Item 5. Interest in Securities of the Issuer.
The disclosure in Item 5 is hereby amended and restated as follows:
(a) and (b) Cambridge Equities beneficially owns 261,705,814 shares of the Issuers Common Stock, representing approximately 60.0% of
the outstanding Common Stock. MP 13 Ventures may be deemed to beneficially own, and share voting power and investment power with Cambridge Equities over, all shares of Common Stock beneficially owned by Cambridge Equities.
NantWorks beneficially owns 9,986,920 shares of the Issuers Common Stock. NantWorks is the majority shareholder of NantBio, which
beneficially owns 8,383,414 shares of the Issuers Common Stock, NantMobile, which has the right to acquire 10,716,386 shares of the Issuers Common Stock within 60 days of May 12, 2023 pursuant to the conversion of a
promissory note, and NantCancerStemCell, which has the right to acquire 7,302,534 shares of the Issuers Common Stock within 60 days of May 12, 2023 pursuant to the conversion of a promissory note, and as a result may be deemed
to beneficially own, and share voting power and investment power over, all of the shares of the Issuers Common Stock described above as being beneficially owned by NantBio, NantMobile and NantCancerStemCell. As a result, NantWorks may be
deemed to beneficially own, in the aggregate, 36,389,254 shares of the Issuers Common Stock, representing approximately 8.0% of the outstanding Common Stock of the Issuer.
Nant Capital beneficially owns, in the aggregate, 42,424,780 shares of the Issuers Common Stock, consisting of 100,000 shares
of the Issuers Common Stock directly owned by Nant Capital and 42,324,780 shares of the Issuers Common Stock that may be acquired by Nant Capital within 60 days of May 12, 2023 pursuant to the conversion of certain
promissory notes, representing approximately 8.9% of the outstanding Common Stock of the Issuer.
California Capital beneficially owns
7,976,159 shares of the Issuers Common Stock. California Capital owns a majority of the shares of NantWorks and Nant Capital and may be deemed to beneficially own, and share voting power and investment power over, all of the shares of the
Issuers Common Stock described above as being beneficially owned by NantWorks, Nant Capital, NantBio, NantMobile and NantCancerStemCell. As a result, California Capital may be deemed to beneficially own, in the aggregate,
86,790,193 shares of the Issuers Common Stock, representing approximately 17.5% of the outstanding Common Stock of the Issuer.
Dr. Soon-Shiong beneficially owns 30,633,330 shares of the Issuers Common Stock, which consists of 29,473,932 shares of
the Issuers Common Stock directly owned by Dr. Soon-Shiong and options to purchase a total of 1,159,398 shares of the Issuers Common Stock held by Dr. Soon-Shiong that are fully-vested. Dr. Soon-Shiong has the sole
power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 30,633,330 shares of the Issuers Common Stock. In addition, Dr. Soon-Shiong may be deemed to beneficially own, and share voting
power and investment power over, all shares of the Issuers Common Stock described above as being beneficially owned by Cambridge Equities, NantWorks, NantBio, NantMobile, NantCancerStemCell, Nant Capital and California Capital, as well as
5,618,326 shares of the Issuers Common Stock held by the Chan Soon-Shiong Family Foundation, an exempt corporation organized under the laws of the State of Delaware, of which Dr. Soon-Shiong is the Chairman. As a result,
Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 384,747,663 shares of the Issuers Common Stock, representing approximately 77.3% of the outstanding Common Stock of the Issuer.
For purposes of this Item 5(a) and (b), the percentages are calculated based upon (x) the shares of the Issuers Common Stock
beneficially owned by the Reporting Person, divided by (y) the sum of (i) 435,984,529 shares of the Issuers Common Stock outstanding as of May 12, 2023 as provided by the Issuer, and (ii) in the case of (w) NantWorks, an
aggregate of 18,018,920 shares of the Issuers Common Stock issuable to NantMobile and NantCancerStemCell upon the conversion of certain promissory notes, (x) Nant Capital, 42,324,780 shares of the Issuers Common Stock
issuable to Nant Capital upon the conversion of certain promissory notes, (y) California Capital, 60,343,700 shares of the Issuers Common Stock issuable to NantMobile, NantCancerStemCell, and Nant Capital upon the conversion of
certain promissory notes and (z) Dr. Soon-Shiong, 61,503,098 shares of the Issuers Common Stock issuable upon the conversion of certain promissory notes to NantMobile, NantCancerStemCell and Nant Capital and options to purchase
a total of 1,159,398 shares of the Issuers Common Stock held by Dr. Soon-Shiong that are fully-vested.
(c) The information
set forth in Item 3 of this Schedule 13D is incorporated herein by reference.
(d) To the knowledge of the Reporting Persons,
other than as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it.
(e) Not applicable.