Item 5. Other Information
ITEM 5. OTHER INFORMATION.
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.
118
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.
(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.
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.
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).
_______________
† 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 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.
119
Table of Contents
SIGNATURES
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.
Registrant
Date: May 10, 2022
By: /s/ Richard Adcock
Richard Adcock
Chief Executive Officer
(Principal Executive Officer)
Date: May 10, 2022
By: /s/ David C. Sachs
David C. Sachs
Chief Financial Officer
(Principal Financial Officer)
120
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.