What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-04 · 223 added, 139 removed, 60 unchanged (86% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Management, with the participation of its Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020.

The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2020, our CEO and CFO have concluded that, as of December 31, 2020, our disclosure controls and procedures were effective at the reasonable assurance level.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives of ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer (CEO) and chief financial officer (CFO), as appropriate, to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

There is no assurance that our disclosure controls and procedures will operate effectively under all circumstances.

Management’s Report on Internal Control Over Financial Reporting

2 unchanged sentences

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance (a) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, (b) our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (ii) provide reasonable assurance (a) that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, (b) that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (c) regarding the prevention or timely detection of the unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

3 unchanged sentences

Based on this evaluation, our management concluded that, as of December 31, 2021, our internal control over financial reporting was effective.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

The effectiveness of the company’s internal control over financial reporting has been audited by Ernst & Young LLP, our independent registered public accounting firm, as stated in its attestation report appearing on page 136 of this Annual Report under the heading “Report of Independent Public Accounting Firm on Internal Control Over Financial Reporting”, which expresses an unqualified opinion concerning the effectiveness of the company’s internal control over financial reporting as of December 31, 2021.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

8 unchanged sentences

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission on Schedule 14A in connection with our 2021 Annual Meeting of Stockholders, or the Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2020, and is incorporated herein by reference.

The information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission on Schedule 14A in connection with our 2022 Annual Meeting of Stockholders (the Proxy Statement), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2021, and is incorporated herein by reference.

EXECUTIVE COMPENSATION.

4 unchanged sentences

The information required by this item will be contained in the Proxy Statement under the headings “Certain Relationships and Related Party Transactions” and “Board of Directors and Corporate Governance,” and is incorporated herein by reference.

Principal Accounting Fees and Services.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item will be contained in the Proxy Statement under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm – Fees Paid to the Independent Registered Public Accounting Firm” and is incorporated herein by reference.

Exhibits, Financial Statement Schedules.

The consolidated financial statements schedules and exhibits filed as part of this Annual Report on Form 10‑K, or Annual Report, are as follows:

(1) Consolidated financial statements

Reference is made to the consolidated financial statements identified in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report.

(2) Financial Statement Schedules

All other schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is otherwise on the consolidated financial statements or notes thereto.

The documents listed in the Exhibit Index of this Annual Report are incorporated by reference or are filed with this Annual Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

Exhibit Index

Incorporated by Reference Herein

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

and Nectarine Merger Sub, Inc.

December 22, 2020

Amended and Restated Certificate of Incorporation of NantKwest, Inc .

August 4, 2015

Amended and Restated Bylaws of NantKwest, Inc., effective as of June 18, 2020 .

June 19, 2020

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

The consolidated financial statements, financial statement schedules and exhibits filed as part of this Annual Report are as follows:

(1) Financial Statements

Reference is made to the consolidated financial statements identified in the “Index to Financial Statements” under P art II, Item 8.

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

(2) Financial Statement Schedules for the Years Ended December 31, 2021, 2020 and 2019

All financial statement schedules have been omitted because the information required to be set forth therein is not applicable or is otherwise included in the consolidated financial statements or notes thereto.

See Part II, Item 8.

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

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

Number Incorporated by Reference Herein

Description Form File No.

2.1† Agreement and Plan of Merger, dated 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.

8-K 001-37507 2.1 December 22, 2020

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

8-K 001-37507 3.1 August 4, 2015

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

dated March 9, 2021.

8-K 001-37507 3.1 March 10, 2021

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

dated February 1, 2022.

POSASR 333-255699 3.3 March 1, 2022

3.4 Amended and Restated Bylaws of ImmunityBio, Inc .

effective as of March 10, 2021.

10-Q 001-37507 3.2 August 12, 2021

4.1 Nominating Agreement by and between the Registrant and Cambridge Equities, LP, dated June 18, 2015.

June 19, 2015

Form of Registration Rights Agreement by and between the Company and the Purchasers of Common Stock, dated June 2015 .

June 19, 2015

Registration Rights Agreement by and between the Company and Cambridge Equities LP, dated December 23, 2014 .

June 19, 2015

Form of Subscription and Securities Purchase Agreement among the Company and the Subscribers of Series C Preferred Stock, dated as of April 1, 2014 .

