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Item 9A. Controls and Procedures

2024-03-19 compared with 2023-03-01 · 87 added, 55 removed, 249 unchanged (36% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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.

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 CEO and 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.

14 unchanged sentences

Based on this evaluation, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective.

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 147 of this Annual Report under the heading “Report of Independent Registered Public Accounting Firm,” which expresses an unqualified opinion concerning the effectiveness of the company’s internal control over financial reporting as of December 31, 2022.

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

Management’s report was not subject to attestation by our registered independent public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

13 unchanged sentences

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 SEC on Schedule 14A in connection with our 2023 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, 2022, 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 SEC on Schedule 14A in connection with our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023, and is incorporated herein by reference.

EXECUTIVE COMPENSATION.

15 unchanged sentences

“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).

The documents listed below are incorporated by reference or filed or furnished 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

12 unchanged sentences

POSASR 333-255699 3.3 March 1, 2022

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

dated October 18, 2023.

10-Q 001-37507 3.4 November 9, 2023

3.5 Amended and Restated Bylaws of ImmunityBio, Inc.

16 unchanged sentences

4.7* Description of Registrant’s Securities.

10-K 001-37507 4.7 March 1, 2022

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

S-4 333-252232 10.13 January 19, 2021

4.9 Form of December 2022 Common Stock Purchase Warrant.

8-K 001-37507 4.1 December 12, 2022

4.10 Amended Form of February 2023 Common Stock Purchase Warrant.

10-Q 001-37507 4.1 November 9, 2023

4.11 Form of July 2023 Common Stock Purchase Warrant.

8-K 001-37507 4.1 July 21, 2023

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

6 unchanged sentences

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 Form of Common Stock Purchase Warrant, dated December 12, 2022, issued by ImmunityBio, Inc.

to the Holder.

8-K 001-37507 4.1 December 12, 2022

10.5† 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

10.6 Securities Purchase Agreement, dated as of December 12, 2022, between ImmunityBio, Inc.

and the Purchasers.

10.3+* Revenue Interest Purchase Agreement dated as of December 29, 2023 among ImmunityBio, Inc., the Purchasers from time to time party hereto and Infinity SA LLC.

10.4+* Security and Pledge Agreement as of December 29, 2023 among ImmunityBio, Inc., the Subsidiary Guarantors listed on the signature pages hereto, such other parties that may become Grantors hereunder after the date hereof and Infinity SA LLC.

10.5+* Stock Purchase and Option Agreement dated December 29, 2023 by and between the Investors and ImmunityBio, Inc.

10.6 Stock Purchase Agreement, dated September 11, 2023, by and among ImmunityBio, Inc., NantCell, Inc., Nant Capital, LLC, NantMobile, LLC, and NantCancerStemCell, LLC.

10-Q 001-37507 10.3 November 9, 2023

10.7 Securities Purchase Agreement dated as of July 20, 2023.

8-K 001-37507 10.1 July 21, 2023

10.8 Securities Purchase Agreement dated as of February 15, 2023 .

8-K 001-37507 10.1 February 15, 2023

Number Incorporated by Reference Herein

Description Form File No.

10.9 Securities Purchase Agreement, dated as of December 12, 2022.

8-K 001-37507 10.1 December 12, 2022

4 unchanged sentences

S-4 333-252232 10.4 January 19, 2021

10.9 FDA 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 10.11 January 19, 2021

10.12 Sales 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

Number Incorporated by Reference Herein

Description Form File No.

10.11† 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

10.13* Letter Amendment dated December 29, 2023 to the Convertible Promissory Notes dated March 31, 2023 (as amended on September 11, 2023) and September 30, 2023 issued by ImmunityBio, Inc.

to Nant Capital, LLC .

10.14 Convertible Promissory Note between ImmunityBio, Inc.

and Nant Capital, LLC dated September 1 1 , 202 3 .

10-Q 001-37507 10.4 November 9, 2023

10.15 Letter of Amendment dated as of September 11, 2023 to the Convertible Promissory Note issued by ImmunityBio, Inc.

to Nant Capital, LLC dated March 31, 2023.

10-Q 001-37507 10.8 November 9, 2023

10.16 Convertible Promissory Note by and between ImmunityBio, Inc.

and Nant Capital, LLC dated March 31, 2023.

8-K 001-37507 10.1 March 31, 2023

10.17* Amended and Restated Promissory Note between ImmunityBio, Inc.

and Nant Capital, LLC dated December 29, 2023.

10.18 Letter of Amendment dated as of September 11, 2023 to the Promissory Note issued by ImmunityBio, Inc.

to Nant Capital, LLC dated December 12, 2022.

10-Q 001-37507 10.7 November 9, 2023

10.19 Promissory Note between ImmunityBio, Inc.

1 unchanged sentence

8-K 001-37507 10.2 December 12, 2022

10.20 Letter of Amendment dated as of September 11, 2023 to the Promissory Note issued by ImmunityBio, Inc.

to Nant Capital, LLC dated August 31, 2022.

