SEC Form SC 13D/A filed by ImmunityBio Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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
450 Duley Road
El Segundo, California 90245 (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)
December 29, 2023
(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 BENFICIALLY 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)
39.0% (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 Cambridge Equities, LP (“Cambridge Equities”), divided by (y) 670,331,089 shares of the Issuer’s Common Stock issued and outstanding, as of December 29, 2023, as provided by the Issuer. |
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 BENFICIALLY 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)
39.0% (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) 670,331,089 shares of the Issuer’s Common Stock issued and outstanding, as of December 29, 2023, as provided by the Issuer. 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 BENFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
None (See Item 5) | ||||
| (8) | SHARED VOTING POWER
98,535,253 shares (See Item 5) | |||||
| (9) | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
| (10) | SHARED DISPOSITIVE POWER
98,535,253 shares (See Item 5) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,535,253 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)
14.7% (See Item 5)* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | This percentage is calculated based upon (x) the sum of (i) 9,986,920 shares of the Issuer’s Common Stock held by NantWorks, LLC (“NantWorks”); (ii) 8,383,414 shares of the Issuer’s Common Stock held by NantBio, Inc. (“NantBio”); (iii) 47,557,934 shares of the Issuer’s Common Stock held by NantMobile, LLC (“NantMobile”); and (iv) 32,606,985 shares of the Issuer’s Common Stock held by NantCancerStemCell, LLC (“NantCancerStemCell”) divided by (y) 670,331,089 shares of the Issuer’s Common Stock issued and outstanding, as of December 29, 2023, as provided by the Issuer. 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
NantMobile, 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 BENFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
None (See Item 5) | ||||
| (8) | SHARED VOTING POWER
47,557,934 shares (See Item 5) | |||||
| (9) | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
| (10) | SHARED DISPOSITIVE POWER
47,557,934 shares (See Item 5) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,557,934 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)
7.1% (See Item 5)* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | This percentage is calculated based upon (x) 47,557,934 shares of the Issuer’s Common Stock held by NantMobile divided by (y) 670,331,089 shares of the Issuer’s Common Stock issued and outstanding, as of December 29, 2023, as provided by the Issuer. |
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 BENFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
None (See Item 5) | ||||
| (8) | SHARED VOTING POWER
291,693,297 shares (See Item 5) | |||||
| (9) | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
| (10) | SHARED DISPOSITIVE POWER
291,693,297 shares (See Item 5) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,693,297 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)
35.0% (See Item 5)* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | This percentage is calculated based upon (x) the sum of (i) 129,227,017 shares of the Issuer’s Common Stock held by Nant Capital, LLC (“Nant Capital”); and (ii) 162,466,280 shares of the Issuer’s Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of December 29, 2023 pursuant to the conversion of certain promissory notes 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) 162,466,280 shares of the Issuer’s Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of December 29, 2023 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 BENFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
None (See Item 5) | ||||
| (8) | SHARED VOTING POWER
106,511,412 shares (See Item 5) | |||||
| (9) | SOLE DISPOSITIVE POWER
None (See Item 5) | |||||
| (10) | SHARED DISPOSITIVE POWER
106,511,412 shares (See Item 5) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,511,412 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)
15.9% (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) 9,986,920 shares of the Issuer’s Common Stock held by NantWorks; (iii) 8,383,414 shares of the Issuer’s Common Stock held by NantBio, (iv) 47,557,934 shares of the Issuer’s Common Stock held by NantMobile; and (v) 32,606,985 shares of the Issuer’s Common Stock held by NantCancerStemCell divided by (y) 670,331,089 shares of the Issuer’s Common Stock issued and outstanding, as of December 29, 2023, as provided by the Issuer. NantWorks is a wholly-owned subsidiary 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, and NantCancerStemCell. California Capital disclaims beneficial ownership of the shares of the Issuer’s Common Stock beneficially owned by NantWorks, NantBio, NantMobile, and NantCancerStemCell, 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 BENFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | SOLE VOTING POWER
30,633,330 (See Item 5) | ||||
| (8) | SHARED VOTING POWER
665,528,849 shares (See Item 5) | |||||
| (9) | SOLE DISPOSITIVE POWER
30,633,330 (See Item 5) | |||||
| (10) | SHARED DISPOSITIVE POWER
665,528,849 shares (See Item 5) | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,162,179 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)
83.5% (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) 1,159,398 shares of the Issuer’s Common Stock that Dr. Soon-Shiong has the right to acquire from the Issuer within 60 days of December 29, 2023 pursuant to the exercise of vested options; (iii) 261,705,814 shares of the Issuer’s Common Stock held by Cambridge Equities; (iv) 7,976,159 shares of the Issuer’s Common Stock held by California Capital; (v) 9,986,920 shares of the Issuer’s Common Stock held by NantWorks; (vi) 129,227,017 shares of the Issuer’s Common Stock held by Nant Capital; (vii) 162,466,280 shares of the Issuer’s Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of December 29, 2023 pursuant to the conversion of certain promissory notes; (viii) 8,383,414 shares of the Issuer’s Common Stock held by NantBio; (ix) 47,557,934 shares of the Issuer’s Common Stock held by NantMobile; (x) 32,606,985 shares of the Issuer’s Common Stock held by NantCancerStemCell; 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) 670,331,089 shares of the Issuer’s Common Stock issued and outstanding, as of December 29, 2023, as provided by the Issuer; (ii) 1,159,398 shares of the Issuer’s Common Stock that Dr. Soon-Shiong has the right to acquire from the Issuer within 60 days of December 29, 2023 pursuant to the exercise of vested options; and (iii) 162,466,280 shares of the Issuer’s Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of December 29, 2023 pursuant to the conversion of certain promissory notes. 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. 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. | 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) | NantMobile, LLC, a limited liability company organized under the laws of the State of Delaware (“NantMobile”); |
| (vi) | Nant Capital, LLC, a limited liability company organized under the laws of the State of Delaware (“Nant Capital”); and |
| (vii) | 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 (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. | Source and Amount of Funds or Other Consideration. |
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.
| 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 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.
| 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 September 21, 2023, by and among Cambridge Equities, LP, MP 13 Ventures, LLC, NantWorks, LLC, NantMobile, LLC, Nant Capital, LLC, California Capital Equity, LLC, and Patrick Soon-Shiong (incorporated by reference to Exhibit 99.1 to the Sch 13D/A (Amendment No. 9) filed with the SEC by the Reporting Persons on September 21, 2023). | |
| 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). | |
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
| 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 | |
| NANTMOBILE, 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 | ||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Joint Filing Agreement, dated as of September 21, 2023, by and among Cambridge Equities, LP, MP 13 Ventures, LLC, NantWorks, LLC, NantMobile, LLC, Nant Capital, LLC, California Capital Equity, LLC, and Patrick Soon-Shiong (incorporated by reference to Exhibit 99.1 to the Sch 13D/A (Amendment No. 9) filed with the SEC by the Reporting Persons on September 21, 2023). | |
| 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). | |