June 19, 2015

Registration Rights Agreement, among the Company and the purchasers of Series B Preferred Stock, dated as of June 20, 2013 .

June 19, 2015

S-1 333-205124 4.1 June 19, 2015

4.2 Form of Registration Rights Agreement by and between the Registrant and the Purchasers of Common Stock, dated June 2015.

S-1 333-205124 4.2 June 19, 2015

4.3 Registration Rights Agreement by and between the Registrant and Cambridge Equities LP.

dated December 23, 2014.

S-1 333-205124 4.3 June 19, 2015

Number Incorporated by Reference Herein

Description Form File No.

4.4 Form of Subscription and Securities Purchase Agreement among the Registrant and the Subscribers of Series C Preferred Stock, dated as of April 1, 2014.

S-1 333-205124 4.5 June 19, 2015

4.5 Registration Rights Agreement, among the Registrant and the purchasers of Series B Preferred Stock, dated as of June 20, 2013.

S-1 333-205124 4.6 June 19, 2015

4.6 Specimen Common Stock Certificate.

July 15, 2015

Description of the Registrant’s Securities .

March 25, 2020

Form of Indemnification Agreement between the Company and each of its directors and executive officers .

June 19, 2015

2014 Equity Incentive Plan and forms of agreements thereunder .

June 19, 2015

2015 Equity Incentive Plan (as Amended and Restated June 10, 2020) and all forms and agreements thereunder .

August 7, 2020

Executive Incentive Compensation Plan .

July 15, 2015

Amended and Restated Executive Employment Agreement between the Company and Patrick Soon-Shiong, effective March 24, 2015 .

July 15, 2015

Incorporated by Reference Herein

S-8 POS 333-252232 4.1 May 21, 2021

4.7* Description of Registrant’s Securities.

10.1 Voting Agreement, dated as of December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc.

and the NantKwest, Inc.

stockholders party thereto.

8-K 001-37507 10.1 December 22, 2020

10.2 Voting Agreement, dated as of December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc.

and the ImmunityBio, Inc.

stockholders party thereto.

8-K 001-37507 10.2 December 22, 2020

10.3+ Common Stock Purchase Warrant, dated June 30, 2016, issued by the Company to NantWorks, LLC.

S-4 333-252232 10.13 January 19, 2021

10.4† Common Stock Purchase Agreement, dated April 30, 2018, by and among ImmunityBio, Inc.

and NantBio, Inc.

S-4 333-252232 10.30 January 19, 2021

10.5 Open Market Sale Agreement dated April 30, 2021, by and between ImmunityBio, Inc.

and Jefferies LLC.

8-K 001-37507 10.1 May 3, 2021

10.6† Agreement and Plan of Merger, dated May 19, 2017, by and among the Company, Altor Acquisition LLC, Altor BioScience Corporation and Shareholder Representative Services LLC.

S-4 333-252232 10.4 January 19, 2021

10.7 FDA Milestone Contingent Value Rights Agreement, dated as of July 31, 2017, by and between the Company and Shareholder Repre sentative Services LLC .

S-4 333-252232 10.11 January 19, 2021

10.8 S ales Milestone Contingent Value Rights Agreement, dated as of July 31, 2017, by and between the Company and Shareholder Representative Services LLC.

S-4 333-252232 10.12 January 19, 2021

10.9† Agreement and Plan of Merger, entered into as of May 15, 2018, by and among the Company, Receptome Acquisition Corporation, Receptome, Inc., and the Selling Stockholder thereunder.

S-4 333-252232 10.5 January 19, 2021

10.10 Promissory Note by and between ImmunityBio, Inc.

and Nant Capital, LLC dated as of December 17, 2021.

8-K 001-37507 10.1 December 20, 2021

Number Incorporated by Reference Herein

Description Form File No.

10.11 Promissory Note issued by ImmunityBio, Inc.

to Nant Capital, LLC dated February 22, 2021.

8-K 001-37507 10.14 March 10, 2021

10.12 Promissory Note issued by ImmunityBio, Inc.

to Nant Capital, LLC dated September 30, 2020.

S-4 333-252232 10.10 January 19, 2021

10.13 Amended and Restated Promissory Note issued by ImmunityBio, Inc.

t o Nant Capital, LLC dated July 28, 2020.

