Current Report · Items 1.01, 2.02, 7.01, 8.01, 9.01 · 8-K

ImmunityBio, Inc.

IBRXNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Results of Operations and Financial Condition · Regulation FD Disclosure · Other Events

Filed Jul 25, 2025Accepted Jul 25, 2025, 6:23 AM EDTCIK 1326110Accession 0001193125-25-164789

Company context

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 superagonist. Our Cancer BioShield platform is anchored by this antibody-cytokine fusion protein and is complemented by an investigational 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.

Current securities

IBRXNASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 1.01, 2.02, 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01. Entry into a Material Definitive Agreement. Registered Direct Offering On July 24, 2025, ImmunityBio, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with the purchasers named therein (the “Investors”) for the purchase and sale of 29,629,632 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and warrants to purchase an additional 29,629,632 shares of Common Stock at an exercise price of $3.24 per share, for a purchase price of $2.70 per share and accompanying warrant, generating gross proceeds from the offering of approximately $80 million before deducting placement agent fees and our estimated offering expenses. The warrants will become immediately exercisable after the issuance date and expire five years after the initial issuance date. The closing of the offering is expected to occur on or about July 28, 2025, subject to the satisfaction of customary closing conditions. Also, on July 24, 2025, the Company also entered into a placement agency agreement (the “PAA”) with Piper Sandler & Co. (the “Placement Agent”). Pursuant to the terms of the PAA, the Placement Agent has agreed to serve as our exclusive Placement Agent on a reasonable best efforts basis to arrange for the sale of the securities described above and the Company agreed to pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds generated from the sale of the shares of the Company’s common stock, less certain Company expenses to be reimbursed by the Placement Agent. The Placement Agent will not receive any fees for the exercise of the warrants. The securities are being offered and sold by the Company pursuant to a prospectus supplement and an accompanying prospectus forming part of a “shelf” registration statement on Form S-3ASR (File No. 333-278770). The SPA and PAA contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Placement Agent and the Investors, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the SPA and PAA were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties. The foregoing is only a brief description of the material terms of the PAA, Form of Common Stock Purchase Warrant, and the SPA, and 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 PAA, Form of Common Stock Purchase Warrant, and the SPA that are filed as Exhibits 1.1, 4.1, and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The legal opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the legality of the issuance and sale of the securities in the offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 2.02Item 2.02 - Results of Operations

Item 2.02. Results of Operations and Financial Condition. On July 25, 2025, the Company issued a press release announcing, among other things, certain preliminary unaudited second quarter financial and operational results and certain regulatory updates (the “Business Update Press Release”). A copy of the Business Update Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Also on July 25, 2025, the Company issued a press release announcing the offering described in Item 1.01 above (the “Registered Direct Offering Press Release”). The Registered Direct Offering Press Release is attached as Exhibit 99.2 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 99.2 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 8.01Item 8.01 - Other Events

Item 8.01. Other Events. As set forth above, on July 25, 2025, the Company issued the Business Update Press Release. The Business Update Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

Filed exhibits (3)

EX-4.1 (by filename) d20571dex41.htm

EX-4.1 3 d20571dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 COMMON STOCK PURCHASE WARRANT IMMUNITYBIO, INC. Warrant Shares: Issue Date: July __, 2025 ────────────────────────────────────────────────── THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on July __, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ImmunityBio, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated July 24, 2025, among the Company and the purchasers signat…

Open exhibit ↗

EX-99.1 (by filename) d20571dex991.htm

EX-99.1 6 d20571dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 NEWS RELEASE ImmunityBio Reports 60% Increase in Revenue in Q2 2025, with Year-to-Date Sales of $43 Million and 246% Unit Growth Since J-Code with Regulatory Updates CULVER CITY, Calif., - July 25, 2025 - ImmunityBio, Inc. (NASDAQ: IBRX), a leading immunotherapy company, today announced preliminary financial results for the fiscal quarter ended June 30, 2025, and clinical progress across its pipeline. Key Highlights Q2 2025 Revenue Growth with Continued Strong Sales Momentum: $26.4 million, up 60% from Q1 2025, with year-to-date sales of ~$43 million. ANKTIVA® Unit Growth Since J-Code: 246% unit sales volume growth in 1H 2025 compared to 2H 2024. ──────────────────────────────────────────────────────────────────────────────────────────────────── Cash Position: $153.7 million in cash, cash equivalents and marketable securities as of June 30, 2025. NSCLC: Initiated randomized clinical trial (RCT) ResQ201A with N-803 + tislelizumab in 2nd line lung cancer; US sites initiated, submitted clinical trial applications in EU, UK; Canada and Asia filings planned. ─────────────────────────────────────────────────…

Open exhibit ↗

EX-99.2 (by filename) d20571dex992.htm

EX-99.2 7 d20571dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 ImmunityBio, Inc. Announces Execution of $80 Million Equity Financing from Multiple Institutional Investors CULVER CITY, Calif., July 25, 2025 - ImmunityBio, Inc. (NASDAQ: IBRX), a leading immunotherapy company, today announced that it has executed financing to provide further working capital and support its ongoing business operations. The Company entered into a securities purchase agreement for a registered direct offering with two institutional investors, providing for the issuance of common stock of ImmunityBio as well as warrants for the purchase of additional shares of common stock of ImmunityBio that is expected to result in gross proceeds at closing of approximately $80 million before deducting placement agent fees and other offering-related expenses, subject to customary closing conditions. If fully exercised, the warrants could result in additional gross proceeds of up to approximately $96 million. Piper Sandler & Co. is acting as the exclusive placement agent for the registered direct offering. The securities to be sold by the Company are offered under its automatic shelf registration statement on Form S-3 …

Open exhibit ↗

Get the free weekly BCS email.

ImmunityBio, Inc.

Entry into a Material Definitive Agreement · Results of Operations and Financial Condition · Regulation FD Disclosure · Other Events

Company context

Current securities

Recent company filings

Disclosure sections

Privacy choices