[8-K] ImmunityBio, Inc. Reports Material Event

Rhea-AI Filing Summary

Core Natural Resources (NYSE: CNR) – Form 10-Q, quarter ended 30 Jun 2025

The first quarter after the all-stock merger with Arch Resources (closed 14 Jan 2025) shows a dramatic scale-up in size but near-term earnings pressure.

• Revenue: Q2 25 $1.10 bn (+125% YoY); 1H 25 $2.12 bn (+104%).
• Net loss: Q2 25 $(36.6) m vs +$58.1 m; 1H 25 $(105.8) m vs +$160.0 m. Losses reflect higher cost of sales, $291 m DD&A and ~$38 m merger & integration expenses.
• EPS: basic and diluted –$0.70 (Q2) and –$2.06 (1H).
• Cash flow (1H): Ops +$110.5 m; Capex –$154.0 m; Share buybacks –$183.2 m; Dividends $0.20/sh.
• Balance sheet post-merger: Assets $6.21 bn (up from $2.88 bn at FY-24); Equity $3.77 bn. Cash & equivalents $413 m; Net debt ~$(42) m (cash exceeds debt); 1.50× first-lien leverage covenant headroom vs 0.13× actual.
• Segment mix Q2: Coal revenue $1.09 bn (45% domestic, 55% export) split among Power Generation 44%, Industrial 25%, Metallurgical 31%. Terminal & Other revenue $9 m.
• Purchase price allocation: $2.58 bn consideration; preliminary $1.4 bn PP&E fair-value step-up; identifiable intangibles $84 m.

Outlook: Management has yet to provide updated synergy targets; integration costs and higher DD&A will pressure FY-25 profit, but liquidity is strong and leverage low. Investors will watch for margin recovery, cost synergies and export pricing.

Positive

• Revenue surged 125% YoY in Q2 and 104% YTD, reflecting immediate top-line benefit from the Arch merger.
• Net cash position (~$42 m) with cash exceeding total debt plus strong covenant headroom reduces refinancing risk.
• Low first-lien leverage (0.13×) and 68× interest coverage provide financial flexibility for integration and shareholder returns.
• Tax-exempt Series 2025 bonds refinance prior issues at fixed 5-5.75% rates, locking in long-term funding.

Negative

• Net loss of $36.6 m in Q2 and $105.8 m YTD, reversing prior-year profitability.
• Cost of sales rose to 83% of revenue, indicating margin compression post-merger.
• Asset retirement, pension and CWP liabilities increased to $1.39 bn, heightening long-term obligations.
• $183 m share repurchases executed despite negative earnings and integration cash needs.
• Ongoing UMWA 1992 Benefit Plan litigation presents contingent liability with uncertain magnitude.

Insights

Equity Research Analyst

TL;DR: Revenue doubled post-merger, but merger costs and higher depreciation pushed CNR to a modest loss; balance-sheet strength limits near-term risk.

Performance: Top-line expansion is impressive (Q2 +125% YoY) driven by Arch assets, especially export met coal. Gross margin, however, compressed sharply (cost of sales 83% of revenue vs 70% LY) and DD&A tripled, indicating a higher asset base and short-term integration drag.

Capital structure: Cash $413 m comfortably exceeds total debt $371 m; first-lien leverage well below 1.0× and coverage 68×, affording flexibility for $0.10/sh dividends and buybacks. New tax-exempt bonds locked in 5-5.75% fixed coupons through 2035.

Valuation & catalysts: Market will focus on synergy realization, export coal pricing and progress reducing elevated inventories ($377 m). If EBITDA normalises and capex moderates, free-cash conversion should rebound.

Risk Analyst

TL;DR: Merger elevates scale but adds integration, legal and legacy liability risks that could weigh on cash until 2026.

The transaction increased AROs to $492 m (+132%), post-retirement and pneumoconiosis obligations by ~$190 m, and inventories four-fold, tying up working capital. Legal exposure persists (UMWA 1992 Plan litigation), and pro-forma 1H loss suggests synergy timeline slippage. While liquidity is currently ample, continued buybacks amid losses may irritate creditors if macro coal demand weakens.

FALSE000132611000013261102025-08-052025-08-05

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): August 5, 2025

ImmunityBio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37507

43-1979754

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3530 John Hopkins Court

San Diego, California 92121

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (844) 696-5235

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

IBRX

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐

Section 2 – Financial Information

Item 2.02     Results of Operations and Financial Condition.

On August 5, 2025, ImmunityBio, Inc. (the Company) issued a press release providing a business update and announcing its financial results for the second quarter and six months ended June 30, 2025, and its financial position as of June 30, 2025. The full text of the Company’s press release is furnished as Exhibit 99.1 hereto.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filings of the Company made under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date of this Current Report, regardless of any general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits.

Item 9.01     Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number						Description of Exhibit
99.1**						Press release dated August 5, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

_______________

**    Furnished herewith.

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: August 5, 2025			By:						/s/ David C. Sachs
									David C. Sachs
									Chief Financial Officer

FAQ

How did the Arch Resources merger affect CNR's financials?

Assets and equity more than doubled; 24.3 m new shares issued, $2.58 bn purchase price allocated, but integration costs drove a YTD net loss.

What were Core Natural Resources' Q2 2025 earnings and revenue?

Revenue was $1.10 bn, up 125% YoY, while net loss was $36.6 m (–$0.70 per share).

What is CNR's current debt and liquidity position?

Cash & equivalents $413 m; total debt $371 m; resulting in net cash of ~$42 m. Revolver capacity of $447 m remains unused.

How much did CNR return to shareholders in 1H 2025?

The company repurchased $183 m of stock and paid $0.20 per share in dividends.

What segments drove Q2 2025 revenue growth for CNR?

Coal sales to export metallurgical and industrial customers led, with export revenue comprising 55% of total coal revenue.

Are there any major legal contingencies disclosed?

Yes. The UMWA 1992 Benefit Plan lawsuit could transfer retiree medical liabilities, though CNR deems loss not yet probable.