S-4 333-252232 10.6 January 19, 2021

10.14 Amended and Restated Promissory Note issued by ImmunityBio, Inc.

to NantWorks, LLC dated July 28, 2020.

S-4/A 333-252232 10.7 January 19, 2021

10.15 Amended and Restated Promissory Note issued by ImmunityBio, Inc.

to NantCancerStemCell, LLC dated July 28, 2020.

S-4/A 333-252232 10.8 January 19, 2021

10.16 Amended and Restated Promissory Note issued by ImmunityBio, Inc.

to NantMobile, LLC dated July 28, 2020.

S-4/A 333-252232 10.9 January 19, 2021

10.17 Lease Agreement by and between ARE - JOHN HOPKINS COUR T , LLC and the Company, dated June 19, 2015.

S-1/A 333-205124 10.19 July 27, 2015

10.18 Facility License Agreement by and between NantWorks, LLC and the Company , dated as of November 6, 2015.

10-K 001-37507 10.23 March 30, 2016

10.19 First Amendment to Facility License Agreement by and between NantWorks, LLC and the Company , dated as of September 14, 2020.

10-Q 001-37507 10.2 November 9, 2020

10.20 Commercial Lease by and between 605 Doug St, LLC and the Company, dated September 15, 2016.

10-Q 001-37507 10.1 November 10, 2016

10.21+ Commercial Lease by and between Duley Road, LLC and Altor BioScience Manufacturing Company, LLC dated February 1, 2017.

S-4/A 333-252232 10.27 January 19, 2021

10.22+ Commercial Lease by and between Duley Road, LLC and the Company dated January 28, 2019.

S-4/A 333-252232 10.28 January 19, 2021

10.23+ Commercial Lease by and between Duley Road, LLC and the Company dated January 28, 2019.

S-4/A 333-252232 10.29 January 19, 2021

Number Incorporated by Reference Herein

Description Form File No.

10.24 Sublease Agreement between Altor BioScience Manufacturing Company, LLC and the Company, dated as of September 30, 2020.

10-Q 001-37507 10.3 November 9, 2020

10.25 Commercial Lease between 605 Nash, LLC and the Company, dated February 11, 2021.

10-K 001-37507 10.35 March 4, 2021

10.26 First Amendment to Lease (Expansion & Extension) made and entered into as of May 28, 2021 by and between 605 Nash, LLC and Imm unityBio, Inc .

10-Q 001-37507 10.1 August 12, 2021

10.27 Membership Interest Purchase Agreement ente red into as of September 27, 2021 by and among Nant Capital, LLC and ImmunityBio, Inc.

10-Q 001-37507 10.2 November 12, 2021

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

10-Q 001-37507 10.3 November 12, 2021

10.29 Commercial Lease Agreement dated September 27, 2021 by and between 420 Nash, LLC and ImmunityBio, Inc.

10-Q 001-37507 10.4 November 12, 2021

Purchase Agreement by and between Athenex, Inc.

and ImmunityBio, Inc.

dated January 7, 2022 .

8-K 001-37507 10.1 January 12, 2022

10.31+ Letter Agreement effective as of July 1, 2019 between Immuno-Oncology Clinic, Inc.

and the Company.

10-Q 001-37507 10.4 August 6, 2019

10.32 First Amendment to the July 1, 2019 Letter Agreement by and between Immuno-Oncology Clinic, Inc.

and the Company dated March 31, 2020.

10-Q 001-37507 10.1 May 11, 2020

10.33#+ Amended and Restated Executive Employment Agreement between the Company and Patrick Soon-Shiong, M.D., dated July 13 , 2015.

S-1/A 333-205124 10.5 July 15, 2015

10.34#^ Offer Letter between the Company and Richard Adcock, dated October 26, 2020.

10-Q 001-37507 10.4 November 9, 2020

10.35#^ Offer Letter, dated August 3, 2020, between ImmunityBio, Inc.

and David Sachs.

S-4 333-252232 10.31 January 19, 2021

10.36*#^ Offer Letter, dated October 12, 2021, by and among ImmunityBio, Inc.

and Regan Lauer.

10.37# Executive Employment Agreement between the Company and Barry J.

Simon, M.D., dated January 1, 2015.

