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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
|
ImmunityBio, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
45256X103 (CUSIP Number) |
Charles Kenworthy Cambridge Equities, LP, 450 Duley Road El Segundo, CA, 90245 (310) 836-6400 Martin J. Waters Wilson Sonsini Goodrich & Rosati, 12235 El Camino Real San Diego, CA, 92130 (858) 350-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/23/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 45256X103 |
| 1 |
Name of reporting person
Cambridge Equities, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
261,705,814.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage shown in (13) is calculated based upon (x) 261,705,814 shares of the Issuer's Common Stock held by Cambridge Equities, LP ("Cambridge"), divided by (y) 1,028,111,456 shares of the Issuer's Common Stock issued and outstanding, as of February 19, 2026 as provided by the Issuer.
SCHEDULE 13D
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| CUSIP No. | 45256X103 |
| 1 |
Name of reporting person
MP 13 Ventures, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
261,705,814.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage shown in (13) is calculated based upon (x) 261,705,814 shares of the Issuer's Common Stock held by Cambridge, divided by (y) 1,028,111,456 shares of the Issuer's Common Stock issued and outstanding, as of February 19, 2026, as provided by the Issuer. MP 13 Ventures, LLC ("MP 13 Ventures") may be deemed to beneficially own, and share voting power and investment power with Cambridge over, all shares of the Issuer's Common Stock beneficially owned by Cambridge.
SCHEDULE 13D
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| CUSIP No. | 45256X103 |
| 1 |
Name of reporting person
NantWorks, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
98,535,253.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage shown in (13) is calculated based upon (x) the sum of (i) 9,986,920 shares of the Issuer's Common Stock held by NantWorks, LLC ("NantWorks"); (ii) 8,383,414 shares of the Issuers' Common Stock held by NantBio, Inc. ("NantBio"); (iii) 47,557,934 shares of the Issuer's Common Stock held by NantMobile, LLC ("NantMobile"); and (iv) 32,606,985 shares of the Issuer's Common Stock held by NantCancerStemCell, LLC ("NCSC") divided by (y) 1,028,111,456 shares of the Issuer's Common Stock issued and outstanding, as of February 19, 2026, as provided by the Issuer. NantBio, NantMobile and NCSC are majority-owned subsidiaries of NantWorks, and NantWorks shares voting and dispositive power over the shares beneficially owned by NantBio, NantMobile, and NCSC. NantWorks disclaims beneficial ownership of the shares of the Issuer's Common Stock beneficially owned by NantBio, NantMobile and NCSC, except to the extent of their pecuniary interest.
SCHEDULE 13D
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| CUSIP No. | 45256X103 |
| 1 |
Name of reporting person
Nant Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
339,465,529.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage shown in (13) is calculated based upon (x) the sum of (i) 246,412,277 shares of the Issuer's Common Stock held by Nant Capital, LLC ("Nant Capital"); and (ii) 93,053,252 shares of the Issuers' Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of February 19, 2026 pursuant to the conversion of a promissory note divided by (y) the sum of (i) 1,028,111,456 shares of the Issuer's Common Stock issued and outstanding, as of February 19, 2026, as provided by the Issuer; and (ii) 93,053,252 shares of the Issuer's Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of February 19, 2026 pursuant to the conversion of a promissory note.
SCHEDULE 13D
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| CUSIP No. | 45256X103 |
| 1 |
Name of reporting person
California Capital Equity, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
106,511,412.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage shown in (13) is calculated based upon (x) the sum of (i) 7,976,159 shares of the Issuer's Common Stock held by California Capital Equity, LLC ("California Capital"); (ii) 9,986,920 shars of the Issuer's Common Stock held by NantWorks; (iii) 8,383,414 shares of the Issuers' Common Stock held by NantBio; (iv) 47,557,934 shares of the Issuer's Common Stock held by NantMobile; and (v) 32,606,985 shares of the Issuer's Common Stock held by NCSC divided by (y) 1,028,111,456 shares of the Issuer's Common Stock issued and outstanding, as of February 19, 2026, as provided by the Issuer. NantWorks is a wholly-owned subsidiary of California Capital. NantBio, NantMobile and NCSC are majority-owned subsidiaries of NantWorks. California Capital shares voting and dispositive power over the shares beneficially owned by NantWorks, NantBio, NantMobile, and NCSC. California Capital disclaims beneficial ownership of the shares of the Issuer's Common Stock beneficially owned by NantWorks, NantBio, NantMobile and NCSC, except to the extent of their pecuniary interest.
