ImmunityBio (NASDAQ: IBRX) adds $75M non-dilutive cash and converts $25M debt
Rhea-AI Filing Summary
ImmunityBio, Inc. amended its Revenue Interest Purchase Agreement, raising $75.0 million in additional non-dilutive financing in exchange for higher royalty-style payments on net sales in a defined global territory. The tiered revenue interest rate increased to 5.625%–12.50% of net sales, with future rate adjustments tied to whether cumulative payments reach $375.0 million by the end of 2029 and an overall cap at 195% of cumulative purchaser payments. Simultaneously, Nant Capital, an affiliate of the Executive Chairman, converted $25.0 million of a convertible promissory note into 4,606,596 common shares, reducing the note’s principal to $480.0 million. A related press release highlights that total committed capital under the royalty agreement has risen to $375 million and underscores recent global approvals for ANKTIVA®.
Positive
- $75.0 million in additional non-dilutive royalty financing increases liquidity to support commercial scaling and pipeline investment without immediate equity dilution.
- Conversion of $25.0 million of convertible note principal into 4,606,596 shares by Nant Capital reduces debt to $480.0 million and indicates insider confidence.
- Total committed capital under the royalty agreement rises to $375 million, providing a sizable dedicated funding source for ImmunityBio’s strategy.
- ANKTIVA® is now approved or authorized across regulatory jurisdictions representing approximately 34 countries, achieved in under two years from initial U.S. approval, demonstrating rapid global adoption.
Negative
- None.
Insights
$75M royalty financing and $25M debt-to-equity conversion strengthen liquidity but raise future revenue sharing.
ImmunityBio secured an extra $75.0 million under its royalty-style Revenue Interest Purchase Agreement, lifting total committed capital to $375 million. In return, it increased the tiered revenue interest rate to 5.625%–12.50% of net sales in the covered territory, with payments owed until investors receive 195% of cumulative purchaser payments.
The structure includes a 2029 test: if aggregate revenue interest payments reach $375.0 million, the rate falls to a single 2.8125%; otherwise, it resets to a higher single rate designed to deliver that amount over the test period. This ties the company’s future cash outflows directly to commercial performance.
Concurrently, Nant Capital converted $25.0 million of a convertible promissory note into 4,606,596 shares, trimming the note’s principal to $480.0 million. That modestly de-levers the balance sheet and signals insider alignment, while the royalty financing provides near-term cash to support ANKTIVA® commercialization and global expansion highlighted in the press release.
8-K Event Classification
Key Figures
Key Terms
Revenue Interest Purchase Agreement financial
non-dilutive financing financial
royalty payback rate financial
convertible Promissory Note financial
BCG-unresponsive non-muscle invasive bladder cancer medical
IL-15 receptor superagonist medical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment to Revenue Interest Purchase Agreement
On March 30, 2026, ImmunityBio, Inc. (the “Company”) entered into a Second Amendment to Revenue Interest Purchase Agreement (the “Amendment”) by and among the Company, the guarantors party thereto, the purchasers party thereto (the “Purchasers”) and Infinity SA LLC, as collateral agent and administrative agent for the Purchasers (the “Agent”), which amends that certain Revenue Interest Purchase Agreement dated as of December 29, 2023, by and among the Company, the Purchasers and the Agent (as amended, modified and supplemented prior to the date of the Amendment, the “RIPA”). Pursuant to the Amendment, the Purchasers acquired additional revenue interests (“Revenue Interests”) from the Company for a gross purchase price of $75.0 million (the “Third Payment”) paid at the closing of the Amendment.
As a result of the purchase of the additional Revenue Interests from the Company, the Purchasers have a right to receive quarterly payments (“Revenue Interest Payments”) from the Company based on net sales of the Company’s products during such quarter, which payment amount, pursuant to the Amendment, was increased to a tiered range of 5.625% to 12.50% (before funding of the Third Payment, 4.5% to 10.0%) of the Company’s net sales across the entire world, excluding the People’s Republic of China, Hong Kong and any territories controlled by the People’s Republic of China (the “Covered Territory”); provided that (a) if the aggregate Revenue Interest Payments made to the Purchasers as of the last business day of 2029 (the “Test Date”) equal or exceed $375.0 million (the “Cumulative Purchaser Payments”) as of the Test Date, the tiered revenue interest rate will be decreased to a single rate of 2.8125% (before the funding of the Third Payment, 2.25%) of the Company’s net sales in the Covered Territory, and (b) if the aggregate Revenue Interest Payments made to the Purchasers as of the Test Date do not equal or exceed the aggregate amount of Cumulative Purchaser Payments as of the Test Date, then as of and following the Test Date, the initially tiered revenue interest rate will be increased for all subsequent calendar years to a single defined rate that, had such increased rate applied to the applicable tiered rate during the period from the Closing Date through and including the Test Date, it would have resulted in the Purchasers having received aggregate Revenue Interest Payments (excluding certain payments detailed in the RIPA) in an amount equal to the Cumulative Purchaser Payments as of the Test Date.
