ImmunityBio, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 138 Consolidated Balance Sheets as of December 31, 2023 and 2022 140 Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 141 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021 142 Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2023, 2022 and 2021 143 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 145 Notes to Consolidated Financial Statements 148 137 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of ImmunityBio, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ImmunityBio, Inc. and Subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 138 Table of Contents Related party transactions and disclosures Description of the Matter As described in Notes 10 and 11 to the consolidated financial statements, the Company’s Executive Chairman, Global Chief Scientific and Medical Officer and principal stockholder Dr. Patrick Soon-Shiong has a controlling interest in certain entities with which the Company has entered into material transactions including related party debt transactions with Nant Capital, LLC, NantWorks, NantMobile, LLC and NantCancerStemCell. Affiliates of such entities are also affiliates of the Company due to the common control of the Company’s Executive Chairman, Global Chief Scientific and Medical Officer and principal stockholder. Assessing the sufficiency of procedures performed to identify related parties and significant related party transactions and determining the identified significant related party transactions were properly recorded, presented and disclosed was challenging due to the nature, volume and the significance of related party transactions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s related party process. This included testing controls over management’s identification, review, recognition and disclosure of significant related party transactions. The audit procedures we performed included, among others, testing the completeness and accuracy of the listing of related parties identified and significant related party transactions provided by management, and testing the manner in which significant related party transactions were recorded, presented and disclosed. We performed journal entry searches of identified related parties to verify completeness and accuracy of the Company’s significant related party transactions. We inquired of management, members of the Company’s audit committee, and the Company’s related party transaction committee chair regarding the completeness of the significant related party transactions identified. We also inspected questionnaires received from the Company’s directors and officers, read minutes of the meetings of Board of Directors and its various Committees, read employment and compensation contracts, proxy statements and other relevant filings with the Securities and Exchange Commission that relate to the Company’s financial relationships and transactions with the Company’s executive officers and with other entities controlled by the Company’s Executive Chairman, Global Chief Scientific and Medical Officer and principal stockholder. We confirmed the significant transactions and/or balances, as applicable, with the related parties. We also obtained the underlying agreements for significant related party transactions and assessed the associated accounting and recognition. We involved valuation specialists to assist in evaluating the appropriateness of the valuation methodologies and reasonableness of the assumptions used in the valuation of the related party debt including underlying conversion features and embedded derivatives, as deemed necessary, as described in Note 10 to the consolidated financial statements. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2016. Los Angeles, California March 19, 2024 139 Table of Contents ImmunityBio, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except share and per share amounts) As of December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 265,453 $ 104,641 Marketable securities 1,009 2,543 Due from related parties 2,019 1,890 Prepaid expenses and other current assets (including amounts with related parties) 25,603 31,503 Total current assets 294,084 140,577 Marketable securities, noncurrent 891 840 Property, plant and equipment, net 146,082 143,659 Intangible assets, net 17,093 20,003 Convertible note receivable 6,879 6,629 Operating lease right-of-use assets, net (including amounts with related parties) 36,543 45,788 Other assets (including amounts with related parties) 2,880 4,860 Total assets $ 504,452 $ 362,356 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 9,195 $ 21,016 Accrued expenses and other liabilities 42,708 41,825 Related-party promissory notes, net of discounts and deferred issuance costs ( Note 10 ) — 431,901 Due to related parties 1,136 3,469 Operating lease liabilities (including amounts with related parties) 5,244 2,650 Total current liabilities 58,283 500,861 Related-party nonconvertible note, net of discount ( Note 10 ) 104,586 — Related-party convertible notes and accrued interest, net of discount ( Note 10 ) 576,951 241,271 Revenue interest liability ( Note 9 ) 155,415 — Derivative liabilities ( Note 9 and Note 10 ) 35,333 — Operating lease liabilities, less current portion (including amounts with related parties) 39,942 47,951 Warrant liabilities 118,770 21,636 Other liabilities 1,109 457 Total liabilities 1,090,389 812,176 Commitments and contingencies ( Note 7 ) Stockholders’ deficit: Common stock, $ 0.0001 par value; 1,350,000,000 and 900,000,000 shares authorized as of December 31, 2023 and 2022, respectively; 670,867,344 and 421,569,115 shares issued and outstanding as of December 31, 2023 and 2022, respectively; excluding 163,800 treasury stock shares outstanding as of December 31, 2023 and 2022 67 42 Additional paid-in capital 2,374,620 1,930,936 Accumulated deficit ( 2,961,684 ) ( 2,378,488 ) Accumulated other comprehensive income 10 183 Total ImmunityBio stockholders’ deficit ( 586,987 ) ( 447,327 ) Noncontrolling interests 1,050 ( 2,493 ) Total stockholders’ deficit ( 585,937 ) ( 449,820 ) Total liabilities and stockholders’ deficit $ 504,452 $ 362,356 The accompanying notes are an integral part of these consolidated financial statements. 