ImmunityBio (NASDAQ: IBRX) boosts ATM capacity and ups authorized shares

Rhea-AI Filing Summary

ImmunityBio, Inc. amended its existing Open Market Sale Agreement with Jefferies to expand its at-the-market stock offering program. The amendment authorizes the issuance of up to an additional $459,972,480 of common shares, which were registered under a new prospectus supplement dated December 23, 2025 and issued under the company’s effective Form S-3ASR shelf registration.

The company also highlighted that a previously approved Certificate of Amendment to its charter became effective on November 10, 2025, increasing authorized common shares from 1,350,000,000 to 1,650,000,000. Legal opinions and the amendment documents are filed as exhibits, supporting the validity of the newly registered shares and the updated ATM program.

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ImmunityBio expands ATM capacity and raises its authorized share limit.

ImmunityBio has amended its Open Market Sale Agreement with Jefferies to allow additional at-the-market issuances of common stock totaling up to $459,972,480, supported by a December 23, 2025 prospectus supplement under its Form S-3ASR shelf. An ATM program lets the company sell small amounts of stock into the market from time to time, rather than in a single large offering.

The company also completed a charter amendment effective November 10, 2025, raising authorized common shares from 1,350,000,000 to 1,650,000,000. This larger authorization, combined with the expanded ATM, gives the company room to issue more equity if it chooses. Actual dilution will depend on how many shares are ultimately sold through the ATM and any other future issuances.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 23, 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 Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On December 23, 2025, ImmunityBio, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment to Sale Agreement”) to the Open Market Sale Agreement^SM dated April 30, 2021, (the “Sale Agreement”) with Jefferies LLC (the “Agent”) relating to the sale and issuance of shares of its common stock, par value $0.0001 per share (the “Shares”), from time to time through an “at the market” offering program under which the Agent acts as the Company’s sales agent.

The Amendment to Sale Agreement, among other things, authorizes the issuance of an additional $459,972,480 of Shares, which were registered under the Company’s prospectus supplement dated December 23, 2025, as filed with the SEC on December 23, 2025 (the “Prospectus Supplement”), as well as additional amounts that the Company may register with the U.S. Securities and Exchange Commission (the “SEC”) from time to time, and makes certain administrative changes regarding the settlement of Shares sold under the Sale Agreement and the auditor comfort process under the Sale Agreement.

The sales and issuances of the Shares authorized by the Amendment to Sale Agreement will be made pursuant to the Company’s effective shelf registration statement on Form S-3ASR (File No.333-278770) (the “Registration Statement”), that was automatically effective upon filing with the SEC on April 17, 2024, as supplemented by the Prospectus Supplement.

The foregoing description of the Amendment to Sale Agreement is not complete and is qualified in its entirety by reference to the full text of the Amendment to Sale Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the 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.

Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Company, has issued a legal opinion relating to the validity of the Shares being offered pursuant to the Amendment to Sale Agreement. A copy of such legal opinion, including the consent included therein, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Information.

As previously disclosed in the Company’s Definitive Information Statement filed on October 20, 2025 (the “Information Statement”), in October 2025, the Company’s Board of Directors (the “Board”) and the holders of a majority of the issued and outstanding shares of the Company’s common stock approved amending the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with a Certificate of Amendment to the Restated Certificate (the “Certificate of Amendment”) to increase the Company’s authorized shares of common stock from 1,350,000,000 shares to 1,650,000,000 shares. As described in the Information Statement, the Certificate of Amendment became effective twenty (20) calendar days after the mailing date of the Information Statement, on November 10, 2025, on which date the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware.

The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the text of the Certificate of Amendment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
3.1*		Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. dated November 10, 2025.
5.1*		Legal Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.1*		Amendment No. 1 to Open Market Sale Agreement dated December 23, 2025, by and between ImmunityBio, Inc. and Jefferies LLC.
23.1*		Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed 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: December 23, 2025				By:		/s/ David C. Sachs
						David C. Sachs
						Chief Financial Officer

FAQ

What did ImmunityBio (IBRX) change in its agreement with Jefferies?

ImmunityBio entered into Amendment No. 1 to its Open Market Sale Agreement with Jefferies LLC, expanding its at-the-market offering program for common stock.

How much additional ImmunityBio (IBRX) stock can be sold under the updated ATM program?

The amendment authorizes issuance of up to an additional $459,972,480 of ImmunityBio common shares, registered under a prospectus supplement dated December 23, 2025.

What change did ImmunityBio (IBRX) make to its authorized common shares?

Through a Certificate of Amendment effective November 10, 2025, ImmunityBio increased its authorized common stock from 1,350,000,000 shares to 1,650,000,000 shares.

Under which registration statement is ImmunityBio’s expanded ATM offering being made?

The additional shares under the ATM are being offered pursuant to ImmunityBio’s effective Form S-3ASR shelf registration statement (File No. 333-278770), which became effective upon filing on April 17, 2024.

Which legal opinions support ImmunityBio’s new share issuances?

Wilson Sonsini Goodrich & Rosati, counsel to ImmunityBio, issued a legal opinion on the validity of the shares offered under the amended Sale Agreement, filed as Exhibit 5.1.

When did ImmunityBio’s increase in authorized shares become effective?

The increase in authorized common shares became effective on November 10, 2025, when the Certificate of Amendment was filed with the Delaware Secretary of State.