What changed in this filing

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Item 1. Legal Proceedings

2023-08-08 compared with 2023-05-11 · 34 added, 18 removed, 111 unchanged (32% of the section changed)

5 unchanged sentences

Altor BioScience, LLC Litigation

In 2017, NantCell, Inc.

(NantCell) announced it had entered into a definitive merger agreement to acquire Altor BioScience Corporation.

In 2017, NantCell announced it had entered into a definitive merger agreement to acquire Altor BioScience Corporation.

An action captioned Gray v.

27 unchanged sentences

Sorrento Therapeutics, Inc.

(Sorrento), derivatively on behalf of Immunotherapy NANTibody, LLC (NANTibody), filed an action in the Superior Court of California, Los Angeles County (the Superior Court) against the company’s subsidiary NantCell, Dr.

Sorrento, derivatively on behalf of NANTibody, filed an action in the Superior Court of California, Los Angeles County (the Superior Court) against the company’s subsidiary NantCell, Dr.

Soon-Shiong, and Charles Kim.

The action alleged that the defendants improperly caused NANTibody to acquire IgDraSol, Inc.

from NantPharma, LLC (NantPharma) and sought to have the transaction undone and the purchase amount returned to NANTibody.

The action alleged that the defendants improperly caused NANTibody to acquire IgDraSol from NantPharma and sought to have the transaction undone and the purchase amount returned to NANTibody.

In 2019, we filed a demurrer to several causes of action alleged in the Superior Court action, and Sorrento filed an amended complaint, eliminating Mr.

1 unchanged sentence

The company believes the case is without merit and intends to vigorously defend against the claims asserted.

Trial has been set to commence in Sorrento’s Superior Court action on July 17, 2023.

Trial had been set to commence in Sorrento’s Superior Court action on August 7, 2023, but on July 24, 2023 the Superior Court vacated the August 7, 2023 trial date at the parties’ request in light of the pending settlement discussed below.

Sorrento filed a related arbitration proceeding (the Cynviloq arbitration) against Dr.

37 unchanged sentences

Sorrento Therapeutics, Inc., et al., Case No.

23-bk-90085 (Bankr.

The company intends to continue to pursue vigorously, consistent with its rights in light of Sorrento’s Chapter 11 filing, the collection of the judgments from Sorrento, but we make no assurances that we will receive the full amount or with respect to the timing of our receipt of any funds.

The Superior Court action remains pending, and it remains to be determined how, if at all, the award in the arbitration will affect the Superior Court action.

An estimate of the possible loss or range of loss resulting from the Superior Court litigation cannot be made at this time.

23-90085 (DRJ), Docket Entry 810.

Should the settlement discussed below not be approved, the company intends to continue to pursue vigorously, consistent with its rights in light of Sorrento’s Chapter 11 filing, the collection of the judgments from Sorrento, but we make no assurances that we will receive any amount or with respect to the timing of our receipt of any funds.

On June 6, 2023, Sorrento filed a motion in its Chapter 11 proceeding for entry of an order approving and implementing a mediation settlement reached with the company and other entities.

The settlement motion is currently set for hearing before the bankruptcy court on August 14, 2023, and the settlement is subject to bankruptcy court approval.

If approved, the settlement will involve two possible scenarios:

Either, if Sorrento raises an amount needed to pay its debtor in possession lender and its unsecured creditors by August 31, 2023, Sorrento will pay those obligations, including the judgments held by NantCell and NANTibody, by 2:00 p.m.

ET on August 31, 2023 and will be free to proceed with pending litigation;

or, failing that, the judgments will be released, the litigation claims will be released, including, without limitation, the Superior Court action discussed above, Sorrento will relinquish its interests in NANTibody and certain other entities, Sorrento will forfeit its rights to any payments from NantCell arising out of its antibody exclusive license agreement with NantCell (rights to PD-L1), and certain other provisions not impacting the company will be implemented as described in the motion.

As referenced above, the settlement is subject to bankruptcy court approval, and there can be no assurance that such approval will be obtained.

