aibioImmunityBio gets preliminary court approval of shareholder derivative lawsuit settlement
Tickers IBRX
A federal court preliminarily approved the settlement of three shareholder derivative suits naming ImmunityBio's current and former officers and directors. The company agrees to governance reforms and expects its insurer to pay the plaintiffs' attorneys' fees, which their counsel plans to ask the court to set at up to $1,400,000. The final hearing is November 4, 2025.
Key facts
- Company
- ImmunityBio, Inc. (NASDAQ: IBRX)
- News type
- Legal
- Primary source
- ImmunityBio, Inc. Form 8-K filed August 8, 2025 (SEC EDGAR)
ImmunityBio, Inc. said in an 8-K filed August 8, 2025 that a federal court has given preliminary approval to a proposed settlement of three stockholder derivative lawsuits. ImmunityBio is the nominal defendant. The individual defendants are Patrick Soon-Shiong, Richard Adcock, Cheryl L. Cohen, Michael D. Blaszyk, John Owen Brennan, Linda Maxwell, Wesley Clark, Christobel Selecky, Barry J. Simon and David C. Sachs.
The actions are Van Luven v. Soon-Shiong et al., No. 3:24-cv-02014-GPC-VET, Barbieri v. Soon-Shiong, et al., No. 3:25-cv-00416-AGS-JLB, and Shin v. Soon-Shiong, et al., No. 3:25-cv-00423-JAH-DDL, all in the U.S. District Court for the Southern District of California before Judge Gonzalo P. Curiel. The notice names plaintiffs Gary Van Luven, Angelo Barbieri and Bong Shin, with demand-made shareholders Roland Davies and Chris Pallas.
How the cases got here
Davies demanded to inspect the company's books and records on February 9, 2024, and Pallas made a similar demand on September 24, 2024. Van Luven filed the first derivative complaint on October 29, 2024, and Barbieri and Shin filed similar complaints on February 25 and 26, 2025. On May 2, 2025, the court consolidated the actions and appointed Kuehn Law, PLLC as lead counsel for the plaintiffs.
What the settlement provides
The parties signed a Stipulation and Settlement Agreement in May 2025, and on July 29, 2025, the court granted preliminary approval. For a full release and dismissal, the company agrees to adopt governance reforms and pay attorneys' fees. The notice says the board approved the reforms on April 4, 2025, subject to court approval, and that they last at least four years. They include appointing one new independent director by December 31, 2025, and amending the Disclosure Committee Charter within 30 days of final approval. Management must report to the board at least quarterly on FDA and cGMP compliance, including at the contract manufacturers. The legal department must review compliance policies annually, and annual employee training is required.
The company expects its insurance carrier to fund the fees. The parties did not negotiate the fee amount before signing the term sheet on March 21, 2025, and a private mediation on April 23, 2025 did not produce a fee agreement.
Shareholders' counsel intend to ask the court for fees and expenses of up to $1,400,000. The defendants have not agreed to that amount and may oppose it, and ImmunityBio and its insurers are responsible for any award. The defendants also agree not to oppose service awards of up to $2,500 to each of the shareholders, paid out of that amount. Shareholders who do not object need not appear or take any other action. Written objections had to be postmarked by October 7, 2025.
What the defendants say
The defendants deny all allegations of wrongdoing and any breach of fiduciary duty or violation of federal securities law. The notice says they settled to end the uncertainty, distraction and expense of litigation, without acknowledging fault.
What the plaintiffs allege
The notice says the derivative matters allege that from March 10, 2021 to May 10, 2023, the individual defendants breached their fiduciary duties by failing to provide adequate oversight and by making, or causing the company to make, false and misleading statements. The complaints allege those statements failed to disclose manufacturing deficiencies at the contract manufacturers for Anktiva, the company's lead biologic product, and overstated its biologics license application prospects.
The company announced in May 2023 that the FDA had rejected that application over cGMP deficiencies found in a pre-license inspection of its contract manufacturers. The FDA approved Anktiva with BCG on April 22, 2024, after a second application, for BCG-unresponsive non-muscle invasive bladder cancer with carcinoma in situ.
The derivative settlement does not resolve everything. The notice also refers to a related federal securities fraud class action, In re ImmunityBio, Inc. Securities Litigation, No. 23-cv-01216, brought in the Southern District of California by a class of investors against the company and certain of its officers.
What comes next
The court will hold a final approval hearing on November 4, 2025. The court will decide whether the settlement is fair, reasonable and adequate, and whether to approve the fee, expense and service awards.