140 Table of Contents ImmunityBio, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands, except share and per share amounts) Year Ended December 31, 2023 2022 2021 Revenue $ 622 $ 240 $ 934 Operating expenses: Research and development (including amounts with related parties) 232,366 248,149 195,958 Selling, general and administrative (including amounts with related parties) 129,620 102,708 135,256 Impairment of intangible assets 886 681 — Total operating expenses 362,872 351,538 331,214 Loss from operations ( 362,250 ) ( 351,298 ) ( 330,280 ) Other expense, net: Interest and investment income (loss), net 1,131 ( 3,090 ) ( 4,100 ) Interest expense (including amounts with related parties) ( 129,198 ) ( 63,515 ) ( 14,849 ) Loss on equity method investment ( 7,549 ) ( 12,107 ) ( 803 ) Change in fair value of warrant liabilities ( 47,600 ) 13,460 — Change in fair value of related-party convertible note ( 36,203 ) — — Other (expense) income, net (including amounts with related parties) ( 2,223 ) ( 736 ) 193 Total other expense, net ( 221,642 ) ( 65,988 ) ( 19,559 ) Loss before income taxes and noncontrolling interests ( 583,892 ) ( 417,286 ) ( 349,839 ) Income tax benefit (expense) 40 ( 34 ) ( 9 ) Net loss ( 583,852 ) ( 417,320 ) ( 349,848 ) Net loss attributable to noncontrolling interests, net of tax ( 656 ) ( 753 ) ( 3,058 ) Net loss attributable to ImmunityBio common stockholders $ ( 583,196 ) $ ( 416,567 ) $ ( 346,790 ) Net loss per ImmunityBio common share – basic and diluted $ ( 1.15 ) $ ( 1.04 ) $ ( 0.89 ) Weighted-average number of common shares used in computing net loss per share – basic and diluted 508,635,592 399,900,374 389,234,156 The accompanying notes are an integral part of these consolidated financial statements. 141 Table of Contents ImmunityBio, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss (in thousands) Year Ended December 31, 2023 2022 2021 Net loss $ ( 583,852 ) $ ( 417,320 ) $ ( 349,848 ) Other comprehensive (loss) income, net of income taxes: Net unrealized gains (losses) on available-for-sale securities 60 ( 183 ) ( 13 ) Reclassification of net realized gains (losses) on available-for-sale securities included in net loss ( 15 ) 124 — Foreign currency translation adjustments ( 218 ) 238 ( 105 ) Total other comprehensive (loss) income ( 173 ) 179 ( 118 ) Comprehensive loss ( 584,025 ) ( 417,141 ) ( 349,966 ) Less: Comprehensive loss attributable to noncontrolling interests 656 753 3,058 Comprehensive loss attributable to ImmunityBio common stockholders $ ( 583,369 ) $ ( 416,388 ) $ ( 346,908 ) The accompanying notes are an integral part of these consolidated financial statements. 142 Table of Contents ImmunityBio, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Deficit (in thousands, except share amounts) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total ImmunityBio Stockholders’ Deficit Noncontrolling Interests Total Stockholders’ Deficit Shares Amount Balance as of December 31, 2020 382,243,142 $ 38 $ 1,495,163 $ ( 1,615,131 ) $ 122 $ ( 119,808 ) $ 1,318 $ ( 118,490 ) Issuance of common stock “at-the-market” offering, net of commissions and offering costs of $ 4,674 ( Note 13 ) 13,295,817 2 164,528 — — 164,530 — 164,530 Stock-based compensation expense — — 57,181 — — 57,181 — 57,181 Exercise of stock options 1,695,638 — 5,461 — — 5,461 — 5,461 Vesting of RSUs 873,058 — — — — — — — Net share settlement for RSUs vesting ( 277,611 ) — ( 4,064 ) — — ( 4,064 ) — ( 4,064 ) Sales of assets to an entity under common control — — 1,435 — — 1,435 — 1,435 Other comprehensive (loss) income, net of tax — — — — ( 118 ) ( 118 ) — ( 118 ) Net loss — — — ( 346,790 ) — ( 346,790 ) ( 3,058 ) ( 349,848 ) Balance as of December 31, 2021 397,830,044 40 1,719,704 ( 1,961,921 ) 4 ( 242,173 ) ( 1,740 ) ( 243,913 ) Issuance of common stock “at-the-market” offering, net of commissions and offering costs of $ 302 ( Note 13 ) 2,051,894 — 13,129 — — 13,129 — 13,129 Conversion of related-party convertible note and accrued interest, net of unamortized debt discount, into equity ( Note 10 ) 9,986,920 1 51,946 — — 51,947 — 51,947 Issuance of shares in a registered direct offering, net of discount and offering costs of $ 1,897 and value ascribed to associated warrants ( Note 12 ) 9,090,909 1 13,006 — — 13,007 — 13,007 Stock-based compensation expense — — 40,179 — — 40,179 — 40,179 Exercise of stock options 14,767 — 74 — — 74 — 74 Vesting of RSUs 521,296 — — — — — — — Net share settlement for RSUs vesting ( 156,011 ) — ( 616 ) — — ( 616 ) — ( 616 ) Shares issued pursuant to litigation settlement 2,229,296 — 10,656 — — 10,656 — 10,656 The accompanying notes are an integral part of these consolidated financial statements. 143 Table of Contents ImmunityBio, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Deficit (Continued) (in thousands, except share amounts) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total ImmunityBio Stockholders’ Deficit Noncontrolling Interests Total Stockholders’ Deficit Shares Amount Gain on extinguishment of debt with related parties under common control — — 82,858 — — 82,858 — 82,858 Other comprehensive income (loss), net of tax — — — — 179 179 — 179 Net loss — — — ( 416,567 ) — ( 416,567 ) ( 753 ) ( 417,320 ) Balance as of December 31, 2022 421,569,115 42 1,930,936 ( 2,378,488 ) 183 ( 447,327 ) ( 2,493 ) ( 449,820 ) Issuance of common stock “at-the market” offering, net of commissions and offering costs of $ 457 ( Note 13 ) 5,605,323 1 16,105 — — 16,106 — 16,106 Issuance of common stock in exchange for notes payable ( Note 10 ) 209,291,936 21 269,966 — — 269,987 — 269,987 Issuance of shares in a registered direct offerings, net of discounts and offering costs of $ 3,535 and value ascribed to associated warrants ( Note 12 ) 28,641,911 3 36,928 — — 36,931 — 36,931 Issuance of common stock in connection with the RIPA, net of transaction costs of $ 473 ( Note 13 ) 2,432,894 — 11,581 — — 11,581 — 11,581 Gain on debt extinguishment with related-parties under common control ( Note 10 ) — — 36,110 — — 36,110 — 36,110 Increase in fair value of embedded conversion feature from debt modification with entities under common control ( Note 10 ) — — 31,179 — — 31,179 — 31,179 Stock-based compensation expense — — 49,163 — — 49,163 — 49,163 Exercise of stock options 184,362 — 294 — — 294 — 294 Vesting of RSUs 4,545,644 — — — — — — — Net share settlement for RSUs vesting ( 1,403,841 ) — ( 3,443 ) — — ( 3,443 ) — ( 3,443 ) Change in ownership interest in a joint venture due to legal settlement ( Note 7 ) — — ( 4,199 ) — — ( 4,199 ) 4,199 — Other comprehensive income (loss), net of tax — — — — ( 173 ) ( 173 ) — ( 173 ) Net loss — — — ( 583,196 ) — ( 583,196 ) ( 656 ) ( 583,852 ) Balance as of December 31, 2023 670,867,344 $ 67 $ 2,374,620 $ ( 2,961,684 ) $ 10 $ ( 586,987 ) $ 1,050 $ ( 585,937 ) The accompanying notes are an integral part of these consolidated financial statements. 