What changed in this filing

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Item 5. Other Information

2022-05-10 compared with 2021-11-12 · 33 added, 55 removed, 27 unchanged (77% 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.

Item 1.01 Entry into a Material Definitive Agreement.

Second Amendment to NantWorks Facility License Agreement

On May 6, 2022, we amended our facility license agreement with NantWorks, a related party, to expand the licensed premises by 36,830 rentable square feet to an aggregate total of 46,330 rentable square feet.

Effective May 1, 2022, the license fee is approximately $273,700 per month, which is subject to a 3% increase commencing on January 1 of each year.

The space continues to be rented on a month-to-month basis, which can be terminated by either party with at least 30 days’ prior written notice to the other party.

23 Alaska, LLC Lease Agreement

On May 6, 2022, we entered into a lease agreement with 23 Alaska, LLC, a related party, for a 47,265 rentable square foot facility located at 2335 Alaska Ave., El Segundo, California, to be used primarily for pharmaceutical development and manufacturing, research and development, and office space.

Under the terms of the agreement, the lease term begins on May 1, 2022 and expires on April 30, 2027.

The base rent is approximately $139,400 per month with an annual increase of 3% on May 1 of each year beginning in 2023 during the initial term.

We will receive a rent abatement for the second through sixth month of the lease.

We are also required to pay $7,600 per month for parking during the initial term and extension term, if exercised.

The company is responsible for the payment of real property taxes, repairs and maintenance, improvements, insurance, and operating expenses during the term of the lease.

The company is responsible for the costs associated with the build-out of the premises and will received a one-time tenant improvement allowance of $945,300 from the landlord.

The company has an option to extend the lease term for one additional consecutive five-year period.

At the beginning of the option term, the initial monthly base rent will be adjusted to market rent (as defined in the lease agreement) with an annual increase of 3% during the option term.

The above description of the second amendment to NantWorks facility license agreement and 23 Alaska, LLC lease agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the respective agreements.

Copies of both agreements will be filed with the SEC as exhibits to our Quarterly Report on Form 10-Q for the quarter ending June 30, 2022.

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).

3 unchanged sentences

(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.

( 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.

(incorporated by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K filed with

the SEC on December 22, 2020).

10.1†† Purchase Agreement, by and between Athenex, Inc.

and ImmunityBio, Inc.

dated as of January 7, 2022

(incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8 -K filed

with the SEC on January 12, 2022) .

10.2* Fort Schuyler Management Corporation Lease, effective as of October 1, 2021, between Fort Schuyler Management Corporation, as Landlord, and Athenex, Inc., as Tenant.

10.3* First Amendment to Lease, effective as of February 14, 2022, by and among Fort Schuyler Management Corporation and Immunity, Bio, Inc.

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

2 unchanged sentences

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

7 unchanged sentences

_______________

† 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 similar attachments 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 similar attachment upon request.

* 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.

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.

** 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 SEC and are not to be incorporated by reference into any filing of ImmunityBio, Inc.

under the Securities Act, as amended, or the Exchange Act, as amended, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

IMMUNITYBIO, INC.

November 12, 2021

/s/ Richard Adcock

2 unchanged sentences

(Principal Executive Officer)

November 12, 2021

Chief Financial Officer

1 unchanged sentence

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