Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
ImmunityBio, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
45256X103
(CUSIP Number)
Cambridge Equities, LP
Attn: Charles Kenworthy
9922 Jefferson Boulevard
Culver City, California 90232
(310) 836-6400
With a copy to:
Martin J. Waters
Thomas E. Hornish
Wilson Sonsini Goodrich & Rosati
Professional Corporation
12235 El Camino Real
San Diego, California 92130
(858) 350-2300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 31, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13D
CUSIP No. 45256X103
| (1) |
NAMES OF REPORTING PERSONS
Cambridge Equities, LP | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
WC, AF, OO (See Item 3) | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
None (See Item 5) | ||||
| (8) | SHARED VOTING POWER
261,705,814 shares (See Item 5) | |||||
| (9) | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
| (10) | SHARED DISPOSITIVE POWER
261,705,814 shares (See Item 5) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,705,814 shares (See Item 5) | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.4% (See Item 5)* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | This percentage is calculated based upon (x) 261,705,814 shares of the Issuer’s Common Stock (as defined below) beneficially owned by the Cambridge Equities, LP (“Cambridge Equities”), divided by (y) 400,304,106 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2022. |
13D
CUSIP No. 45256X103
| (1) |
NAMES OF REPORTING PERSONS
MP 13 Ventures, LLC | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
AF (See Item 3) | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
None (See Item 5) | ||||
| (8) | SHARED VOTING POWER
261,705,814 shares (See Item 5) | |||||
| (9) | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
| (10) | SHARED DISPOSITIVE POWER
261,705,814 shares (See Item 5) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,705,814 shares (See Item 5) | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.4% (See Item 5)* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | This percentage is calculated based upon (x) 261,705,814 shares of the Issuer’s Common Stock held by Cambridge Equities, divided by (y) 400,304,106 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed with the SEC on August 8, 2022. MP 13 Ventures, LLC (“MP 13 Ventures”) may be deemed to beneficially own, and share voting power and investment power with Cambridge Equities over, all shares of the Issuer’s Common Stock beneficially owned by Cambridge Equities. |
13D
CUSIP No. 45256X103
| (1) |
NAMES OF REPORTING PERSONS
NantWorks, LLC | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
OO (See Item 3) | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
None (See Item 5) | ||||
| (8) | SHARED VOTING POWER
35,788,231 shares (See Item 5) | |||||
| (9) | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
| (10) | SHARED DISPOSITIVE POWER
35,788,231 shares (See Item 5) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,788,231 shares (See Item 5) | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4% (See Item 5)* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | This percentage is calculated based upon (x) the sum of (i) 9,849,142 shares of the Issuer’s Common Stock that NantWorks, LLC (“NantWorks”) has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; (ii) 8,383,414 shares of the Issuer’s Common Stock held by NantBio, Inc. (“NantBio”); (iii) 10,498,134 shares of the Issuer’s Common Stock that NantMobile, LLC (“NantMobile”) has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; and (iv) 7,057,541 shares of the Issuer’s Common Stock that NantCancerStemCell, LLC (“NantCancerStemCell”) has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note divided by (y) the sum of (i) 400,304,106 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed with the SEC on August 8, 2022; (ii) 9,849,142 shares of the Issuer’s Common Stock that NantWorks has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; (iii) 10,498,134 shares of the Issuer’s Common Stock that NantMobile has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; and (iv) 7,057,541 shares of the Issuer’s Common Stock that NantCancerStemCell has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note. NantBio, NantMobile and NantCancerStemCell are majority-owned subsidiaries of NantWorks and NantWorks shares voting and dispositive power over the shares beneficially owned by NantBio, NantMobile and NantCancerStemCell. NantWorks disclaims beneficial ownership of the shares of the Issuer’s Common Stock beneficially owned by NantBio, NantMobile and NantCancerStemCell except to the extent of their pecuniary interest. |
13D
CUSIP No. 45256X103
| (1) |
NAMES OF REPORTING PERSONS
Nant Capital, LLC | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
OO (See Item 3) | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
None (See Item 5) | ||||
| (8) | SHARED VOTING POWER
28,267,710 shares (See Item 5) | |||||
| (9) | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
| (10) | SHARED DISPOSITIVE POWER