The Purchasers’ rights to receive the Revenue Interest Payments shall terminate on the date on which the Purchasers have received Revenue Interest Payments in an aggregate amount equal to 195% of the then Cumulative Purchaser Payments, unless, in certain situations detailed in the RIPA, the RIPA is terminated prior to such date.
The proceeds of the Third Payment will be used for general corporate purposes, including payment of transaction expenses incurred in connection with the Amendment and related RIPA documentation.
The Company’s obligations under the RIPA, as amended by the Amendment, are guaranteed by certain of its subsidiaries. To secure the Company’s obligations under the RIPA, amended by the Amendment, and the subsidiary guarantors’ obligations under the guarantees, each of the Company and the subsidiary guarantors has granted a security interest in substantially all its assets, subject to certain exceptions and limitations.
The foregoing is only a brief description of the material terms of the Amendment, 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 Amendment that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
To the extent relevant, the information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On March 31, 2026, the Company issued a press release announcing the Amendment and the Partial Note Conversion described in Item 8.01 below. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
Also on March 30, 2026, simultaneous with the execution of the Amendment, Nant Capital, LLC, an entity affiliated with Dr. Patrick Soon-Shiong, the Company’s Executive Chairman and Global Chief Scientific and Medical Officer, converted $25.0 million of the principal amount outstanding under that certain convertible Second Amended and Restated Promissory Note, dated December 10, 2024, as amended (the “Convertible Promissory Note”), into 4,606,596 shares of Common Stock of the Company pursuant to the terms of the Convertible Promissory Note (the “Partial Note Conversion”). Following the Partial Note Conversion, the principal amount outstanding under the Convertible Promissory Note is $480.0 million.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibit | |
| 10.1* | Second Amendment to Revenue Interest Purchase Agreement, dated as of March 30, 2026 by and among the Company, guarantors party thereto, the purchasers party thereto, and Infinity SA LLC, as collateral agent and administrative agent for the Purchasers. | |
| 99.1** | Press Release dated March 31, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Filed herewith. |
| ** | Furnished 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: March 31, 2026 | By: | /s/ David C. Sachs | ||||
| David C. Sachs | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
NEWS RELEASE
ImmunityBio Strengthens Balance Sheet with $100 Million of Financing Transactions Including $75 Million of Non-Dilutive Financing to Support Global Expansion and Advancement of Broader Immunotherapy Pipeline
| • | ImmunityBio to receive $75 million in non-dilutive funding under existing Revenue Interest Purchase Agreement (RIPA) with Oberland Capital, bringing total committed capital to $375 million |
| • | Simultaneously conversion of $25 million of the outstanding promissory note held by Nant Capital, an entity affiliated with Executive Chairman bolstering ImmunityBio’s balance sheet with reduction in the debt |
| • | Proceeds strengthen ImmunityBio’s balance sheet and support global expansion following recent approvals, while advancing company’s broader immunotherapy pipeline |
CULVER CITY, Calif., March 31, 2026 — ImmunityBio, Inc. (NASDAQ: IBRX), a vertically integrated, commercial-stage immunotherapy company, today announced it has secured $75 million in non-dilutive financing under its existing Royalty Interest Purchase Agreement (RIPA) with Oberland Capital, increasing the total committed capital under the Agreement to $375 million. The amended agreement maintains existing terms, with a modest increase in the royalty payback rate while maintaining the royalty cap.
“This additional non-dilutive financing gives us the capacity to continue scaling our commercial efforts and expanding globally following recent ANKTIVA® approvals, while positioning us to take full advantage of the growth opportunities ahead,” said Richard Adcock, President and CEO of ImmunityBio. “The strengthening of the company’s balance sheet through non-dilutive financing from Oberland, combined with the Founder’s reduction of debt, supports our global expansion following recent approvals and the advancement of our immunotherapy pipeline.”
Simultaneous with the closing of the amendment to the RIPA, Nant Capital, LLC, an entity affiliated with our Executive Chairman, converted $25 million principal amount with the issuance of 4.6 million shares of the company’s common stock to Nant Capital, LLC and the reduction of debt under the $505 million December 2024 Promissory Note.
“The non-dilutive financing from Oberland and the conversion of debt to equity by Nant Capital, reflect strong confidence in ImmunityBio’s strategy and growth potential as a leading immunotherapy company paving the way for next-generation immunotherapy treatments,” said Patrick Soon-Shiong, M.D., Founder, Executive Chairman and Global Chief Medical and Scientific Officer of ImmunityBio.
