UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 2, 2022
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Item 8.01 Other Events.
As previously disclosed, in 2019, NantCell, Inc., a wholly-owned subsidiary of ImmunityBio, Inc. (the “Company”), along with Immunotherapy NANTibody, LLC (“NANTibody” and collectively, “Claimants”), a joint venture between the Company and Sorrento Therapeutics, Inc. (“Sorrento”), filed an arbitration proceeding against Sorrento and its Chairman, president and Chief Executive Officer, Dr. Henry Ji, for claims of fraud, breach of contract, breach of the covenant of good faith and fair dealing, tortious interference with contract and unjust enrichment, and seeking damages and declaratory relief relating to allegations of Sorrento’s fraud and breach of obligations to provide antibody-based cancer therapies pursuant to two exclusive license agreements. On December 2, 2022, the arbitrator executed a final award in the aggregate amount of $173.5 million for Sorrento’s breaches of both license agreements, of which $156.8 million is payable to the Company and the remainder is payable to NANTibody, the Company’s subsidiary. In addition, the arbitrator determined that the Claimants are entitled to declaratory relief that both license agreements remain in full force and effect, with respect to ImmunityBio’s PD-L1 NK cell. The arbitrator further declared that Sorrento and Claimants have no further rights or obligations under either license agreement with respect to other targets. Sorrento has no further obligation to contribute materials or know how with respect to the PD-LI antibody, and Claimants are not required to return any materials or know how received from Sorrento.
This decision by the arbitrator is final and binding on the parties, and we intend to pursue confirmation of the award promptly. After obtaining a judgment, we intend to pursue vigorously the collection of the award and applicable interest from Sorrento, but we make no assurances that we will receive the full amount or with respect to the timing of our receipt of funds. Other previously disclosed disputes between the Company or affiliates of the Company and Sorrento are not resolved by the decision in the arbitration proceeding.
Item 9.01 Financial Statements and Exhibits.
(a)Financial statements of businesses or funds acquired.
None.
(b)Pro forma financial information.
None.
(c)Shell company transactions.
None.
(d)Exhibits.
| Exhibit Number | Description of Exhibit | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: December 5, 2022 | By: | /s/ David C. Sachs | |||||||||
| David C. Sachs | |||||||||||
| Chief Financial Officer | |||||||||||