04/02/2026 | Press release | Distributed by Public on 04/02/2026 18:09
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Second Amended and Restated Convertible Promissory Note | $5.427 | 03/31/2026 | C(9) | $25,000,000 | 12/10/2024 | 12/31/2027 | Common Stock | (9) | $ 0 | $480,000,000 | I | See footnote(1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SOON-SHIONG PATRICK C/O IMMUNITYBIO, INC. 3530 JOHN HOPKINS COURT SAN DIEGO, CA 92121 |
X | X | See remarks | |
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CALIFORNIA CAPITAL EQUITY, LLC 450 DULEY ROAD EL SEGUNDO, CA 90245 |
X | |||
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Cambridge Equities, LP 450 DULEY ROAD EL SEGUNDO, CA 90245 |
X | |||
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MP 13 Ventures, LLC 450 DULEY ROAD EL SEGUNDO, CA 90245 |
X | |||
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Nant Capital, LLC 450 DULEY ROAD EL SEGUNDO, CA 90245 |
X | |||
| /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 Manager of Nant Capital | 04/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Shares held by Nant Capital, LLC, an investment vehicle of the Reporting Person. |
| (2) | 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. |
| (3) | Shares held by NantBio, Inc. ("NantBio"). NantWorks, LLC ("NantWorks") is the majority stockholder and an affiliate of NantBio 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |
| (7) | Shares held by NantMobile, LLC ("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. |
| (8) | Shares held by NantCancerStemCell, LLC ("NantCancerStemCell"). NantBio is the majority stockholder and an affiliate of NantCancerStemCell and may be deemed to have beneficial ownership of the securities held by NantCancerStemCell. 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. |
| (9) | Nant Capital has the right at any time after December 10, 2024 and on or before December 31, 2027 to convert all or a portion of the outstanding principal amount of this Second Amended and Restated Promissory Note, as amended January 23, 2026, into fully paid and nonassessable shares of the Issuer's common stock at a price per share equal to $5.427. On March 31, 2026, Nant Capital delivered notice to the Issuer electing to convert outstanding principal in the amount of $25,000,000 into 4,606,596 shares of the Issuer's common stock. |
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Remarks: Founder, Executive Chairman, Global Chief Scientific and Medical Officer |
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