144 Table of Contents ImmunityBio, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2023 2022 2021 Operating activities: Net loss $ ( 583,852 ) $ ( 417,320 ) $ ( 349,848 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 49,163 40,179 57,181 Change in fair value of warrant liabilities 47,600 ( 13,460 ) — Amortization of related-party notes discounts 42,396 16,282 62 Change in fair value of convertible note 36,203 — — Depreciation and amortization 18,512 18,260 14,238 Non-cash interest items, net (including amounts with related parties) 9,189 11,746 12,417 Non-cash lease expense related to operating lease right-of-use assets 6,112 5,932 4,884 Transaction costs allocated to warrant liabilities 2,010 1,082 — Unrealized losses on equity securities 1,591 4,190 4,615 Impairment of intangible assets 886 681 — Amortization of premiums, net of discounts, on marketable debt securities ( 137 ) 1,318 403 Impairment of fixed assets — 1,333 — Other ( 407 ) 269 741 Changes in operating assets and liabilities: Prepaid expenses and other current assets 5,958 ( 16,557 ) ( 2,249 ) Other assets 1,913 1,998 ( 3,977 ) Accounts payable ( 6,476 ) 8,000 ( 3,717 ) Accrued expenses and other liabilities 6,689 4,102 5,182 Related parties ( 1,129 ) ( 1,225 ) ( 10,187 ) Operating lease liabilities ( 2,978 ) ( 4,319 ) ( 4,164 ) Net cash used in operating activities ( 366,757 ) ( 337,509 ) ( 274,419 ) Investing activities: Purchases of property, plant and equipment ( 30,584 ) ( 78,162 ) ( 33,563 ) Purchase of intangible assets — ( 21,229 ) — Proceeds from sales of property, plant and equipment — — 20,498 Purchases of marketable debt securities, available-for-sale ( 10,358 ) ( 34,312 ) ( 141,750 ) Maturities of marketable debt securities, available for sale 10,100 128,188 56,166 Proceeds from sales of marketable debt and equity securities 372 33,812 13,763 Investment in joint venture – an equity method investment — ( 1,000 ) — Net cash (used in) provided by investing activities ( 30,470 ) 27,297 ( 84,886 ) The accompanying notes are an integral part of these consolidated financial statements. 145 Table of Contents ImmunityBio, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Continued) (in thousands) Year Ended December 31, 2023 2022 2021 Financing activities: Proceeds from issuance of related-party promissory notes net of issuance costs paid $ 258,700 $ 174,125 $ 338,500 Proceeds from the RIPA, net of transaction costs 192,764 — — Proceeds from equity offerings, net of discounts and issuance costs 100,561 60,427 164,530 Proceeds from stock issuance in connection with the RIPA, net of transaction costs 9,542 — — Proceeds from exercises of stock options 294 74 5,461 Net share settlement for RSUs vesting ( 3,443 ) ( 616 ) ( 4,064 ) Principal payments of finance leases ( 77 ) ( 58 ) — Sale of assets to an entity under common control — — 1,435 Payment for contingent consideration — ( 339 ) ( 419 ) Net cash provided by financing activities 558,341 233,613 505,443 Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 292 ) 284 48 Net change in cash, cash equivalents, and restricted cash 160,822 ( 76,315 ) 146,186 Cash, cash equivalents, and restricted cash, beginning of year 104,965 181,280 35,094 Cash, cash equivalents, and restricted cash, end of year $ 265,787 $ 104,965 $ 181,280 The accompanying notes are an integral part of these consolidated financial statements. 146 Table of Contents ImmunityBio, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Continued) (in thousands) Year Ended December 31, 2023 2022 2021 Reconciliation of cash, cash equivalents, and restricted cash, end of year: Cash and cash equivalents $ 265,453 $ 104,641 $ 181,101 Restricted cash (Note 2 ) 334 324 179 Cash, cash equivalents, and restricted cash, end of year $ 265,787 $ 104,965 $ 181,280 Supplemental disclosure of cash flow information: Cash paid during the year for: Interest $ 77,192 $ 35,442 $ 2,106 Income taxes $ 8 $ 2 $ 9 Supplemental disclosure of non-cash activities: Conversion of related-party convertible notes and accrued interest, net of unamortized discount, into equity $ 269,987 $ 51,947 $ — Initial measurement of warrants issued in connection with registered direct offerings accounted for as liabilities $ 49,534 $ 35,096 $ — Gain on extinguishment of debt with related parties under common control $ 36,110 $ 82,858 $ — Increase in fair value of embedded conversion feature from debt modification $ 31,179 $ — $ — Common stock issuance discount related to the revenue interest liability $ 2,039 $ — $ — Property and equipment purchases included in accounts payable, accrued expenses and due to related parties $ 1,156 $ 12,693 $ 11,654 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 14,798 $ 23,069 Right-of-use assets disposed in exchange for operating lease liabilities $ ( 3,777 ) $ — $ — Common stock issued pursuant to litigation settlement $ — $ 10,656 $ — Unpaid offering and transaction costs included in accounts payable and accrued expenses $ 255 $ 277 $ — Cashless exercise of stock options $ — $ — $ 1,035 Accrued investment in joint venture $ — $ — $ 1,000 The accompanying notes are an integral part of these consolidated financial statements. 147 Table of Contents ImmunityBio, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Description of Business In these notes to the consolidated financial statements, the terms “ImmunityBio,” “the company,” “the combined company,” “we,” “us,” and “our” refer to ImmunityBio and subsidiaries. Our Business We are an integrated clinical-stage biotechnology company discovering, developing, and commercializing next-generation immuno- and cellular therapies that bolster the natural immune system to drive and sustain an immune response. Using our proprietary platforms that amplify both the innate and adaptive branches of the immune system, our teams of clinical, scientific, and manufacturing experts, advance novel therapies and vaccines aimed at defeating urologic and other cancers, as well as infectious diseases. Although such designations may not lead to a faster development process or regulatory review and may not increase the likelihood that a product candidate will receive approval, N-803 (Anktiva), our lead biologic commercial product candidate, has received Breakthrough Therapy and Fast Track designations and is currently under review by the FDA for treatment in combination with BCG of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease and has a new user fee goal date (PDUFA date) of April 23, 2024. Our platforms and their associated product candidates are designed to attack cancer and infectious pathogens by activating both the innate immune system, including—NK cells, dendritic cells, and macrophages, as well as—the adaptive immune system comprising—B and T cells,—in an orchestrated manner. The goal of this potentially best-in-class approach is to generate immunogenic cell death thereby eliminating rogue cells from the body whether they are cancerous or virally-infected. Our ultimate goal is to overcome the limitations of current treatments, such as checkpoint inhibitors, and/or reduce the need for standard high-dose chemotherapy in cancer by employing this coordinated approach to establish “immunological memory” that confers long-term benefit for the patient. Our proprietary platforms for the development of biologic product candidates include: (i) antibody-cytokine fusion proteins, (ii) DNA, RNA, and recombinant protein vaccines, and (iii) cell therapies. These platforms have generated 9 novel therapeutic agents for