Sec Form 4 Filing - SOON-SHIONG PATRICK @ ImmunityBio, Inc. - 2023-12-29

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) 12/29/2023 (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

J( 3 ) 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 Promissory Note $ 8.27 12/29/2023 J( 1 ) 12/29/2023 12/31/2025 Common Stock ( 1 ) $ 380,000,000 $ 380,000,000 I See footnote ( 2 ) Convertible Promissory Note $ 2.28 12/29/2023 05/12/2023 12/31/2025( 3 ) Common Stock ( 3 ) $ 30,000,000 $ 30,000,000 I See footnote ( 4 )

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 Nant Capital, LLC 450 DULEY ROAD EL SEGUNDO, CA90245 X Signatures /s/ Patrick Soon-Shiong 01/03/2024 Signature of Reporting Person Date /s/ Charles Kenworthy, Manager of Nant Capital 01/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 29, 2023, in connection with the Issuer entering into a Revenue Interest Purchase Agreement with Infinity SA LLC, an affiliate of Oberland Capital Management LLC, as collateral agent and administrative agent for the purchasers party thereto (the "RIPA"), the Issuer and Nant Capital, LLC ("Nant Capital") entered into an Amended and Restated Promissory Note pursuant to which the Issuer and Nant Capital agreed to extend the maturity dates of certain existing promissory notes 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 Issuer's Common Stock at a price per share equal to $8.27. ( 2 )Amended and Restated Promissory Note, dated as of December 29, 2023, held by Nant Capital, an investment vehicle of the reporting person. ( 3 )In connection with the RIPA, the Issuer entered into a letter agreement, dated as of December 29, 2023, pursuant to which the Issuer and Nant Capital agreed to extend the maturity date of an existing convertible promissory note with an aggregate principal amount of approximately $30 million held by Nant Capital from December 31, 2023, as previously reported in the Form 4 filed May 16, 2023, to December 31, 2025. Nant Capital has the right at any time, at its sole option, to convert the entire outstanding principal amount and accrued and unpaid interest due under such note at the time of conversion into shares of the Issuer's Common Stock at a price of $2.28 per share. ( 4 )Convertible Promissory Note, dated as of March 31, 2023, as amended, held by Nant Capital, an investment vehicle of the reporting person.

Remarks: Executive Chairman, Global Chief Scientific and Medical Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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