On December 12, 2022 ImmunityBio, Inc. (NASDAQ: IBRX), a clinical-stage immunotherapy company, reported that it has executed financing to provide further working capital and support its ongoing business operations (Press release, ImmunityBio, DEC 12, 2022, View Source [SID1234625123]).
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The Company entered into a securities purchase agreement for a registered direct offering with a single institutional investor, 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 $50 million before deducting any offering-related expenses. If fully exercised the warrants could result in additional gross proceeds of up to $60 million.
Contemporaneously with the offering, the Company will issue additional debt in an aggregate principal amount of $50 million to Nant Capital, LLC, an entity affiliated with Dr. Patrick Soon-Shiong, ImmunityBio’s Executive Chairman and Global Chief Scientific and Medical Officer. Another entity affiliated with Dr. Soon-Shiong, NantWorks LLC, will also convert approximately $56.6 million of existing debt into the Company’s common stock at a conversion price of $5.67 per share, in accordance with the terms of that existing tranche of fixed-rate debt.
In the registered direct offering, ImmunityBio agreed to sell 9,090,909 shares of its common stock and to issue accompanying warrants to purchase 9,090,909 shares of common stock with an exercise price of $6.60 per share, for a purchase price of $5.50 per share and accompanying warrant. The warrants will become immediately exercisable at any time after they are issued and expire two years after the initial issuance date. The closing of the offering is expected to occur on or about December 14, 2022, subject to the satisfaction of customary closing conditions.
Piper Sandler & Co. is acting as the exclusive placement agent for the registered direct offering.
The securities to be sold by the Company in the registered direct offering are offered under its shelf registration statement on Form S-3, as amended (Registration No. 333-255699). The shares of common stock and warrants to purchase common stock will be issued as separate securities. A final prospectus supplement, which contains additional information relating to the offering, has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement may be obtained from Piper Sandler & Co., 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, Attention: Prospectus Department, or by telephone at (800) 747-3924, or by email at [email protected].
Before investing in this offering, interested parties should read the prospectus supplement, the accompanying prospectus and the other documents that are incorporated by reference in such prospectus supplement and the accompanying prospectus in their entirety.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.