Should the settlement not be approved, the company intends to continue to pursue vigorously, consistent with its rights in light of Sorrento’s Chapter 11 filing, the collection of the judgments from Sorrento, but we make no assurances that we will receive any amount or with respect to the timing of our receipt of any funds.

As of June 30, 2023, consistent with prior periods, the company has not determined the amount it is likely to recover, and thus has not recorded any receivables in relation to the judgments.

Further, should the settlement not be approved, an estimate of the possible loss or range of loss resulting from the Superior Court action cannot be made at this time.

Shenzhen Beike Biotechnology Co.

7 unchanged sentences

On March 20, 2023, we terminated the standstill agreement, and on April 11, 2023, Beike served an amended Request for Arbitration.

We have until May 19, 2023 to file a response.

Given that this action remains at the pleading stage and no discovery has occurred, it remains too early to evaluate the likely outcome of the case or to estimate any range of potential loss.

We believe the claims lack merit and intend to defend the case vigorously and that we may have counterclaims.

We served an Answer and Counterclaims on May 19, 2023.

Beike served a Reply to our counterclaims on June 21, 2023.

Given that no discovery has occurred, it remains too early to evaluate the likely outcome of the case or to estimate any range of potential loss.

We believe the claims asserted against the company lack merit and intend to defend the case, and to pursue our counterclaims, vigorously.

Securities Class Action

On June 30, 2023, a putative securities class action complaint, captioned Salzman v.

ImmunityBio, Inc.

3:23-cv-01216-BEN-WVG, was filed in the U.S.

District Court for the Southern District of California against the company and three of its officers and/or directors, asserting violations of Sections 10(b) and 20(a) of the Exchange Act.

Stemming from the company’s disclosure on May 11, 2023 that it had received an FDA CRL stating, among other things, that it could not approve the company’s BLA for its product candidate, Anktiva in combination with BCG for the treatment of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease, in its present form due to deficiencies related to its pre-license inspection of the company’s third-party CMOs, the complaint alleges that the defendants had previously made materially false and misleading statements and/or omitted material adverse facts regarding its third-party clinical manufacturing organizations and the prospects for regulatory approval of the BLA.

The company believes the lawsuit is without merit and intends to defend the case vigorously.

The company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this action.

If an unfavorable outcome were to occur, it is possible that the impact could be material to the company’s results of operations in the period(s) in which any such outcome becomes probable and estimable.

Altor BioScience, LLC, and NantCell, Inc.

11 unchanged sentences

Also on December 23, 2022, Altor and NantCell filed a complaint in the United States District Court for the Southern District of Florida against HCW Biologics, Inc.

(HCW Biologics), Dr.

Wong’s new company.

Altor’s and NantCell’s complaint asserts claims for misappropriation of trade secrets under both Florida and federal law, inducement of breach of contract, tortious interference with contractual relations, inducement of breach of fiduciary duty, conversion, unjust enrichment, replevin, request for assignment of patents and patent applications, and establishment of a constructive trust.

On January 31, 2023, HCW Biologics filed motions to compel arbitration of Altor’s and NantCell’s claims, or in the alternative to stay or dismiss them.

Altor and NantCell filed an opposition to the motions on February 14, 2023, and HCW Biologics filed reply papers on February 21, 2023.

On January 31, 2023, HCW filed motions to compel arbitration of Altor’s and NantCell’s claims, or in the alternative to stay or dismiss them.

Altor and NantCell filed an opposition to the motions on February 14, 2023, and HCW filed reply papers on February 21, 2023.

At a hearing on April 18, 2023, the court heard argument and requested supplemental briefing.

1 unchanged sentence

On May 1, 2023, we filed our arbitration demand asserting the same claims against HCW that were asserted in the federal court complaint.

HCW has yet to respond.

On May 15, 2023, HCW filed an Answering Statement denying the claims.

The parties are currently engaged in discovery.

The hearing in the consolidated arbitration is scheduled to begin on February 5, 2024.

Stipulation of Settlement

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings