ImmunityBio, Inc. 8-K

What Happened

• ImmunityBio, Inc. filed an 8-K reporting that on December 23, 2025 it entered into Amendment No. 1 to its Open Market Sale Agreement with Jefferies LLC to continue an "at-the-market" (ATM) program. The amendment authorizes the issuance of an additional $459,972,480 of common stock under the Company’s shelf registration (Form S-3ASR File No. 333-278770, automatically effective April 17, 2024) as supplemented by a December 23, 2025 prospectus supplement. The amendment also includes administrative changes to settlement and auditor comfort procedures. Wilson Sonsini Goodrich & Rosati provided a legal opinion on the offering (filed as Exhibit 5.1).
• The filing also confirms that the Company previously amended its certificate of incorporation to increase authorized common shares from 1,350,000,000 to 1,650,000,000. That Certificate of Amendment became effective November 10, 2025 and is filed as Exhibit 3.1.

Key Details

• Amendment date: December 23, 2025 (Amendment No. 1 to Open Market Sale Agreement with Jefferies LLC).
• Additional ATM capacity authorized: $459,972,480 of common stock (registered under the December 23, 2025 prospectus supplement).
• Authorized common shares increased from 1,350,000,000 to 1,650,000,000 (effective November 10, 2025).
• Offering to be made under the Company’s effective Form S-3ASR registration statement (File No. 333-278770); legal opinion from Wilson Sonsini is included in the filing.

Why It Matters

• These actions give ImmunityBio flexibility to raise capital by selling shares into the open market (an “at-the-market” offering) up to the newly authorized amount. If the company sells shares under this program, it will increase shares outstanding and dilute existing holders’ ownership proportionally.
• The increase in authorized shares removes a legal cap that could have limited future equity issuances, making it easier for the company to access equity financing when needed. This 8-K reports the authorization and mechanics but does not announce any immediate share sales.