28,267,710 shares (See Item 5) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,267,710 shares (See Item 5) | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6% (See Item 5)* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | This percentage is calculated based upon (x) the sum of (i) 100,000 shares of the Issuer’s Common Stock held by Nant Capital, LLC (“Nant Capital”); and (ii) 28,167,710 shares of the Issuer’s Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of certain promissory notes divided by (y) the sum of (i) 400,304,106 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed with the SEC on August 8, 2022; and (ii) 28,167,710 shares of the Issuer’s Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of certain promissory notes. |
13D
CUSIP No. 45256X103
| (1) |
NAMES OF REPORTING PERSONS
California Capital Equity, LLC | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
OO (See Item 3) | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
None (See Item 5) | ||||
| (8) | SHARED VOTING POWER
72,032,100 shares (See Item 5) | |||||
| (9) | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
| (10) | SHARED DISPOSITIVE POWER
72,032,100 shares (See Item 5) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,032,100 shares (See Item 5) | |||||
| (12) | &#x A0;CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% (See Item 5)* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | This percentage is calculated based upon (x) the sum of (i) 7,976,159 shares of the Issuer’s Common Stock held by California Capital Equity, LLC (“California Capital”); (ii) 9,849,142 shares of the Issuer’s Common Stock that NantWorks has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; (iii) 100,000 shares of the Issuer’s Common Stock held by Nant Capital; (iv) 28,167,710 shares of the Issuer’s Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of certain promissory notes; (v) 8,383,414 shares of the Issuer’s Common Stock held by NantBio, (vi) 10,498,134 shares of the Issuer’s Common Stock that NantMobile has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; and (vii) 7,057,541 shares of the Issuer’s Common Stock that NantCancerStemCell has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note divided by (y) the sum of (i) 400,304,106 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed with the SEC on August 8, 2022; (ii) 9,849,142 shares of the Issuer’s Common Stock that NantWorks has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; (iii) 28,167,710 shares of the Issuer’s Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of certain promissory notes; (iv) 10,498,134 shares of the Issuer’s Common Stock that NantMobile has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; and (v) 7,057,541 shares of the Issuer’s Common Stock that NantCancerStemCell has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note. NantWorks and Nant Capital are wholly-owned subsidiaries of California Capital. NantBio, NantMobile, and NantCancerStemCell are majority-owned subsidiaries of NantWorks. California Capital shares voting and dispositive power over the shares beneficially owned by NantWorks, NantBio, NantMobile, NantCancerStemCell, and Nant Capital. California Capital disclaims beneficial ownership of the shares of the Issuer’s Common Stock beneficially owned by NantWorks, NantBio, NantMobile, NantCancerStemCell, and Nant Capital except to the extent of their pecuniary interest. |
13D
CUSIP No. 45256X103
| (1) |
NAMES OF REPORTING PERSONS
Patrick Soon-Shiong | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
PF, AF, OO (See Item 3) | |||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
30,399,996 (See Item 5) | ||||
| (8) | SHARED VOTING POWER
339,356,240 shares (See Item 5) | |||||
| (9) | SOLE DISPOSITIVE POWER
30,399,996 (See Item 5) | |||||
| (10) | SHARED DISPOSITIVE POWER
339,356,240 shares (See Item 5) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,756,236 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.9% (See Item 5)* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| * | This percentage is calculated based upon (x) the sum of (i) 29,473,932 shares of the Issuer’s Common Stock held by Dr. Patrick Soon-Shiong; (ii) 926,064 shares of the Issuer’s Common Stock that Dr. Soon-Shiong has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the exercise of vested options; (iii) 261,705,814 shares of the Issuer’s Common Stock held by the Cambridge Equities; (iv) 7,976,159 shares of the Issuer’s Common Stock held by California Capital; (v) 9,849,142 shares of the Issuer’s Common Stock that NantWorks has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; (vi) 100,000 shares of the Issuer’s Common Stock held by Nant Capital; (vii) 28,167,710 shares of the Issuer’s Common Stock that Nant Capital has the right to acquire from the issuer within 60 days of August 31, 2022 pursuant to the conversion of certain promissory notes; (viii) 8,383,414 shares of the Issuer’s Common Stock held by NantBio; (ix) 10,498,134 shares of the Issuer’s Common Stock that NantMobile has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; (x) 7,057,541 shares of the Issuer’s Common Stock that NantCancerStemCell has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; and (xi) 5,618,326 shares of the Issuer’s Common