMobile and Messrs. Kenworthy and Morse is 450 Duley Road, El Segundo, California 90245.

(c) The principal business of Cambridge Equities is investment. MP 13 Ventures is the general partner of Cambridge Equities and thus may be deemed to control Cambridge Equities. The principal business of MP 13 Ventures is investment. Dr. Soon-Shiong is the sole member of MP 13 Ventures and thus may be deemed to control MP 13 Ventures and each entity directly or indirectly controlled by MP 13 Ventures (including Cambridge Equities). The principal business of Nant Capital is investment. The principal business of California Capital is investment. California Capital is the sole shareholder of NantWorks. Dr. Soon Shiong is the sole member of Nant Capital and thus may be deemed to control Nant Capital. Dr. Soon-Shiong is the sole member of California Capital and thus may be deemed to control California Capital. Dr. Soon-Shiong is the Executive Chairman and Global Chief Scientific and Medical Officer of the Issuer.

NantWorks is principally engaged in the business of being a holding company for healthcare and technology companies. NantWorks is the majority stockholder of NantBio, NantCancerStemCell, and NantMobile and thus may be deemed to control NantBio, NantCancerStemCell, and NantMobile. NantBio is the sole shareholder of NantCancerStemCell. Dr. Soon-Shiong indirectly beneficially owns all of the equity interests in NantWorks and thus may be deemed to control NantWorks and each entity directly or indirectly controlled by NantWorks (including NantBio, NantCancerStemCell, and NantMobile). NantMobile is in the business of technology solutions utilizing image recognition technology.

(d) During the past five years, none of the Reporting Persons, or to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons, or to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of this Schedule 13D is hereby amended by the addition of the following:

On December 29, 2023, ImmunityBio, Inc. (the “Company”) and Nant Capital entered into an Amended and Restated Promissory Note pursuant to which the Company and Nant Capital agreed to extend the maturity dates of certain existing promissory notes with an aggregate principal amount of approximately $505 million held by Nant Capital from December 31, 2024 to December 31, 2025, and to allow Nant Capital, in its sole discretion, to convert up to an aggregate of $380 million of principal, plus accrued and unpaid interest thereon, into shares of Common Stock at a price per share of $8.27.

The disclosure in Item 5 is hereby amended and restated as follows:

(a) and (b) Cambridge Equities beneficially owns 261,705,814 shares of the Issuer’s Common Stock, representing approximately 39.0% of the issued and outstanding Common Stock of the Issuer. MP 13 Ventures may be deemed to beneficially own, and share voting power and investment power with Cambridge Equities over, all shares of Common Stock beneficially owned by Cambridge Equities.

NantWorks beneficially owns 9,986,920 shares of the Issuer’s Common Stock. NantWorks is the majority shareholder of NantBio, which beneficially owns 8,383,414 shares of the Issuer’s Common Stock, NantMobile, which beneficially owns 47,557,934 shares of the Issuer’s Common Stock, and NantCancerStemCell, which beneficially owns 32,606,985 shares of the Issuer’s Common Stock, and as a result may be deemed to beneficially own, and share voting power and investment power over, all of the shares of the Issuer’s Common Stock described above as being beneficially owned by NantBio, NantMobile and NantCancerStemCell. As a result, NantWorks may be deemed to beneficially own, in the aggregate, 98,535,253 shares of the Issuer’s Common Stock, representing approximately 14.7% of the issued and outstanding Common Stock of the Issuer.

NantMobile beneficially owns 47,557,934 shares of the Issuer’s Common Stock, representing approximately 7.1% of the issued and outstanding Common Stock of the Issuer.

Nant Capital beneficially owns, in the aggregate, 291,693,297 shares of the Issuer’s Common Stock, consisting of 129,227,017 shares of the Issuer’s Common Stock directly owned by Nant Capital and 162,466,280 shares of the Issuer’s Common Stock that may be acquired by Nant Capital within 60 days of December 29, 2023 pursuant to the conversion of certain promissory notes, representing approximately 35.0% of the issued and outstanding Common Stock of the Issuer.

California Capital beneficially owns 7,976,159 shares of the Issuer’s Common Stock. California Capital is the sole shareholder of NantWorks and may be deemed to beneficially own, and share voting power and investment power over, all of the shares of the Issuer’s Common Stock described above as being beneficially owned by NantWorks, NantBio, NantMobile and NantCancerStemCell. As a result, California Capital may be deemed to beneficially own, in the aggregate, 106,511,412 shares of the Issuer’s Common Stock, representing approximately 15.9% of the issued and outstanding Common Stock of the Issuer.

Dr. Soon-Shiong beneficially owns 30,633,330 shares of the Issuer’s Common Stock, which consists of 29,473,932 shares of the Issuer’s Common Stock directly owned by Dr. Soon-Shiong and options to purchase a total of 1,159,398 shares of the Issuer’s Common Stock held by Dr. Soon-Shiong that are fully-vested. Dr. Soon-Shiong has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 30,633,330 shares of the Issuer’s Common Stock. In addition, Dr. Soon-Shiong may be deemed to beneficially own, and share voting power and investment power over, all shares of the Issuer’s Common Stock described above as being beneficially owned by Cambridge Equities, NantWorks, NantBio, NantMobile, NantCancerStemCell, Nant Capital and California Capital, as well as 5,618,326 shares of the Issuer’s Common Stock held by the Chan Soon-Shiong Family Foundation, an exempt corporation organized under the laws of the State of Delaware, of which Dr. Soon-Shiong is the Chairman. As a result, Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 696,162,179 shares of the Issuer’s Common Stock, representing approximately 83.5% of the issued and outstanding Common Stock of the Issuer.

For purposes of this Item 5(a) and (b), the percentages are calculated based upon (x) the shares of the Issuer’s Common Stock beneficially owned by the Reporting Person, divided by (y) the sum of (i) 670,331,089 shares of the Issuer’s Common Stock issued and outstanding as of December 29, 2023 as provided by the Issuer, and (ii) in the case of (y) Nant Capital, 162,466,280 shares of the Issuer’s Common Stock issuable to Nant Capital upon the conversion of convertible promissory notes and (z) Dr. Soon-Shiong, 162,466,280 shares of the Issuer’s Common Stock issuable upon the conversion of certain promissory notes to Nant Capital and options to purchase a total of 1,159,398 shares of the Issuer’s Common Stock held by Dr. Soon-Shiong that are fully-vested.

(c) The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.

(d) To the knowledge of the Reporting Persons, other than as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it.

(e) Not applicable.

The following documents are filed as exhibits:

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct.

Dated: January 3, 2024

Exhibit Index