ImmunityBio (NASDAQ: IBRX) allows partial conversion on $505M Nant Capital note

Rhea-AI Filing Summary

ImmunityBio, Inc. entered into a material definitive agreement by amending its existing convertible Second Amended and Restated Promissory Note with Nant Capital, LLC, which has an outstanding principal amount of $505.0 million.

The January 23, 2026 letter amendment changes the note to allow the holder, an entity affiliated with Executive Chairman Dr. Patrick Soon-Shiong, to convert any portion of the outstanding principal into fully paid and nonassessable shares of ImmunityBio common stock at any time before the note’s maturity date. Previously, the December 10, 2024 version of the note did not permit partial conversions.

The company confirms that no other terms of the convertible promissory note were changed by this amendment.

Insights

Capital structure and convertible securities analyst

ImmunityBio adds flexibility for a $505M insider convertible note by permitting partial conversions.

ImmunityBio has a convertible Second Amended and Restated Promissory Note with Nant Capital, LLC, carrying an outstanding principal of $505.0 million. The new January 23, 2026 amendment allows the holder to convert any chosen portion of the note’s principal into fully paid and nonassessable common shares at any time before maturity, rather than only converting the entire balance.

This change gives the affiliated holder, tied to Executive Chairman Dr. Patrick Soon-Shiong, more flexibility in how and when to exchange debt for equity. The filing also states that no other terms of the note were modified, which confines the impact of this agreement to conversion mechanics rather than pricing, maturity, or other core economics.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000132611000013261102026-01-232026-01-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2026

ImmunityBio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37507

43-1979754

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3530 John Hopkins Court

San Diego, California 92121

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (844) 696-5235

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

IBRX

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01    Entry into a Material Definitive Agreement.

On January 23, 2026, ImmunityBio, Inc. (the “Company”) entered into a letter amendment (the “Convertible Note Amendment”) to that certain convertible Second Amended and Restated Promissory Note, dated December 10, 2024, in an outstanding principal amount of $505.0 million (the “Convertible Promissory Note”), by and among the Company and Nant Capital, LLC (the “Holder”), an entity affiliated with Dr. Patrick Soon-Shiong, the Company’s Executive Chairman and Global Chief Scientific and Medical Officer. The Convertible Promissory Note (December 2024) did not previously provide for a partial conversion of the outstanding principal amount thereunder. The Convertible Note Amendment (January 2026) amended the Convertible Promissory Note (December 2024) to provide that the Holder may convert any portion of the outstanding principal amount of the Convertible Promissory Note (December 2024) 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 in connection with the Convertible Note Amendment (January 2026).

The foregoing is only a brief description of the material terms of the Convertible Note Amendment (January 2026), does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Convertible Note Amendment (January 2026) that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number						Description of Exhibit
10.1*						Amendment dated January 23, 2026 to the Second Amended and Restated Promissory Note by and between ImmunityBio, Inc. and Nant Capital, LLC.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

_______________

*    Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									IMMUNITYBIO, INC.
									Registrant
Date: January 26, 2026			By:						/s/ David C. Sachs
									David C. Sachs
									Chief Financial Officer

FAQ

What material agreement did ImmunityBio (IBRX) enter into on January 23, 2026?

ImmunityBio entered into a letter amendment to its convertible Second Amended and Restated Promissory Note with Nant Capital, LLC, changing the note’s conversion mechanics.

What is the principal amount of ImmunityBio’s amended convertible promissory note?

The amended convertible Second Amended and Restated Promissory Note has an outstanding principal amount of $505.0 million.

What key change was made to ImmunityBio’s convertible promissory note in January 2026?

The amendment now allows the holder to convert any portion of the outstanding principal into fully paid and nonassessable ImmunityBio common shares at any time before the note’s maturity date.

Who holds ImmunityBio’s $505.0 million convertible promissory note?

The holder is Nant Capital, LLC, an entity affiliated with Dr. Patrick Soon-Shiong, ImmunityBio’s Executive Chairman and Global Chief Scientific and Medical Officer.

Were any other terms of ImmunityBio’s convertible promissory note changed?

The company states that no other changes were made besides allowing partial conversion of the outstanding principal amount.

Where can investors find the full text of ImmunityBio’s convertible note amendment?

The full amendment is filed as Exhibit 10.1 to the current report and is incorporated by reference.