aibioImmunityBio adds up to $459,972,480 to its at-the-market stock program
Tickers IBRX
The company amended its sales agreement with Jefferies and filed a new prospectus supplement. It also confirmed a higher authorized share count.
Key facts
- Company
- ImmunityBio, Inc. (NASDAQ: IBRX)
- News type
- Financings
- Primary source
- ImmunityBio, Inc. 424B5 (2025-12-29)
ImmunityBio, Inc. amended its Open Market Sale Agreement with Jefferies LLC on December 23, 2025, authorizing up to $459,972,480 of additional common stock to be sold through an at-the-market program. A prospectus supplement dated the same day registers those shares. Under the program, Jefferies acts as sales agent and sells shares into the public market from time to time, rather than in one fixed offering. The stock trades on The Nasdaq Global Select Market under the symbol IBRX.
What the amendment does
The underlying sale agreement is dated April 30, 2021. Amendment No. 1 authorizes the issuance of the additional $459,972,480 of shares, which are registered under the prospectus supplement. It also covers further amounts the company may register with the SEC later, and it changes the administrative terms for settling shares and for the auditor comfort process.
The shares are sold under an automatic shelf registration on Form S-3ASR, File No. 333-278770, which the 8-K says became effective on filing on April 17, 2024. The 8-K also says the company's board and holders of a majority of its shares approved raising authorized common stock from 1,350,000,000 to 1,650,000,000 shares in October 2025. The increase took effect on November 10, 2025.
Sales agent, counsel and cost
Jefferies is entitled to a commission of up to 3.0% of the gross proceeds of any shares it sells. It is not required to sell any specific amount and will use commercially reasonable efforts. The prospectus says Jefferies may be deemed an underwriter under the Securities Act, and that the company has agreed to indemnify it. No escrow or trust arrangement applies to the funds.
Wilson Sonsini Goodrich & Rosati, Professional Corporation, of San Diego, passes on the validity of the shares for the company, and the 8-K says it issued a legal opinion filed as Exhibit 5.1. Goodwin Procter LLP, of Redwood City, California, represents the sales agent. The filing names no financial advisor for the program.
The prospectus gives the Nasdaq closing price on December 22, 2025 as $2.27 per share. It does not say how many shares the $459,972,480 would cover at that price, and the price can move, so the final share count depends on sales.
Shares, control and the stated use of money
As of September 30, 2025, the company had 984,965,179 shares outstanding. The prospectus excludes 26,326,386 shares issued under the sale agreement after that date, options for 24,402,861 shares, restricted stock units for 8,862,839 shares and a warrant for 1,638,000 shares that becomes exercisable only if performance conditions are met, at $3.24 per share. It also lists warrants from earlier registered direct offerings for 3,584,648, 29,024,768 and 29,629,632 shares, and a $5.0 million option held by Oberland Capital Management LLC, priced at a trailing 30-day average.
Dr. Soon-Shiong, the founder, executive chairman and global chief scientific and medical officer, and his affiliates owned approximately 66.0% of the common stock outstanding as of September 30, 2025. The prospectus warns that sales by him could weigh on the share price.
The company says it intends to use the net proceeds, together with other available funds, to commercialize ANKTIVA, fund clinical trials, pay for research and development and cover working capital. It may also use proceeds to license intellectual property or make acquisitions or investments. The prospectus says management has broad discretion and that stockholders may disagree with how the money is spent.
The company's annual report, filed on March 3, 2025, lists among its stated risks its ability to obtain additional financing, to meet payment obligations under the RIPA, the agreement into which Oberland affiliates entered with it, and to service interest on and repay a related-party promissory note. The prospectus supplement gives no cash balance or net loss, so the new program cannot be set against the company's cash need here.