which clinical trials are either underway or planned in solid and liquid tumors. Specifically, our clinical focus includes bladder, lung, and colorectal cancers and GBM, which are among the most frequent and lethal cancer types, and where there are high failure rates for existing standards of care or no available effective treatment. Our lead biologic commercial product candidate Anktiva is an IL-15 superagonist antibody-cytokine fusion protein. In May 2022, we announced the submission of a BLA to the FDA for Anktiva in combination with BCG for the treatment of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease . On May 9, 2023, the FDA delivered a CRL to us regarding the BLA filed in May 2022, indicating that the FDA had determined that it could not approve the original BLA submission in its initial form, and the FDA made recommendations to address the issues raised. The deficiencies in the CRL related to the FDA’s pre-license inspection of the company’s third-party CMOs, among other items. Satisfactory resolution of the observations noted at the pre-license inspection would be required before the BLA could be approved. At the time, the FDA further provided recommendations specific to additional CMC issues and assays to be resolved. The CRL did not request new preclinical studies or Phase III clinical trials to evaluate safety or efficacy. The FDA requested that the company provide updated duration of response data for the efficacy population as identified by the FDA in the company’s resubmission, as well as a safety update. On October 23, 2023, we announced that we had completed the resubmission of the BLA addressing the issues in the CRL. As part of our resubmission, we provided an update of the duration of response regarding the responders identified by the FDA in the efficacy population for BCG unresponsive subjects with high-risk CIS disease. On October 26, 2023, we announced that the FDA had accepted our BLA resubmission for review and considered it as a complete response to the CRL. The FDA has set a new user fee goal date (PDUFA date) of April 23, 2024. While we believe the BLA resubmission addresses the issues identified in the CRL, there is no guarantee that the FDA will ultimately agree that such issues have been successfully addressed and resolved. It is unclear when the FDA will approve our BLA, if at all. 148 Table of Contents The Merger On December 21, 2020 , NantKwest and NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) ( NantCell) entered into an Agreement and Plan of Merger (the Merger Agreement ), pursuant to which NantKwest and NantCell agreed to combine their businesses. The Merger Agreement provided that a wholly-owned subsidiary of the company would merge with and into NantCell (the Merger ), with NantCell surviving the Merger as a wholly-owned subsidiary of the company. On March 9, 2021 , we completed the Merger pursuant to the terms of the Merger Agreement. Under the terms of the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of NantCell common stock , par value $ 0.001 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as set forth in the Merger Agreement, was converted auto matically using the Exchange Ratio into newly issued shares of Company Common Stock, with cash paid in lieu of any fractional shares. At the Effective Time, each share of the company’s common stock issued and outstanding immediately prior to the Effective Time, remained an issued and outstanding share of the combined company. At the Effective Time, each outstanding option, RSU or warrant to purchase NantCell common stock was converted using the Exchange Ratio into an option, RSU or warrant, respectively, on the same terms and conditions immediately prior to the Effective Time, to purchase shares of Company Common Stock. Immediately following the Effective Time, the former stockholders of NantCell held approximately 71.5 % of the outstanding shares of Company Common Stock and the stockholders of NantKwest as of immediately prior to the Merger held approximately 28.5 % o f the outstanding shares of Company Common Stock. As a result of the Merger and immediately following the Effective Time, Dr. Patrick Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer, and his affiliates beneficially owned, in the aggregate, approxim ately 81.8 % of th e outstanding shares of Company Common Stock. Following the consummation of the Merger, the symbol for shares of the company’s common stock was changed to “IBRX.” During the year ended December 31, 2021, w e recorded $ 13.0 million of costs i n connection with the Merger in selling, general and administrative expense , on the consolidated statement of operations, consisting of financial advisory, legal and other professional fees. Accounting Treatment of the Merger The Merger represents a business combination pursuant to ASC 805-50, which was accounted for as a transaction between entities under common control as Dr. Soon-Shiong and his affiliates were the controlling stockholders of both the company and NantCell for all of the periods presented in this report. As a result, all of the assets and liabilities of NantCell were combined with ours at their historical carrying amounts on the closing date of the Merger. We recast our prior period financial statements for the year ended December 31, 2021 to reflect the conveyance of NantCell’s common shares as if the Merger had occurred as of the earliest date of the consolidated financial statements presented. All material intercompany accounts and transactions have been eliminated in consolidation. 149 Table of Contents The following table provides the impact of the change in reporting entity on our unaudited condensed consolidated statement of operations for the three months ended March 31, 2021 (in thousands): Three Months Ended March 31, 2021 (Unaudited) NantCell NantKwest Intercompany Eliminations ImmunityBio, Inc. Revenue $ 183 $ — $ ( 44 ) $ 139 Operating expenses: Research and development (including amounts with related parties) 21,509 19,725 ( 106 ) 41,128 Selling, general and administrative (including amounts with related parties) 24,382 20,903 ( 10 ) 45,275 Loss from operations ( 45,708 ) ( 40,628 ) 72 ( 86,264 ) Other (expense) income, net (including amounts with related parties) ( 848 ) 6,637 — 5,789 Income tax expense — ( 6 ) — ( 6 ) Net loss $ ( 46,556 ) $ ( 33,997 ) $ 72 $ ( 80,481 ) 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. Certain items in the prior years’ consolidated financial statements have been reclassified to conform to the current presentation. These reclassifications had no effect on the reported results of operations. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. Principles of Consolidation The consolidated financial statements include the accounts of the company, its wholly-owned subsidiaries, and a VIE for which the company is the primary beneficiary. Any material intercompany transactions and balances have been eliminated upon consolidation. For consolidated entities in which we have less than 100% ownership, we record net loss attributable to noncontrolling interests, net of tax, on the consolidated statement of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties. We assess whether we are the primary beneficiary of a VIE at the inception of the arrangement and at each reporting date. This assessment is based on our power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and our obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. If the entity is within the scope of the variable interest model and meets the definition of a VIE, we consider whether we must consolidate the VIE or provide additional disclosures regarding our involvement with the VIE. If we determine that we are the primary beneficiary of the VIE, we will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. For entities we hold as an equity investment that are not consolidated under the VIE model, we consider whether our investment constitutes a controlling financial interest in the entity and therefore should be considered for consolidation under the voting interest model. 150 Table of Contents Liquidity As of December 31, 2023, the company had an accumulated deficit of $ 3.0 billion. We also had negative cash flows from operations of $ 366.8 million during the year ended December 31, 2023. The company will likely need additional capital to further fund the development of, and to seek regulatory approvals for, our product candidates, and to begin to commercialize any approved products. The consolidated financial statements have been prepared assuming the company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of the uncertainty of our ability to continue as a going concern. As a result of continuing anticipated operating cash outflows, we believe that substantial doubt exists regarding our ability to continue as a going concern without additional funding or financial support. However, we believe our existing cash, cash equivalents, and investments in marketable securities, together with capital to be raised through equity offerings (including but not limited to the offering, issuance and sale by us of our common stock under the ATM, of which we had $ 208.8 million available for future issuance as of December 31, 2023, and a February 2023 shelf registration statement, of which we had $ 565.6 million available for future offerings as of December 31, 2023), a potential $ 100.0 million Second Payment upon satisfaction of certain conditions specified in the RIPA, including upon approval of N-803 before June 30, 2024, and our potential ability to borrow from affiliated entities, will be sufficient to fund our operations through at least the next 12 months following the issuance date of the consolidated financial statements based primarily upon our Executive Chairman and Global Chief Scientific and Medical Officer’s intent and ability to support our operations with additional funds, including loans from affiliated entities, as required, which we believe alleviates such doubt. We may also seek to sell additional equity, through one or more follow-on offerings, or in separate financings, or obtain incremental subordinated debt in compliance with our existing revenue interest liability. However, we may not be able to secure such external financing in a timely manner or on favorable terms. Without additional funds, we may choose to delay or reduce our operating or investment expenditures. Further, because of the risk and uncertainties associated with the potential commercialization of our product candidates in development, we may need additional funds to meet our needs sooner than planned. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to the valuation of equity-based awards, deferred income taxes and related valuation allowances, preclinical and clinical trial accruals, impairment assessments, CVR measurement and assessments, the measurement of right-of-use assets and lease liabilities, useful lives of long-lived assets, loss contingencies, fair value calculation of warrants, stock options, derivative liabilities, and convertible promissory notes, fair value measurements, revenue interest liability, and the assessment of our ability to fund our operations for at least the next 12 months from the date of issuance of these consolidated financial statements. We base our estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Estimates are assessed each period and updated to reflect current information. Actual results could differ from those estimates. Acquisitions We make certain judgments to determine whether transactions should be accounted for as acquisitions of assets or as business combinations. If it is determined that substantially all of the fair value of gross assets acquired in a transaction is concentrated in a single asset (or a group of similar assets), the transaction is treated as an acquisition of assets. We evaluate the inputs, processes, and outputs associated with the acquired set of activities and assets. If the assets in a transaction include an input and a substantive process that together significantly contribute to the ability to create outputs, the transaction is treated as an acquisition of a business. 151 Table of Contents We account for business combinations using the acquisition method of accounting, which requires that assets acquired and liabilities assumed generally be recorded at their fair values as of the acquisition date. Excess of consideration over the fair value of net assets acquired is recorded as goodwill. Estimating fair value requires us to make significant judgments and assumptions. We perform impairment testing of goodwill annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. In transactions accounted for as asset acquisitions, the cost of an asset acquisition, including transaction costs, are allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized in an asset acquisition. Any difference between the cost of an asset acquisition and the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on their relative fair values. In an asset acquisition, upfront payments allocated to in-process research and development projects at the acquisition date are expensed unless there is an alternative future use. In addition, product development milestones are expensed upon achievement. Any contingent consideration, such as payments upon achievement of various developmental, regulatory, and commercial milestones, generally is not recognized at the acquisition date. Contingencies We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We accrue for the best estimate of a loss within a range; however, if no estimate in the range is better than any other, then we accrue the minimum amount in the range. If we determine that a material loss is reasonably possible, we disclose the possible loss or range of loss, or that the amount of loss cannot be estimated at this time. We evaluate, on a quarterly basis, developments in legal proceedings and other matters that could cause a change in the potential amount of the liability recorded or the range of potential losses disclosed. Moreover, we record gain contingencies only when they are realizable and the amount is known. Additionally, we record our rights to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with our third-party insurers and when receipt is deemed probable. This includes instances when our third-party insurers have agreed to pay, on our behalf, certain legal defense costs and settlement amounts directly to applicable law firms and a settlement fund. