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Item 5. Market for Registrant’s Common Equity

2022-03-01 compared with 2021-03-04 · 45 added, 52 removed, 7 unchanged (93% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information for Common Stock

Our common stock began trading on the Nasdaq Global Select Market under the symbol “NK” on July 28, 2015.

Prior to that date, there was no public trading market for our common stock.

Market Information

Since the completion of our Merger with NantCell, Inc.

(formerly known as ImmunityBio, Inc.) on March 9, 2021, our common stock has been traded under the ticker symbol “IBRX” on the Nasdaq Global Select Market.

Prior to the Merger, our common stock was traded under the ticker symbol “NK” on the Nasdaq Global Select Market from July 28, 2015 through March 8, 2021, the day before the consummation of the Merger.

Holders of Record

As of March 3, 2021, we had 30 holders of record of our common stock.

As of February 24, 2022, there were approximately 88 stockholders of record of our common stock.

The actual number of stockholders is greater than the number of record holders and includes stockholders who are beneficial owners but whose shares are held in “street name” by brokers and other nominees.

This number of holders of record also does not include stockholders whose shares may be held in trust or by other entities.

The number of stockholders of record also does not include stockholders whose shares may be held in trust or by other entities.

Dividend Policy

To date, we have not declared or paid any cash dividends.

We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future.

Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

Securities Authorized for Issuance Under Our Equity Compensation Plans

Information regarding our equity compensation plans is incorporated by reference to Item 12, “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ” of Part III of this Annual Report.

Recent Sales of Unregistered Securities

Repurchases of Equity Securities by the Issuer

We did not repurchase any shares of our common stock during the three months ended December 31, 2020.

At December 31, 2020, $18.3 million remained authorized for repurchase under our stock repurchase program.

For additional information regarding our stock repurchase program, see Note 11, Stockholders Equity , of the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report.

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock for the foreseeable future.

The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as the Board of Directors may consider relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information regarding our equity compensation plans in effect as of December 31, 2021 (including upon the exercise of stock options and the vesting restricted stock units (RSUs):

Equity Compensation Plan Information

Securities to be

Rights Weighted-average

Exercise Price of

Rights Number of

Available for

Future Issuance

Plans (Excluding

Plan Category (a) (b) (c)

Equity compensation plans approved by security holders (1), (2), (3), (4) 10,640,819 $ 15.62 4,969,446

Equity compensation plan not approved by security holders — —

Total 10,640,819 4,969,446

_______________

(1) The equity compensation plans approved by security holders are the 2014 Equity Incentive Plan (2014 Plan) and the 2015 Equity Incentive Plan (2015 Plan).

The 2014 Plan has terminated as to future grants.

The amount shown in Column (a) with respect to the 2014 Plan includes 503,493 shares issuable upon the exercise of vested stock options.

The amount shown in Column (a) with respect to the 2015 Plan includes 3,075,390 shares issuable upon the exercise of vested stock options and 1,591,401 shares issuable upon the vesting of RSUs.

(2) The Amended and Restated ImmunityBio, Inc.

2015 Stock Incentive Plan (2015 NC Plan) was approved by security holders in conjunction with the Merger.

The 2015 NC Plan has terminated as to future grants.

The amount shown in Column (a) with respect to this plan includes 546,047 shares issuable upon the exercise of vested stock options and 4,924,488 shares issuable upon the vesting of RSUs.

(3) The amount shown in Column (b) is the weighted average exercise price for stock options outstanding.

(4) The amount shown in Column (c) is the number of shares available for grant under the 2015 Plan.

Stock Performance Graph

The following graph compares the cumulative total return on our common stock, the Russell 2000 Index, and the NASDAQ Biotechnology Index over the five-year period ending December 31, 2021.

The graph assumes that $100 was invested in our common stock and in each of the comparative indices as of the market close on December 31, 2015.

The graph assumes that $100 was invested on December 31, 2016 in our common stock or the comparative indices, including reinvestment of dividends.

The returns shown are based on historical results and are not indicative of, or intended to forecast, future performance of our common stock or the comparative indices.

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or incorporated by reference into any filing of NantKwest, Inc.

under the Securities Act of 1933, as amended, or the Securities Act.

Selected Financial Data.

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the consolidated financial statements and related notes, and other financial information included in this Annual Report on Form 10‑K, or Annual Report.

The selected consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the selected consolidated balance sheet data as of December 31, 2020 and 2019 are derived from our audited consolidated financial statements included elsewhere in this Annual Report.

The following selected consolidated statements of operations data for the years ended December 31, 2017 and 2016 and the selected consolidated balance sheet data as of December 31, 2018, 2017 and 2016 are derived from our audited consolidated financial statements not included in this Annual Report.

For the Year Ended December 31,

(In thousands, except share and per share amounts)

Operating expenses:

Research and development (including

amounts with related parties)

Selling, general and administrative

(including amounts with related parties)

Total operating expenses

Loss from operations

Other income (expense):

Investment income, net

Interest expense (including amounts

with related parties)

Other (expense) income, net (including

amounts with related parties)

Total other (expense) income

Loss before income taxes

Income tax (expense) benefit

Net loss per share:

Basic and diluted

Weighted average number of shares

during the period:

Basic and diluted

As of December 31,

(In thousands)

Balance Sheet Data:

Cash and cash equivalents

Working capital

Total liabilities

Total stockholders' equity

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference into any filing of ImmunityBio, Inc.

under the Securities Act of 1933, as amended (the Securities Act).

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among ImmunityBio, Inc., the Russell 2000 Index

and the NASDAQ Biotechnology Index

Recent Sales of Unregistered Securities

Issuer Purchases of Equity Securities

We did not repurchase any shares of our common stock during the three months ended December 31, 2021.

As of December 31, 2021, $18.3 million remained authorized for repurchase under our stock repurchase program.

For additional information regarding our stock repurchase program, see Note 9 , Stockholders’ Deficit, of the “Notes to Consolidated Financial Statements” that appears in Part II, Item 8.

“Financial Statements and Supplementary Data” of this Annual Report.

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-K

Item 5. Market for Registrant’s Common Equity