Sec Form 4 Filing - SOON-SHIONG PATRICK @ ImmunityBio, Inc. - 2023-09-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SOON-SHIONG PATRICK 2. Issuer Name and Ticker or Trading Symbol ImmunityBio, Inc. [ IBRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) See remarks (Last) (First) (Middle) C/O IMMUNITYBIO, INC., 3530 JOHN HOPKINS COURT 3. Date of Earliest Transaction (MM/DD/YY) 09/11/2023 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/11/2023 J( 1 ) 129,127,017 A $ 1.29 129,227,017 I See footnote ( 2 ) Common Stock 09/11/2023 J( 1 ) 47,557,934 A $ 1.29 47,557,934 I See footnote ( 3 ) Common Stock 09/11/2023 J( 1 ) 32,606,985 A $ 1.29 32,606,985 I See footnote ( 4 ) Common Stock 29,473,932 D Common Stock 261,705,814 I See footnote ( 5 ) Common Stock 8,383,414 I See footnote ( 6 ) Common Stock 7,976,159 I See footnote ( 7 ) Common Stock 5,618,326 I See footnote ( 8 ) Common Stock 9,986,920 I See footnote ( 9 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Amended and Restated Convertible Promissory Note $ 5.67 09/11/2023 J( 1 ) 08/31/2022 09/30/2025 Common Stock ( 1 ) $ 0 $ 0 I See footnote ( 11 ) Amended and Restated Convertible Promissory Note $ 5.67 09/11/2023 J( 1 ) 08/31/2022 09/30/2025 Common Stock ( 1 ) $ 0 $ 0 I See footnote ( 11 ) Second Amended and Restated Convertible Promissory Note $ 5.67 09/11/2023 J( 1 ) 08/31/2022 09/30/2025 Common Stock ( 1 ) $ 0 $ 0 I See footnote ( 12 ) Second Amended and Restated Convertible Promissory Note $ 5.67 09/11/2023 J( 1 ) 08/31/2022 09/30/2025 Common Stock ( 1 ) $ 0 $ 0 I See footnote ( 13 ) Second Amended and Restated Convertible Promissory Note $ 5.67 09/11/2023 J( 1 ) 08/31/2022 09/30/2025 Common Stock ( 1 ) $ 0 $ 0 I See footnote ( 14 ) Convertible Promissory Note $ 1.935 09/11/2023 P ( 15 ) 09/11/2026 Common Stock ( 16 ) $ 200,000,000 $ 200,000,000 I See footnote ( 17 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOON-SHIONG PATRICK C/O IMMUNITYBIO, INC. 3530 JOHN HOPKINS COURT SAN DIEGO, CA92121 X X See remarks Cambridge Equities, LP 9922 JEFFERSON BLVD. CULVER CITY, CA90232 X MP 13 Ventures, LLC 9922 JEFFERSON BLVD. CULVER CITY, CA90232 X CALIFORNIA CAPITAL EQUITY, LLC 9922 JEFFERSON BOULEVARD CULVER CITY, CA90232 X Nant Capital, LLC 450 DULEY ROAD EL SEGUNDO, CA90245 X Signatures /s/ Patrick Soon-Shiong, /s/ Charles Kenworthy, Manager of MP 13 Ventures, on behalf of itself and as General Partner of Cambridge Equities, and /s/ Charles Kenworthy, Manager of California Capital Equity, and Charles Kenworthy, Manager of Nant Capital 09/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 11, 2023, the Issuer, the Issuer's wholly-owned subsidiary NantCell, Inc., Nant Capital, LLC ("Nant Capital"), NantMobile, LLC ("NantMobile") and NantCancerStemCell, LLC ("NCSC" and together with Nant Capital and NantMobile, the "Purchasers"), entered into a Stock Purchase Agreement (the "SPA") pursuant to which the Purchasers exchanged certain existing convertible promissory notes, identified in the SPA as the "Notes," at a price per share of $1.29. As a result of the exchange, the Issuer is forever released and discharged from all its obligations and liabilities under the Notes. ( 2 )Shares held by Nant Capital, an investment vehicle of the reporting person. ( 3 )Shares held by NantMobile. NantWorks, LLC ("NantWorks") is the majority stockholder and an affiliate of NantMobile and may be deemed to have beneficial ownership of the securities held by NantMobile. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the securities held by NantMobile. ( 4 )Shares held by NCSC. NantBio, Inc. ("NantBio") is the sole stockholder and an affiliate of NCSC and may be deemed to have beneficial ownership of the securities held by NCSC. NantWorks is the majority stockholder and an affiliate of NantBio and may be deemed to have beneficial ownership of the securities held by NantBio and its affiliates. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the securities held by NantBio and its affiliates. ( 5 )Shares held by Cambridge Equities, LP ("Cambridge Equities"). MP 13 Ventures, LLC ("MP 13 Ventures") is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the shares held by Cambridge Equities. The reporting person is the sole member of MP 13 Ventures and has voting and dispositive power over the shares held by Cambridge Equities. ( 6 )Shares held by NantBio. NantWorks is the majority stockholder and may be deemed to have beneficial ownership of the shares held by NantBio. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the shares held by NantBio. ( 7 )Shares held by California Capital Equity, LLC ("CalCap"). The reporting person owns all of the equity interests of CalCap and has voting and dispositive power over the shares held by CalCap. ( 8 )Shares held by the Chan Soon-Shiong Family Foundation, an exempt corporation organized under the laws of the State of Delaware (the "Foundation"). The Foundation has the sole power to vote and direct the disposition of all shares directly owned by the Foundation, except to the extent it may be deemed to share such power with the reporting person by virtue of the reporting person's control over the Foundation. The reporting person serves as Chairman of the Foundation. ( 9 )Shares held by NantWorks. CalCap directly owns all of the equity interests of NantWorks and may be deemed to have beneficial ownership of the securities held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and may be deemed to have voting and dispositive power over the securities held by NantWorks. ( 10 )Represents the entire outstanding principal amount and accrued and unpaid interest due as of September 8, 2023. ( 11 )Amended and Restated Convertible Promissory Note held by Nant Capital, an investment vehicle of the reporting person. ( 12 )Second Amended and Restated Convertible Promissory Note held by Nant Capital, an investment vehicle of the reporting person. ( 13 )Second Amended and Restated Convertible Promissory Note held by NantMobile. NantWorks is the majority stockholder and an affiliate of NantMobile and may be deemed to have beneficial ownership of the securities held by NantMobile. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the securities held by NantMobile. ( 14 )Second Amended and Restated Convertible Promissory Note held by NCSC. NantBio is the sole stockholder and an affiliate of NCSC and may be deemed to have beneficial ownership of the securities held by NCSC. NantWorks is the majority stockholder and an affiliate of NantBio and may be deemed to have beneficial ownership of the securities held by NantBio and its affiliates. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the securities held by NantBio and its affiliates. ( 15 )That date upon which an amendment to the Issuers Certificate of Incorporation, as amended, becomes effective pursuant to which the number of authorized shares of the Issuer's common stock is increased from 900,000,000 to 1,350,000,000. ( 16 )Reporting person has the right at any time after the Conversion Date and on or before September 11, 2026 to convert all (but not less than all) of the outstanding principal amount of this Convertible Promissory Note (the "Note") and all (but not less than all) accrued and unpaid interest on this Note into fully paid and nonassessable shares of the Issuer's common stock at a price per share equal to $1.935. ( 17 )Convertible Promissory Note held by Nant Capital, an investment vehicle of the reporting person.

Remarks: Executive Chairman, Global Chief Scientific and Medical Officer

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