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, marketable securities, and a convertible note receivable. We attempt to minimize credit risk associated with our cash and cash equivalents by periodically evaluating the credit quality of our primary financial institutions. Our investment portfolio is maintained in accordance with our investment policy. While we maintain cash deposits in FDIC insured financial institutions in excess of federally insured limits, we do not believe that we are exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. We have not experienced any losses on such accounts. We also monitor the creditworthiness of the borrower of the convertible promissory note. We believe that any concentration of credit risk in its convertible note receivable was mitigated in part by our ability to convert, if necessary, at the qualifying financing event or upon a payment default into shares of the senior class of equity securities of the borrower. Product candidates developed by us will require approvals or clearances from the FDA or international regulatory agencies prior to commercial sales. There can be no assurance that any of our product candidates will receive any of the required approvals or clearances. If we were to be denied approval or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us. Cash, Cash Equivalents and Restricted Cash Cash equivalents include highly liquid investments with an original maturity of three months or less from the date of purchase. 152 Table of Contents Restricted cash includes a certificate of deposit held as a substitute letter of credit for one of our leased properties. This certificate of deposit is included in other assets, on the consolidated balance sheet as the landlord is the beneficiary of the account and we are not able to access the funds during the term of the lease. A reconciliation of cash, cash equivalents, and restricted cash is included on the consolidated statements of cash flows as of December 31, 2023, 2022 and 2021. Marketable Securities and Other Investments Marketable Debt Securities We have typically invested our cash in a variety of financial instruments, including investment-grade short- to intermediate-term corporate debt securities, government-sponsored securities and European bonds; however, after our entry into the RIPA, we can no longer invest our excess funds in corporate or European bonds. Certain of our investments are subject to credit, liquidity, market, and interest-rate risks. The general condition of the financial markets and the economy may increase those risks and may affect the value and liquidity of investments and restrict our ability to access the capital markets. Marketable debt securities with remaining maturities of 12 months or less are classified as short-term and marketable securities with remaining maturities greater than 12 months are classified as long-term. All marketable debt securities are reported at fair value and any unrealized gains and losses are reported as a component of accumulated other comprehensive income, on the consolidated statement of stockholders’ deficit, with the exception of unrealized losses believed to be other-than-temporary, which are recorded in interest and investment income (loss), net , on the consolidated statement of operations. Realized gains and losses from sales of securities and the amounts, net of tax, reclassified out of accumulated other comprehensive income , if any, are determined on a specific identification basis. Marketable Equity Securities Investments in mutual funds and equity securities, other than equity method investments, are recorded at fair market value, if fair value is readily determinable and any unrealized gains and losses are included in other expense, net, on the consolidated statement of operations. Realized gains and losses from the sale of the securities are determined on a specific identification basis and the amounts are included in other expense, net, on the consolidated statement of operations. Evaluating Investments for Other-than-Temporary Impairments We periodically evaluate whether declines in fair values of our investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as our ability and intent to hold the investment until a forecasted recovery occurs. Additionally, we assess whether we have plans to sell the security or whether it is more likely than not we will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value, and our strategy and intentions for holding the investment. There were no other-than-temporary impairments recorded during the years ended December 31, 2023, 2022 and 2021. Equity Method of Accounting In circumstances where we have the ability to exercise significant influence over the operating and financial policies of a company in which we have an investment, we utilize the equity method of accounting for recording investment activity. In assessing whether we exercise significant influence, we consider the nature and magnitude of our investment, the voting and protective rights we hold, any participation in the governance of the other company and other relevant factors such as the presence of a collaborative or other business relationship. Under the equity method of accounting, we record our share of the income or loss of the other company as loss on equity method investment , in our consolidated statement of operations. 