8-K: ImmunityBio Amends $505M Convertible Note Terms

ImmunityBio, Inc. has amended a $505 million convertible promissory note held by Nant Capital, LLC, allowing for partial conversion into common stock.

Summary

• ImmunityBio, Inc. (the Company) entered into a letter amendment (the Convertible Note Amendment) on January 23, 2026, to its convertible Second Amended and Restated Promissory Note.
• The original Convertible Promissory Note, dated December 10, 2024, has an outstanding principal amount of $505.0 million.
• The holder of the note is Nant Capital, LLC, an entity affiliated with Dr. Patrick Soon-Shiong, the Company's Executive Chairman and Global Chief Scientific and Medical Officer.
• The original note did not permit partial conversion of the outstanding principal amount.
• The Convertible Note Amendment now allows Nant Capital, LLC to convert any portion of the outstanding principal amount into fully paid and nonassessable shares of the Company's common stock at any time prior to the maturity date.
• No other changes were made to the terms of the Convertible Promissory Note.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the potential for significant shareholder dilution from the conversion of a large related-party debt, despite the added flexibility for the note holder and potential debt reduction for the company. The lack of a specified conversion price adds uncertainty.

Positives

• The amendment provides flexibility for the note holder, Nant Capital, LLC, to manage its investment.
• Potential for the Company to reduce its debt burden if Nant Capital, LLC elects to convert the note into equity.

Negatives

• The amendment introduces the potential for significant shareholder dilution if Nant Capital, LLC converts a substantial portion or all of the $505.0 million note into common stock.
• The specific conversion price is not disclosed in the filing, making it difficult to assess the exact dilution impact on existing shareholders.

Risks

• **Shareholder Dilution:** Conversion of the $505.0 million principal amount into common stock could significantly dilute the ownership percentage of existing shareholders.
• **Related Party Transaction Scrutiny:** The note holder, Nant Capital, LLC, is affiliated with the Company's Executive Chairman, Dr. Patrick Soon-Shiong, which may raise questions regarding potential conflicts of interest or terms favorable to the related party.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the terms of the amended convertible note. The future impact will depend on if and when Nant Capital, LLC chooses to exercise its conversion rights.

Management Comments

• Richard Adcock, Chief Executive Officer and President of ImmunityBio, Inc., signed the letter amendment.
• Charles N. Kenworthy, Manager of Nant Capital, LLC, consented to and agreed to the amendment.

Industry Context

This amendment is a company-specific financial restructuring event rather than a reflection of broader industry trends. It provides a major debt holder with increased flexibility, which is a common practice in financing arrangements, particularly with related parties in the biotechnology sector where capital needs can be substantial.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• The Convertible Promissory Note is held by Nant Capital, LLC, an entity affiliated with Dr. Patrick Soon-Shiong, ImmunityBio's Executive Chairman and Global Chief Scientific and Medical Officer. The amendment to this note constitutes a related party transaction.

Stakeholder Impact

• **Shareholders:** Potential for significant dilution if the note is converted into common stock, impacting their ownership percentage and per-share value.
• **Nant Capital, LLC (Note Holder):** Gains increased flexibility to convert its debt investment into equity, allowing it to participate in potential upside or manage its exposure.
• **Company (ImmunityBio):** Gains the potential to reduce its debt obligations on the balance sheet if conversion occurs, but at the cost of potential equity dilution.

Next Steps

• Nant Capital, LLC may, at its option, convert all or a portion of the $505.0 million outstanding principal amount of the note into common stock at any time prior to the maturity date.

Key Dates

Recommendation

The amendment to the convertible note is a significant structural change, but its immediate impact on the company's operational performance or valuation is not directly quantifiable without knowing the conversion price and the timing of any potential conversion. While it offers flexibility to a major related-party debt holder and could reduce debt, the potential for substantial shareholder dilution warrants a 'hold' recommendation. Investors should monitor any future conversion announcements and the associated terms to assess the full impact.

Keywords

ImmunityBio, IBRX, Convertible Note, Debt Amendment, Nant Capital, Patrick Soon-Shiong, Shareholder Dilution, SEC Filing, 8-K, Promissory Note