June 19, 2015

License Agreement between the Company and Brink Biologics, Inc., dated June 9, 2015 .

June 19, 2015

License Agreement between the Company and Coneksis, Inc., dated June 9, 2015 .

June 19, 2015

License Agreement between the Company and Intrexon Corporation, dated February 23, 2010 .

June 19, 2015

UHN-ZelleRx License Agreement between University Health Network and the Company, dated May 9, 2005 .

June 19, 2015

License Agreement, as amended, between Fox Chase Cancer Center and the Company, dated as of July 10, 2004 .

June 19, 2015

Rush-ZelleRx License Agreement, between Rush University Medical Center and the Registrant, dated as of March 24, 2004 .

June 19, 2015

License Agreement, as amended, between Hans G.

Klingemann and the Company, dated February 10, 2003 .

July 27, 2015

Genomic and Proteomic Services Agreement by and between the Company and NantOmics, LLC, dated June 18, 2015 .

June 19, 2015

Lease Agreement by and between ARE - John Hopkins Court, LLC and the Company, dated June 19, 2015 .

July 27, 2015

Shared Services Agreement by and between the Company and NantWorks, LLC, dated November 10, 2015 .

March 30, 2016

Facility License Agreement by and between the Company and NantWorks, LLC, dated November 10, 2015 .

March 30, 2016

Offer Letter between Sonja Nelson and the Company, dated April 7, 2016 .

Amended and Restated Shared Services Agreement by and between the Company and NantWorks LLC, dated June 28, 2016 .

August 15, 2016

Lease agreement by and between the Company and 605 Doug Street, LLC, dated June 28, 2016 .

November 10, 2016

S-1 333-205124 10.6 June 19, 2015

10.38# Letter Agreement with Barry Simon dated May 3, 2018.

August 06, 2018

Offer of Employment Letter with Sonja Nelson dated June 11, 2018 .

August 06, 2018

Notice of Pendency of Proposed Settlement of Stockholder Derivative Action dated May 31, 2019.

June 10, 2019

10-Q 001-37507 10.1 August 6, 2018

10.39#^ Offer Letter between Sonja Nelson and the Company, dated April 7, 2016.

10-Q 001-37507 10.1 May 16, 2016

10.40#^ Revised Offer of Employment Letter with Sonja Nelson dated June 11, 2018.

10-Q 001-37507 10.2 August 6, 2018

Number Incorporated by Reference Herein

Description Form File No.

10.41# ImmunityBio, Inc.

Outside Director Compensation Policy as of March 9, 2021.

8-K 001-37507 10.1 March 10, 2021

10.42 Form of Indemnification Agreement between ImmunityBio, Inc.

and each of its Directors and Executive Officers.

S-1 333-205124 10.1 June 19, 2015

10.43# Executive Incentive Compensation Plan.

S-1/A 333-205124 10.4 July 15, 2015

10.44# 2014 NantKwest, Inc.

Equity Incentive Plan and Forms of Agreement Thereunder.

S-1 333-205124 10.2 June 19, 2015

10.45# 2015 NantKwest, Inc.

Equity Incentive Plan (as Amended and Restated June 10, 2020) and a ll f orms and a greements t hereunder.

10-Q 001-37507 10.1 August 7, 2020

10.46# NantCell, Inc.

2015 Stock Incentive Plan and f orm s of a greement t hereunder.

S-4 333-252332 10.14 January 19, 2021

10.47 Assignment Agreement, dated July 2, 2017, by and between NantPharma, LLC and Immunotherapy NANTibody, LLC.

S-4 333-252332 10.25 January 19, 2021

10.48 Letter Agreement, dated February 14, 2018, by and between NantPharma, LLC and Immunother a p y NANTibody, LLC.

S-4 333-252332 10.26 January 19, 2021

10.49 Notice of Pendancy of Proposed Settlement of Stockholder Derivative Action dated May 31, 2019.

8-K 001-37507 99.1 June 10, 2019

10.50 Stipulation and Agreement of Settlement dated April 10, 2019.

June 10, 2019

Letter Agreement between the Company and Immuno-Oncology Clinic, Inc., dated July 5, 2019.

August 6, 2019

Cost Allocation Agreement between the Company and ImmunityBio, Inc.

and its subsidiaries, dated January 29, 2020 .