153 Table of Contents Property, Plant and Equipment, Net Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to operating expenses during the financial period in which they are incurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 to 7 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or life of the asset Upon disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the consolidated financial statements and the net amount, less any proceeds, is included in other expense, net , on the consolidated statement of operations. We review impairment of property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the future net cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the assets using a discount rate determined by management to be commensurate with the risk inherent to our current business model. Business Combinations Business combinations are accounted for using the acquisition method of accounting in accordance with ASC 805-50. These standards require that the total cost of acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition, with the excess purchase price recorded as goodwill. The allocation of the purchase price is dependent upon certain valuations and other studies. Acquisition costs are expensed as incurred. Contingent consideration incurred in connection with a business combination are recorded at their fair values on the acquisition date and re-measured at their fair values each subsequent reporting period until the related contingencies are resolved. The resulting changes in fair value are recorded as research and development expense, on the consolidated statements of operations and comprehensive loss. Changes in fair value reflect changes to our assumptions regarding probabilities of successful achievement of related milestones, the timing in which the milestones are expected to be achieved, and the discount rate used to estimate the fair value of the obligation. Common Control Transactions Transactions between us and entities where Dr. Soon-Shiong and his affiliates are the controlling stockholders are accounted for as common control transactions whereby the net assets acquired or transferred are accounted at their carrying value. Any difference between the carrying value and consideration recognized is treated as a capital transaction. Cash consideration up to the carrying value of the net assets acquired or transferred is presented as an investing activity on the consolidated statement of cash flows. Cash consideration in excess of the carrying value of the net assets acquired or transferred is presented as a financing activity on the consolidated statement of cash flows. Intangible Assets, Net Intangible assets acquired in a business combination or an asset acquisition are initially recognized at their fair value on the acquisition date. Acquired indefinite-lived assets, such as IPR&D, are not amortized until they become definite-lived assets, upon the successful completion of the associated research and development effort. At that time, we evaluate whether the recorded 154 Table of Contents amounts are impaired and make any necessary adjustments, and then determine the useful life of the asset and begin amortization. If the associated research and development effort is abandoned, the related IPR&D assets is written-off and an impairment charge recorded. Acquired definite-lived intangible assets are amortized using the straight-line method over their respective estimated useful lives. The amortization of these intangible assets is included in selling, general and administrative expense, on the consolidated statement of operations. Intangible assets are tested for impairment at least annually or more frequently if indicators of potential impairment exist. Patents Patent costs, including related legal costs, are expensed as incurred and recorded in selling, general and administrative expense on the consolidated statement of operations. Fair Value Measurements Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: • Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these products does not entail a significant degree of judgment. Our Level 1 assets consist of bank deposits, money market funds, and marketable equity securities. • Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. Our Level 2 assets consist of corporate debt securities including commercial paper, government-sponsored securities, and corporate bonds, as well as foreign municipal securities. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. We utilize a third-party pricing service to assist in obtaining fair value pricing for our investments in marketable debt securities. Inputs are documented in accordance with the fair value disclosure hierarchy. The fair values of financial instruments other than marketable securities and cash and cash equivalents are determined through a combination of management estimates and third-party valuations. During the years ended December 31, 2023, 2022 and 2021, no transfers were made into or out of the Level 1, 2 or 3 categories. We will continue to review the fair value inputs on a quarterly basis. Collaboration Arrangements We analyze our collaboration arrangements to assess whether they are within the scope of FASB ASC Topic 808, Collaborative Arrangements (ASC 808). A collaborative arrangement is a contractual arrangement that involves a joint operating activity. These arrangements involve two or more parties who are active participants in the activity, and are exposed to significant risks and rewards dependent on the commercial success of the activity. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. To the extent the collaboration agreement is within the scope of ASC 808, we also assess whether the arrangement contains multiple elements that are within the scope of other accounting literature. If we conclude that some or all aspects of the agreement are distinct and represent a transaction with a customer, we account for those aspects of the arrangement within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers (ASC 606). Amounts that are owed by collaboration partners within the scope of ASC 808 are recognized as an offset to research and development expense as such amounts are incurred by the collaboration partner. The amounts owed to a collaboration partner are classified as research and development expense. 155 Table of Contents Our collaboration arrangements require us to acquire certain equipment for exclusive use in the joint operating activities. These equipment purchases do not have an alternative use and are therefore expensed as incurred within research and development expense. Our collaboration arrangements are further discussed in Note 6 , Collaboration and License Agreements and Acquisition . Preclinical and Clinical Trial Accruals As part of the process of preparing the consolidated financial statements, we are required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. We estimate clinical trial and research agreement-related expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on our behalf. In accruing clinical and research-related fees, we estimate the time period over which services will be performed and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, we will adjust the accrual accordingly. Payments made under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until the services are rendered. Transactions with Related Parties As outlined in Note 10 , Related-Party Debt , and Note 11 , Related-Party Agreements , we have various agreements with related parties. These arrangements can be billed and settled in cash monthly, billed quarterly and settled in cash the following month, or