Global Regulatory Approvals
ANKTIVA® in combination with BCG for the treatment of BCG-unresponsive non-muscle invasive bladder cancer (NMIBC) carcinoma in situ (CIS), with or without papillary tumors, is now approved or authorized across five regulatory jurisdictions, representing approximately 34 countries:
| • | United States: U.S. Food and Drug Administration (FDA) approval (April 2024) |
| • | United Kingdom: Medicines and Healthcare products Regulatory Agency (MHRA) authorization (July 2025) |
| • | Kingdom of Saudi Arabia: Saudi Food and Drug Authority (SFDA) accelerated approval for BCG-unresponsive NMIBC CIS (January 2026) and conditional accelerated approval for metastatic non-small cell lung cancer (NSCLC) in combination with checkpoint inhibitors (January 2026), the first jurisdiction globally to authorize ANKTIVA for lung cancer |
| • | European Union: European Commission conditional marketing authorization covering all 27 EU member states plus Iceland, Norway, and Liechtenstein (February 2026) |
| • | Macau Special Administrative Region (SAR): Pharmaceutical Administration Bureau authorization (March 2026) |
This global regulatory footprint of 34 countries was established in under two years from initial U.S. FDA approval in 2024, reflecting rapid international expansion.
About ANKTIVA® (nogapendekin alfa inbakicept-pmln)
The cytokine interleukin-15 (IL-15) plays a crucial role in the immune system by affecting the development, maintenance, and function of key immune cells—NK and CD8+ killer T cells—that are involved in killing cancer cells. By activating NK cells, ANKTIVA® overcomes the tumor escape phase of clones resistant to T cells and restores memory T cell activity with resultant prolonged duration of complete response. ANKTIVA is a first-in-class IL-15 receptor superagonist IgG1 fusion complex, consisting of an IL-15 mutant (IL-15N72D) fused with an IL-15 receptor alpha, which binds with high affinity to IL-15 receptors on NK, CD4+, and CD8+ T cells. This fusion complex of ANKTIVA® mimics the natural biological properties of the dendritic cell membrane-bound IL-15 receptor alpha driving the activation and proliferation of NK cells with the generation of memory killer T cells that have retained immune memory against these tumor clones.
About ImmunityBio
ImmunityBio, Inc. is a biotechnology company focused on innovating, developing, and commercializing next-generation immunotherapies designed to activate the patient’s immune system and deliver durable protection against cancer and infectious diseases. Our approach harnesses both the adaptive and innate immune systems with the goal of restoring immune function and generating lasting immunological memory in patients. At the core of our strategy is the Cancer BioShield™ platform, which is designed to stimulate critical lymphocytes, including natural killer (NK) cells, cytotoxic T cells, and memory T cells via our proprietary IL-15 receptor superagonist, ANKTIVA® (nogapendekin alfa inbakicept). Our Cancer BioShield platform is anchored by this antibody-cytokine fusion protein and is complemented by a portfolio that includes adenovirus-vectored vaccines, allogeneic (off-the-shelf) and autologous NK-cell therapies, and additional immunomodulators intended to promote immunogenic cell death and support durable immune responses while potentially reducing reliance on high-dose chemo-radiation therapy. For more information, visit ImmunityBio.com and connect with us on X (Twitter), Facebook, LinkedIn, and Instagram.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the clinical development, therapeutic potential, safety, efficacy, and regulatory pathway of ANKTIVA; the anticipated clinical benefits of ANKTIVA plus BCG in patients with BCG-naïve non-muscle invasive bladder cancer (NMIBC) carcinoma in situ (CIS); the potential for ANKTIVA plus BCG to improve durability of complete response compared to BCG alone; the anticipated impact of the funding under the RIPA to support continued scaling of ImmunityBio’s commercial efforts and global expansion following recent approvals, while advancing the Company’s broader immunotherapy pipeline; and payments to be made under the RIPA, as amended.
These forward-looking statements are based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management, and are subject to significant risks and uncertainties. Actual results may differ materially from those expressed or implied by such forward-looking statements due to a variety of factors, including, but not limited to: risks related to clinical trial design, enrollment, timing, interim analyses, and final data outcomes; the possibility that interim results may not be predictive of final trial results; regulatory risks, including the timing and outcome of interactions with the FDA and other regulatory authorities, and the risk that a BLA may not be submitted when anticipated or, if submitted, may not be approved or may require additional data or studies; risks related to safety signals or adverse events that may arise during continued evaluation; the Company’s ability to manufacture sufficient quantities of ANKTIVA and recombinant BCG to support clinical development and potential commercialization; risks associated with product supply, including ongoing BCG shortages; competitive developments; changes in standard-of-care treatment; market acceptance; reimbursement; and intellectual property protection.
More details about these and other risks that may impact ImmunityBio’s business are described under the heading “Risk Factors” in the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on February 23, 2026 and in subsequent filings made by ImmunityBio with the SEC, which are available on the SEC’s website at www.sec.gov. ImmunityBio cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. ImmunityBio does not undertake any duty to update any forward-looking statement or other information in this press release, except to the extent required by law.
ImmunityBio Contacts:
Investors
Hemanth Ramaprakash, PhD, MBA
ImmunityBio, Inc.
+1 858-746-9289
Hemanth.Ramaprakash@ImmunityBio.com
Media
Sarah Singleton
ImmunityBio, Inc.
+1 415-290-8045
Sarah.Singleton@ImmunityBio.com