Stock held by the Chan Soon-Shiong Family Foundation divided by (y) the sum of (i) 400,304,106 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed with the SEC on August 8, 2022; (ii) 926,064 shares of the Issuer’s Common Stock that Dr. Soon-Shiong has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the exercise of vested options; (iii) 9,849,142 shares of the Issuer’s Common Stock that NantWorks has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; (iv) 28,167,710 shares of the Issuer’s Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of certain promissory notes; (v) 10,498,134 shares of the Issuer’s Common Stock that NantMobile has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note; and (vi) 7,057,541 shares of the Issuer’s Common Stock that NantCancerStemCell has the right to acquire from the Issuer within 60 days of August 31, 2022 pursuant to the conversion of a promissory note. 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 beneficially owned by Cambridge Equities, California Capital, NantWorks, NantBio, NantMobile, NantCancerStemCell, Nant Capital, and the Chan Soon-Shiong Family Foundation. Dr. Soon-Shiong disclaims beneficial ownership of the shares of the Issuer’s Common Stock beneficially owned by Cambridge Equities, California Capital, NantWorks, NantBio, NantMobile, NantCancerStemCell, Nant Capital, and the Chan Soon-Shiong Family Foundation except to the extent of his pecuniary interest. |
Explanatory Note: This Amendment No. 7 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, and Amendment No. 6 thereto filed with the SEC on March 12, 2021. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 have the meanings set forth in the Schedule 13D. Among other things, this Amendment No. 7 adds Nant Capital, LLC as a Reporting Person and removes the Chan Soon-Shiong Family Foundation and NantBio, Inc. as Reporting Persons.
Item 2. Identity and Background.
Item 2 of this Schedule 13D is hereby amended and restated as follows:
(a), (f) This Schedule 13D is being filed jointly by:
| (i) | Dr. Patrick Soon-Shiong, a natural person and citizen of the United States; |
| (ii) | Cambridge Equities, LP, a limited partnership organized under the laws of the State of Delaware (“Cambridge Equities”); |
| (iii) | MP 13 Ventures, LLC, a limited liability company organized under the laws of the State of Delaware (“MP 13 Ventures”); |
| (iv) | NantWorks, LLC, a limited liability company organized under the laws of the State of Delaware (“NantWorks”); |
| (v) | Nant Capital, LLC, a limited liability company organized under the laws of the State of Delaware (“Nant Capital”); and |
| (vi) | California Capital Equity, LLC, a limited liability company organized under the laws of the State of Delaware (“California Capital”) |
The persons and entities listed in items (i) through (vi) 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, as applicable, of each of Dr. Patrick Soon-Shiong, Cambridge Equities, MP 13 Ventures, and California Capital is 9922 Jefferson Boulevard, Culver City, California 90232. The address of the principal business and principal office, as applicable, of each of NantWorks, Nant Capital, and Messrs. Kenworthy and Morse is 9920 Jefferson Boulevard, Culver City, California 90232.
(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 and 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 majority 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).
(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. Source and Amount of Funds or Other Consideration.
Item 3 of this Schedule 13D is hereby amended by the addition of the following:
Amendment and Restatement of Fixed-Rate Promissory Notes due September 30, 2025
The Issuer had six outstanding fixed-rate promissory notes with Nant Capital, NantWorks, NantCancerStemCell, and NantMobile in an aggregate amount of $315.1 million, including accrued interest, as of August 31, 2022. These notes bear interest at rates ranging from 3.0% to 6.0% per annum, provide that the outstanding principal is due and payable on September 30, 2025, and accrued and unpaid interest is payable either upon maturity or, with respect to one of the notes, on a quarterly basis. The Issuer may prepay the outstanding principal amount of any advance under such notes, together with accrued and unpaid interest, at any time, in whole or in part, without premium or penalty, subject to an advance notice period of at least five business days, during which the lender can convert the amount requested to be prepaid by the Issuer into shares of the Issuer’s Common Stock, as part of the amendment and restatement described below.
On August 31, 2022, the terms of each fixed-rate promissory note were amended and restated to include a conversion feature that gives each lender the right at any time, at its sole option, to convert the entire outstanding principal amount and accrued and unpaid interest due under each note at the time of conversion into shares of the Issuer’s Common Stock at a price of $5.67 per share. No other material terms or conditions of these fixed-rate promissory notes were modified as part of these amendments.
Item 5. Interest in Securities of the Issuer.
