ImmunityBio, Inc. 8-K

What Happened

• ImmunityBio, Inc. announced on March 30, 2026 that it entered a Second Amendment to its Revenue Interest Purchase Agreement (RIPA) originally dated December 29, 2023. The amendment closed with a new "Third Payment" of $75.0 million from the purchasers.
• In exchange, the purchasers acquired additional revenue interests and the company agreed to higher quarterly revenue-share payments tied to net product sales (see Key Details). The press release announcing the amendment (and a related partial note conversion) was issued March 31, 2026.

Key Details

• Third Payment: $75.0 million paid at closing to purchase additional revenue interests.
• Revenue-share rates (Covered Territory excludes PRC, Hong Kong and territories controlled by PRC): increased from a prior range of 4.5%–10.0% to a tiered range of 5.625%–12.50% of net sales.
• Test Date and threshold: if aggregate payments to purchasers by the last business day of 2029 reach at least $375.0 million, the rate thereafter drops to a single 2.8125% (previously 2.25% before the Third Payment). If the threshold is not met, the rate after the Test Date will be adjusted upward so purchasers receive the equivalent of the $375.0 million target.
• Payoff cap: purchasers’ rights terminate once they have received aggregate payments equal to 195% of the then Cumulative Purchaser Payments (subject to earlier termination events in the RIPA).
• Security and guarantees: the company’s obligations under the amended RIPA are guaranteed by certain subsidiaries, and the company and those guarantors granted security interests in substantially all assets (subject to customary exceptions).
• Use of proceeds: funds will be used for general corporate purposes, including payment of transaction expenses related to the amendment.

Why It Matters

• This amendment provides ImmunityBio with $75M in non-dilutive financing tied to future product sales, improving near-term liquidity without issuing new equity. However, it increases the company’s ongoing obligation to share a meaningful percentage of revenue until purchasers are repaid under the agreement’s terms.
• Investors should note the higher revenue-share percentages and the long-term payout cap structure (up to 195% of cumulative purchaser payments), plus the company’s grant of security interests — all of which could affect future cash available to shareholders if product sales grow. The Test Date mechanism (end of 2029) can materially change the ongoing payment rate depending on cumulative payments made by that date.