10-Q 001-37507 10.6 November 9, 2023

10.21 Promissory Note between ImmunityBio, Inc.

1 unchanged sentence

10-Q 001-37507 10.1 November 9, 2022

10.22 Letter of Amendment dated as of September 11, 2023 to the Promissory Note issued by ImmunityBio, Inc.

to Nant Capital, LLC dated June 13, 2023.

10-Q 001-37507 10.9 November 9, 2023

Number Incorporated by Reference Herein

Description Form File No.

10.23 Promissory Note between ImmunityBio, Inc.

and Nant Capital, LLC dated June 13, 2023.

8-K 001-37507 10.1 June 14, 2023

10.24 Letter of Amendment dated as of September 11, 2023 to the Amended and Restated Promissory Note issued by ImmunityBio, Inc.

to Nant Capital, LLC dated August 31, 2022.

10-Q 001-37507 10.5 November 9, 2023

10.25 Amended and Restated Promissory Note between ImmunityBio, Inc.

11 unchanged sentences

10.29 Second Amended and Restated Convertible Promissory Note between ImmunityBio, Inc.

and NantWorks, LLC dated August 31, 2022.

10-Q 001-37507 10.6 November 9, 2022

10.19 Second Amended and Restated Convertible Promissory Note between ImmunityBio, Inc.

and NantCancerStemCell, LLC dated August 31, 2022.

9 unchanged sentences

10-Q 001-37507 10.7 August 8, 2022

Number Incorporated by Reference Herein

Description Form File No.

10.34 Third Amendment to Lease dated April 12, 2022 by and between ARE-JOHN HOPKINS COURT, LLC and ImmunityBio, Inc.

2 unchanged sentences

10-K 001-37507 10.23 March 30, 2016

Number Incorporated by Reference Herein

Description Form File No.

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

4 unchanged sentences

10-Q 001-37507 10.1 November 10, 2016

10.39 Extension of Commercial Lease by and between 605 Doug St, LLC and ImmunityBio, Inc., dated June 30, 2023.

10-Q 001-37507 10.2 August 8, 2023

10.40+ 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

10.41* Extension of Commercial Lease by and between Duley Road, LLC and Altor BioScience Manufacturing Company, LLC, dated October 3, 2023.

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

12 unchanged sentences

10-Q 001-37507 10.3 November 12, 2021

Number Incorporated by Reference Herein

Description Form File No.

10.49 Lease Termination Agreement effective May 31, 2022 by and between ImmunityBio, Inc.

3 unchanged sentences

10-Q 001-37507 10.4 November 12, 2021

Number Incorporated by Reference Herein

Description Form File No.

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

4 unchanged sentences

10-Q 001-37507 10.5 August 8, 2022

10.54 L ease Termination Agreement dated as of August 31, 2023 by and between I mmunityBio , Inc.

and 23 Alaska, LLC .

10-Q 001-37507 10.2 November 9, 2023

Purchase Agreement by and between Athenex, Inc.

22 unchanged sentences

10.63# 2014 NantKwest, Inc.

Equity Incentive Plan and f orms of a greement t hereunder.

Equity Incentive Plan and forms of agreement thereunder.

S-1 333-205124 10.2 June 19, 2015

5 unchanged sentences

S-4 333-252332 10.14 January 19, 2021

Number Incorporated by Reference Herein

Description Form File No.

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

S-4 333-252332 10.25 January 19, 2021

10.54 Letter Agreement, dated February 14, 2018, by and between NantPharma, LLC and Immunotherapy NANTibody, LLC.

S-4 333-252332 10.26 January 19, 2021

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

8-K 001-37507 99.1 June 10, 2019

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

8-K 001-37507 99.2 June 10, 2019

21.1* Subsidiaries of ImmunityBio, Inc.

1 unchanged sentence

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

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.

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.

24.1* Power of Attorney (Contained in Signature Page to this Annual Report).

Number Incorporated by Reference Herein

Description Form File No.

31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a) of the Securities Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a) of the Securities Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1#+* ImmunityBio, Inc.

Compensation Recovery Policy as adopted or most recently updated on November 29, 2023.

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).

9 unchanged sentences

under the Securities Act or the Exchange Act, 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).

+ Some information has been redacted pursuant to Item 601of Regulation S-K.

The company agrees to furnish to the SEC a copy of any redacted information upon request.

FORM 10-K SUMMARY.

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.

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 to be signed on its behalf by the undersigned, thereunto duly authorized.

IMMUNITYBIO, INC.

12 unchanged sentences

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.

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, 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 has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature Title Date

13 unchanged sentences

Simon Chief Corporate Affairs Officer and Director March 19, 2024

/s/ Michael D.

Blaszyk Director March 1, 2023

/s/ Michael Blaszyk Director March 19, 2024

/s/ John Owen Brennan Director March 19, 2024

2 unchanged sentences

/s/ Cheryl L.

Cohen Director March 1, 2023

Cohen Lead Independent Director March 19, 2024

/s/ Linda Maxwell Director March 19, 2024

3 unchanged sentences

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