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 65.4% of the outstanding Common Stock. 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 9,849,142 shares of the Issuer’s Common Stock. NantWorks is the majority shareholder of NantBio, which beneficially owns 8,383,314 shares of the Issuer’s Common Stock, NantMobile, which has the right to acquire 10,498,134 shares of the Issuer’s Common Stock within 60 days of August 31, 2022 pursuant to the conversion of a promissory note, and NantCancerStemCell, which has the right to acquire 7,057,541 shares of the Issuer’s Common Stock within 60 days of August 31, 2022 pursuant to the conversion of a promissory note, 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, 35,788,231 shares of the Issuer’s Common Stock, representing approximately 8.4% of the outstanding Common Stock of the Issuer.
Nant Capital beneficially owns, in the aggregate, 28,267,710 shares of the Issuer’s Common Stock, consisting of 100,000 shares of the Issuer’s Common Stock directly owned by Nant Capital and 28,167,710 shares of the Issuer’s Common Stock that may be acquired by Nant Capital within 60 days of August 31, 2022 pursuant to the conversion of certain promissory notes, representing approximately 6.6% of the outstanding Common Stock of the Issuer.
California Capital beneficially owns 7,976,159 shares of the Issuer’s Common Stock. California Capital owns a majority of the shares of NantWorks and Nant Capital 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, Nant Capital, NantBio, NantMobile and NantCancerStemCell. As a result, California Capital may be deemed to beneficially own, in the aggregate, 72,032,100 shares of the Issuer’s Common Stock, representing approximately 15.8% of the outstanding Common Stock of the Issuer.
Dr. Soon-Shiong beneficially owns 30,399,996 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 926,064 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 30,399,996 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, 369,756,236 shares of the Issuer’s Common Stock, representing approximately 80.9% of the 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) 400,304,106 shares of the Issuer’s Common Stock outstanding as of August 8, 2022 as provided by the Issuer, and (ii) in the case of (w) NantWorks, an aggregate of 27,404,817 shares of the Issuer’s Common Stock issuable to NantWorks, NantMobile and NantCancerStemCell upon the conversion of certain promissory notes, (x) Nant Capital, 28,167,710 shares of the Issuer’s Common Stock issuable to Nant Capital upon the conversion of certain promissory notes, (y) California Capital, 55,572,527 shares of the Issuer’s Common Stock issuable to NantBio, NantMobile, NantCancerStemCell, and Nant Capital upon the conversion of certain promissory notes and (z) Dr. Soon-Shiong, 55,572,527 shares of the Issuer’s Common Stock issuable upon the conversion of certain promissory notes to NantBio, NantMobile, NantCancerStemCell and Nant Capital and options to purchase a total of 926,024 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.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits:
| Exhibit |
Description | |
| 99.1* | Joint Filing Agreement, dated as of December 6, 2022, by and among Cambridge Equities, LP, MP 13 Ventures, LLC, NantWorks, LLC, Nant Capital, LLC, California Capital Equity, LLC, and Patrick Soon-Shiong. | |
| 99.2 | Nominating Agreement by and between the Issuer and Cambridge Equities, LP, dated June 18, 2015 (incorporated by reference to Exhibit 4.1 to the Issuer’s Registration Statement on Form S-1 (File No. 333-205124) filed with the SEC on June 19, 2015). | |
| 99.3 | Registration Rights Agreement by and between the Issuer and Cambridge Equities, LP, dated December 23, 2014 (incorporated by reference to Exhibit 4.3 to the Issuer’s Registration Statement on Form S-1 (File No. 333-205124) filed with the SEC on June 19, 2015). | |
| * | Filed herewith. |
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: December 6, 2022
| CAMBRIDGE EQUITIES, LP | ||
| By: MP 13 Ventures, LLC, its General Partner | ||
| By: | /s/ Charles Kenworthy | |
| Its: | Manager | |
| MP 13 VENTURES, LLC | ||
| By: | /s/ Charles Kenworthy | |
| Its: | Manager | |
| NANTWORKS, LLC | ||
| By: | /s/ Robert Morse | |
| Its: | CFO | |
| NANT CAPITAL, LLC | ||
| By: | /s/ Charles Kenworthy | |
| Its: | Manager | |
| CALIFORNIA CAPITAL EQUITY, LLC | ||
| By: | /s/ Charles Kenworthy | |
| Its: | Manager | |
| PATRICK SOON-SHIONG | ||
| /s/ Patrick Soon-Shiong | ||