March 25, 2020

First Amendment to the July 1, 2019 Letter Agreement between the Company and Immuno-Oncology Clinic, Inc., dated March 31, 2020 .

COVID Joint Development, Manufacturing, and Marketing Agreement between NantKwest, Inc.

and ImmunityBio, Inc.

Binding Term Sheet, dated May 22, 2020 .

August 7, 2020

Incorporated by Reference Herein

COVID Joint Development, Manufacturing, and Marketing Agreement between NantKwest, Inc.

and ImmunityBio, Inc., dated August 21, 2020 .

November 9, 2020

First Amendment to Facility License Agreement by and between NantWorks, LLC and NantKwest, Inc., dated September 14, 2020 .

November 9, 2020

Sublease Agreement between Altor Bioscience Manufacturing Company, LLC and NantKwest, Inc., dated September 14, 2020 .

November 9, 2020

Offer Letter between the Company and Richard Adcock, dated October 26, 2020 .

November 9, 2020

Voting Agreement, dated December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc., and the NantKwest, Inc.

stockholders party thereto.

December 22, 2020

Voting Agreement, dated December 21, 2020, by and among NantKwest, Inc., ImmunityBio, Inc.

and the ImmunityBio, Inc.

stockholders party thereto .

December 22, 2020

Lease Agreement between 605 Nash, LLC and NantKwest, Inc., dated February 11, 2021 .

Subsidiaries.

8-K 001-37507 99.2 June 10, 2019

21.1* Subsidiaries of ImmunityBio, Inc.

as of December 31, 2021.

23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

Power of Attorney (Contained on Signature Page to this Annual Report on Form 10-K).

24.1* Power of Attorney (Contained in Signature Page to this Annual Report on Form 10-K).

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

1 unchanged sentence

32.1** Section 1350 Certification of Chief Executive Officer.

Number Incorporated by Reference Herein

Description Form File No.

32.2** Section 1350 Certification of Chief Financial Officer.

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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).

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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 Annual Report, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of NantKwest, Inc.

** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report 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 Annual Report, irrespective of any general incorporation language contained in such filing.

† Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The company agrees to furnish to the SEC a copy of any omitted schedule or exhibit upon request.

+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The company agrees to furnish to the SEC a copy of any omitted schedule or exhibit upon request.

# Indicates a management contract or compensatory plan.

^ Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6).

FORM 10-K SUMMARY.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

NantKwest, Inc.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

IMMUNITYBIO, INC.

March 1, 2022

2 unchanged sentences

Chief Executive Officer

(Principal Executive Officer)

March 1, 2022

Chief Financial Officer

(Principal Financial Officer)

March 1, 2022

Chief Accounting Officer

(Principal Accounting Officer)

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Richard Adcock and Sonja Nelson, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Each person whose signature appears below constitutes and appoints Richard Adcock, David C.

Sachs and Jason Liljestrom, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

/s/ Patrick Soon-Shiong

Executive Chairman of the Board of Directors

March 4, 2021

Signature Title Date

/s/ Patrick Soon-Shiong Global Chief Scientific and Medical Officer, and

Executive Chairman of the Board of Directors March 1, 2022

Patrick Soon-Shiong

/s/ Richard Adcock

Chief Executive Officer

/s/ Richard Adcock Chief Executive Officer, President and Director

(Principal Executive Officer)

1 unchanged sentence

Richard Adcock

President, Chief Administrative Officer and Director

Sachs Chief Financial Officer

(Principal Financial Officer)

March 1, 2022

/s/ Sonja Nelson

Chief Financial Officer

(Principal Financial and Accounting Officer)

Lauer Chief Accounting Officer

(Principal Accounting Officer)

March 1, 2022

Simon Chief Corporate Affairs Officer and Director March 1, 2022

/s/ Michael D.

March 4, 2021

/s/ Frederick W.

March 4, 2021

Blaszyk Director March 1, 2022

/s/ John Owen Brennan Director March 1, 2022

John Owen Brennan

/s/ Wesley Clark Director March 1, 2022

/s/ Cheryl L.

March 4, 2021

Cohen Director March 1, 2022

/s/ Linda Maxwell Director March 1, 2022

Linda Maxwell

/s/ Christobel Selecky Director March 1, 2022

Christobel Selecky

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 9A. Controls and Procedures