Item 5. Other Information
ITEM 5. 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.
Ms. 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. Ms. 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. Ms. 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.
Ms. 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. Ms. 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.
129
Table of Contents
ITEM 6. EXHIBITS.
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).
Exhibit
Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of December 21, 2020, by and among ImmunityBio, Inc.
(f/k/a NantKwest, Inc.), NantCell, Inc. (f/k/a ImmunityBio, Inc.) and Nectarine Merger Sub, 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. , as amended
( 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.
31.2* Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer.
32.1** Section 1350 Certification of Chief Executive Officer.
32.2** Section 1350 Certification of Chief Financial Officer.
99.2 Combined Consolidated Financial Statements of ImmunityBio, Inc. 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.
** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of ImmunityBio, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.
130
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IMMUNITYBIO, INC.
Date: November 12, 2021
By: /s/ Richard Adcock
Richard Adcock
Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 2021
By: /s/ David C. Sachs
David C. Sachs
Chief Financial Officer
(Principal Financial Officer)
131
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.