SCHEDULE 13D
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| CUSIP No. | 45256X103 |
| 1 |
Name of reporting person
Patrick Soon-Shiong | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
745,576,456.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage in (13) is calculated based upon (x) the sum of (i) 29,701,752 shares of the Issuer's Common Stock held by Dr. Patrick Soon-Shiong; (ii) 2,459,294 shares of the Issuer's Common Stock that Dr. Soon-Shiong has the right to acquire from the Issuer within 60 days of February 19, 2026 pursuant to the exercise of stock options that were exercisable as of February 19, 2026; (iii) 114,329 shares of the Issuer's Common Stock that Dr. Soon-Shiong has the right to acquire from the Issuer within 60 days of February 19, 2026 pursuant to the vesting of restricted stock units; (iv) 261,705,814 shares of the Issuer's Common Stock held by Cambridge; (v) 7,976,159 shares of the Issuer's Common Stock held by California Capital; (vi) 9,986,920 shares of the Issuer's Common Stock held by NantWorks; (vii) 246,412,277 shares of the Issuer's Common Stock held by Nant Capital; (viii) 93,053,252 shares of the Issuer's Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of February 19, 2026 pursuant to the conversion of a promissory note; (ix) 8,383,414 shares of the Issuer's Common Stock held by NantBio; (x) 47,557,934 shares of the Issuer's Common Stock held by NantMobile; (xi) 32,606,985 shares of the Issuer's Common Stock held by NCSC; and (xii) 5,618,326 shares of the Issuer's Common Stock held by the Chan Soon-Shiong Family Foundation divided by (y) the sum of (i) 1,028,111,456 shares of the Issuer's Common Stock issued and outstanding, as of February 19, 2026, as provided by the Issuer; (ii) 2,459,294 shares of the Issuer's Common Stock that Dr. Soon-Shiong has the right to acquire from the Issuer within 60 days of February 19, 2026 pursuant to the exercise of stock options that were exercisable as of February 19, 2026; (iii) 114,329 shares of the Issuer's Common Stock that Dr. Soon-Shiong has the right to acquire from the Issuer within 60 days of February 19, 2026 pursuant to the vesting of restricted stock units, and (iv) 93,053,252 shares of the Issuer's Common Stock that Nant Capital has the right to acquire from the Issuer within 60 days of February 19, 2026, pursuant to the conversion of a promissory note. Dr. Soon-Shiong may be deemed to beneficially own, and share voting power and investment power over, all shares of the Issuer's Common Stock beneficially owned by Cambridge, California Capital, NantWorks, NantBio, NantMobile, NCSC, Nant Capital, and the Chan Soon-Shiong Family Foundation. Dr. Soon-Shiong disclaims beneficial ownership of the shares of the Issuer's Common Stock beneficially owned by Cambridge, California Capital, NantWorks, NantBio, NantMobile, NCSC, Nant Capital, and the Chan Soon-Shiong Family Foundation except to the extent of his pecuniary interest.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
ImmunityBio, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3530 John Hopkins Court, San Diego,
CALIFORNIA
, 92121. |
| Item 7. | Material to be Filed as Exhibits. |
The following documents are filed as exhibits: Exhibit 99.1 Joint Filing Agreement, dated as of September 21, 2023, by and among Cambridge Equities, LP, MP 13 Ventures, LLC, NantWorks, LLC, NantMobile, LLC, Nant Capital, LLC, California Capital Equity, LLC, and Patrick Soon-Shiong (incorporated by reference to Exhibit 99.1 to the Sch 13D/A (Amendment No. 9) filed with the SEC by the Reporting Persons on September 21, 2023). Exhibit 99.2 Nominating Agreement by and between the Issuer and Cambridge Equities, LP, dated June 18, 2015 (incorporated by reference to Exhibit 4.1 to the Issuer's Registration Statement on Form S-1 (File No. 333-205124) filed with the SEC on June 19, 2015). Registration Rights Agreement by and between the Issuer and Cambridge Equities, LP, dated December 23, 2014 (incorporated by reference to Exhibit 4.3 to the Issuer's Registration Statement on Form S-1 (File No. 333-205124) filed with the SEC on June 19, 2015). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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