What changed in this filing

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Item 5. Other Information

2021-11-12 compared with 2021-08-12 · 61 added, 16 removed, 21 unchanged (79% of the section changed)

OTHER INFORMATION.

On November 9, 2021 (the “Start Date”), the board of directors (the “Board”) of ImmunityBio, Inc.

appointed Regan Lauer as the company’s Chief Accounting Officer to serve as its Principal Accounting Officer for filings under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and requirements under other applicable rules and laws.

Lauer, age 52, was Corporate Vice President of Accounting at Progenity, Inc., a biotechnology company, from October 2019 to November 2021.

Previously, Ms.

Lauer worked for Silvergate Capital Corporation where she was Chief Financial Officer from June 2016 to April 2019 and Senior Vice President and Corporate Controller from February 2013 to June 2016.

Prior to that, Ms.

Lauer worked for First PacTrust Bancorp, Inc.

from 2000 to 2012 holding many executive positions including Principal Accounting Officer and Senior Vice President and Corporate Controller.

Lauer began her career with Deloitte and holds a Bachelor’s degree in accounting from the Saint Louis University.

There are no family relationships between Ms.

Lauer and any director or executive officer of the company.

In accordance with the terms of the Offer Letter by and between the company and Ms.

Lauer, dated October 12, 2021 (the “Offer Letter”), she will earn an annual base salary of $300,000.

Lauer will also be eligible to participate in the company’s annual discretionary bonus plan (the “Bonus Plan”) beginning on the Start Date, with an annual target bonus of 40% of her annual salary, or $120,000 (her “Target Bonus”).

For 2021, Ms.

Lauer will receive a prorated cash bonus under the Bonus Plan equal to 66% of her Target Bonus, or $80,000, payable in cash in 2022.

Beginning in 2022 and after, her Target Bonus will be subject to adjustment (at, under or above the prescribed amount) based on company performance targets and other factors as may be determined by the Board in its sole discretion.

Subject to the recommendation of the Compensation Committee of the Board and the approval of the Board, Ms.

Lauer will receive a one-time award under the NantKwest 2015 Equity Incentive Plan (the “2015 Plan”) with a value of $400,000 (the “Award”).

The Award, if approved, will consist of restricted stock units (“RSUs”), the amount of which will be based on a trailing 20-trading day average from the grant date of the Award (the “Grant Date”).

Each RSU, once vested, entitles the holder to one share of the company’s common stock.

The RSUs subject to the Award will vest as follows:

one-third will vest on the date 18 months after the Grant Date, one-third will vest on the date 24 months after the Grant Date and one-third will vest on the date 36 months after the Grant Date, in each case subject to Ms.

Lauer’s continuous employment with the company through the applicable vesting date.

The Award, if approved, will be subject to the terms and conditions of the 2015 Plan and the Award Agreement approved thereunder.

Lauer will also be eligible to receive a severance payment equal to 18 weeks of her then-current base salary, in the event she is terminated by the company without Cause (as defined in the Offer Letter).

Such severance payment, if made, will be a single cash payment paid on the 60 th day following Ms.

Lauer’s date of termination without Cause.

Lauer will be eligible to receive benefits available to the company’s full-time employees, including healthcare and retirement benefits.

Also in connection with her appointment, Ms.

Lauer executed the company’s standard form of indemnification agreement.

The documents listed below are incorporated by reference or are filed with this Quarterly Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S‑K).

Description of Exhibit

Number Description of Exhibit

2.1 Agreement and Plan of Merger, dated as of December 21, 2020, by and among ImmunityBio, Inc.

1 unchanged sentence

(f/k/a ImmunityBio, Inc.) and Nectarine Merger Sub, Inc.

(filed as Exhibit 2.1 to the company’s Current Report on Form 8-K filed with the SEC on December 22, 2020).

Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc.

(f/k/a NantKwest, Inc.) dated March 9, 2021 (filed as Exhibit 3.1 to the company’s Form 8-K filed with the SEC on March 10, 2021).

Amended and Restated Bylaws of ImmunityBio, Inc., effective as of March 10, 2021.

First Amendment to Lease made and entered into as of May 28, 2021, but made effective as of April 1, 2021, by and between 605 Nash, LLC and ImmunityBio, Inc.

( i nco rporated by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K filed with the SEC

on December 22, 2020).

3.1 Amended and Restated Certificate of Incorporation of ImmunityBio, Inc.

( incorporated by reference to Exhibit 3.1 to the company’s Form 8-K filed with the SEC on August 4, 2015 ,

and to Exhibit 3.1 to the company ’ s Form 8-K with the SEC on March 10, 2021).

3.2 Amended and Restated Bylaws of ImmunityBio, Inc.

( incorporated by reference to Exhibit 3.2

to the company ’ s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2021 ) .

10.1 First Amendment to Lease made and entered into as of May 28, 2021, but made effective as of

April 1, 2021, by and between 605 Nash, LLC and ImmunityBio, Inc .

( in co rporated by refer ence to

Exhibit 10.1 to the company ’ s Quar ter ly R eport on Form 10-Q filed with the SEC on August 12 , 2021) .

10.2* Membership Interest Purchase Agreement entered into as of September 27, 2021, by and among Nant Capital, LLC and ImmunityBio, Inc.

10.3* Industrial/Commercial Lease Agreement, dated September 27, 2021, by and between 557 Doug St, LLC and ImmunityBio, Inc.

10.4* Commercial Lease Agreement, dated September 27, 2021 and made effective October 1, 2021, by and between 420 NASH, LLC and ImmunityBio, Inc.

31.1* Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer.

3 unchanged sentences

99.2 Combined Consolidated Financial Statements of ImmunityBio, Inc.

as of December 31, 2020 and December 31, 2019 (including NantCell, Inc.) (filed as Exhibit 99.2 to the company’s Current Report on Form 8-K/A filed with the SEC on April 22, 2021).

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Labels Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

as of December 31, 2020

and December 31, 2019 (including NantCell, Inc.) ( inc o rporated by refer ence to Exhibit 99.2

to the company’s Current Report on Form 8-K/A filed with the SEC on April 22, 2021).

101.INS Inline XBRL Instance Document (the instance document does not appear in the

Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

______________________

* Filed herewith.

3 unchanged sentences

IMMUNITYBIO, INC.

August 12, 2021

November 12, 2021

/s/ Richard Adcock

2 unchanged sentences

(Principal Executive Officer)

August 12, 2021

November 12, 2021

Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

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 5. Other Information