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

Rhea-AI Filing Summary

ImmunityBio reported a federal court's preliminary approval of a proposed settlement to resolve several stockholder derivative lawsuits brought nominally on behalf of the company. Under the Stipulation, the company will adopt specified corporate governance reforms and will pay attorneys' fees in exchange for a full and complete release and dismissal of the derivative claims. The company states it expects those attorneys' fees will be funded by its insurance carrier. The court has set a final approval hearing for November 4, 2025. The company has posted the Notice and the Stipulation to its Investor Relations website and attached them as Exhibits 99.1 and 99.2.

Positive

• Preliminary court approval of the proposed settlement advancing resolution of pending derivative litigation
• Settlement provides for a full and complete release and dismissal of the derivative claims if approved
• Company expects attorneys' fees to be funded by its insurance carrier, potentially reducing direct cash impact

Negative

• Settlement requires payment of attorneys' fees as part of the agreement
• Settlement is subject to final court approval at the hearing scheduled for November 4, 2025, so resolution is not yet final

Insights

Corporate Governance Expert

TL;DR Settlement requires governance reforms and provides a release of derivative claims, with insurers expected to fund legal fees.

The proposed Stipulation mandates adoption of corporate governance reforms and offers a full release and dismissal of the derivative suits if approved by the court. The company explicitly states that it expects attorneys' fees to be funded by its insurance carrier, which, if realized, would limit direct cash outflow from the company. Finality depends on the scheduled November 4, 2025 hearing and any court determinations about the scope of the reforms.

Securities Litigation Analyst

TL;DR Preliminary court approval advances settlement of derivative litigation; final approval remains pending November 4, 2025.

The court's preliminary approval moves the named derivative actions toward resolution by providing for a stipulated dismissal and release upon settlement terms. The filing confirms the Notice and Stipulation are posted and attached as exhibits, and it identifies the affected cases by name. The material outstanding step is the final approval hearing, which will determine whether the agreed terms become binding.

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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): August 8, 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 8.01. Other Events.

As previously disclosed in the Company’s Form 10-Q filed on August 5, 2025, on July 29, 2025 the United States District Court for the Southern District of California (the “Court”) issued an order (the “Order”) providing for preliminary approval of a proposed settlement of the claims asserted nominally on behalf of ImmunityBio, Inc. (the “Company”) against the individual defendants named in the previously disclosed stockholder derivative actions entitled Van Luven v. Soon-Shiong et al., Case No. 3:24-cv-02014-GPC-VET, Barbieri v. Soon-Shiong, et al., Case No. 3:25-cv-00416-AGS-JLB and Shin v. Soon-Shiong, et al., Case No. 3:25-cv-00423-JAH-DDL, pending before the Court in accordance with the Stipulation and Settlement Agreement entered in May 2025 (the “Stipulation”). The proposed settlement calls for the Company to adopt certain corporate governance reforms as described further in the Stipulation, and pay attorneys’ fees, which the Company expects to be funded by its insurance carrier, in exchange for a full and complete release and dismissal of the derivative actions. The Order set a final approval hearing for November 4, 2025.

As required by the Order, the Company has posted a copy of the Notice of Proposed Derivative Settlement (the “Notice”) and the Stipulation to the Investor Relations section of the Company’s website, and on August 8, 2025 is filing this Current Report on Form 8-K and attaching the Notice and Stipulation as exhibits hereto, copies of which are attached as Exhibit 99.1 and 99.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1*		Notice of Proposed Derivative Settlement.
99.2*		Stipulation and Settlement Agreement.
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: August 8, 2025				By:		/s/ Jason R. Liljestrom
						Jason R. Liljestrom
						General Counsel and Corporate Secretary

FAQ

What did ImmunityBio (IBRX) disclose in this 8-K?

The company disclosed that a court granted preliminary approval of a proposed derivative settlement requiring corporate governance reforms and payment of attorneys' fees, and that it posted the Notice and Stipulation as exhibits.

Which derivative cases are covered by the settlement involving ImmunityBio (IBRX)?

The filing names the derivative actions: Van Luven v. Soon-Shiong et al., Barbieri v. Soon-Shiong et al., and Shin v. Soon-Shiong et al.

Will ImmunityBio pay the attorneys' fees under the settlement?

The Stipulation calls for the company to pay attorneys' fees, and the company states it expects those fees to be funded by its insurance carrier.

When is the final approval hearing for the proposed settlement?

The court set the final approval hearing for November 4, 2025.

Where can investors find the Notice and Stipulation for the ImmunityBio (IBRX) settlement?

The company posted the Notice and the Stipulation to the Investor Relations section of its website and attached them as Exhibits 99.1 and 99.2 to the report.