estimated in advance and collected or paid upfront based on expected utilization. Monthly accruals are made for all quarterly billing arrangements. Lease Obligations For all leases other than short-term leases, at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. At the commencement date, lease right-of-use assets and lease liabilities are determined based on the present value of lease payments to be made over the lease term. Leases are classified as either finance leases or operating leases. As the rate implicit in lease contracts are not readily determinable, we utilize its incremental borrowing rate as a discount rate for purposes of determining the present value of lease payments, which is based on the estimated interest rate at which we could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Prospectively, we will remeasure the lease liability at the net present value of the remaining lease payments using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. Operating lease right-of-use assets also include any rent paid prior to the commencement date, less any lease incentives received, and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We determine the lease term by assuming the exercise of renewal options that are reasonably assured. The exercise of lease renewal options is at our sole discretion. Several of our leases have renewal options, however, the exercise of renewal is only assured for five of our cGMP facilities where we have made significant improvements or extended the lease. We combine our lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) with non-lease components (e.g., common-area maintenance costs and equipment maintenance costs) and as such, we account for lease and non-lease components as a single component. Lease expense also includes amounts relating to variable lease payments. Variable lease payments include amounts relating to common area maintenance and real estate taxes. We do not recognize right-of-use assets and lease liabilities for qualifying short-term leases with an initial lease term of 12 months or less at lease inception. Such leases are expensed on a straight-line basis over the lease term. The lease term includes the non-cancellable period of the lease and any additional periods covered by either options to renew or not to terminate when the company is reasonably certain to exercise. The depreciable life of operating right-of-use-assets and leasehold improvements is limited by the expected lease term. 156 Table of Contents Warrants The company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For warrants that meet all criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital, on the consolidated statement of stockholders’ deficit at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and on each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in o ther expense, net , on the consolidated statement of operations. The fair value of the warrants was estimated using the Black-Scholes option pricing model. Fair Value Option Election The company accounted for a convertible note issued on March 31, 2023 under the FVO election of ASC 825 until it was amended and restated on December 29, 2023. Prior to its extinguishment on December 29, 2023 , the convertible note was a debt host financial instrument containing embedded features wherein the entire financial instrument was initially measured at its issuance-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Changes in the estimated fair value of this convertible note were recorded in other expense, net, on the consolidated statement of operations, except that changes in estimated fair value caused by changes in the instrument-specific credit risk were recorded in other comprehensive (loss) income . In accordance with ASC 470-50, when the convertible note was extinguished on December 29, 2023 , the cumulative amount previously recorded in other comprehensive (loss) income resulting from changes in the instrument-specific credit risk were reclassified and reported in current earnings on the consolidated statement of operations. See Note 10 , Related-Party Debt , for more information. Debt Modification and Extinguishment The company evaluates amendments to its debt instruments in accordance with ASC 470-50. This evaluation includes comparing (1) if applicable, the net present value of future cash flows of the amended debt to that of the original debt and (2) the change in fair value of an embedded conversion feature to that of the carrying amount of the debt immediately prior to amendment to determine, in each case, if a change greater than 10% occurred. In instances where the net present value of future cash flows or the fair value of an embedded conversion feature, if any, changed more than 10%, the company applies extinguishment accounting. In instances where the net present value of future cash flows and the fair value of an embedded conversion feature, if any, changed less than 10%, the company accounts for the amendment to the debt as a debt modification. Gains and losses on debt amendments that are considered extinguishments are recognized in current earnings or in additional paid-in capital if the transactions are with entities under common control. Debt amendments that are considered debt modifications are accounted for prospectively through yield adjustments, based on the revised terms. The increase in fair value of the embedded conversion feature from the debt modification was accounted for as an increase in debt discount with a corresponding increase in additional paid-in capital. Legal fees and other costs incurred with third parties that are directly related to debt modifications are expensed as incurred. Amounts paid by the company to the lenders, are reflected as additional debt discount and amortized as an adjustment of interest expense over remaining term of modified debt using the effective interest rate method. 157 Table of Contents Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record valuation allowances to reduce deferred tax assets to the amount we believe is more likely than not to be realized. We recognize uncertain tax positions when the position will more likely than not be upheld on examination by the taxing authorities based solely upon the technical merits of the positions. We recognize interest and penalties, if any, related to unrecognized income tax uncertainties in income tax benefit (expense), on the consolidated statement of operations. We did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2023 and 2022. Stock Repurchases In 2015, the Board of Directors approved the 2015 Share Repurchase Program. As it is our intent for the repurchased shares to be retired, we have elected to account for the shares repurchased using the constructive retirement method. For shares repurchased in excess of par, we record the purchase price in excess of par value in accumulated deficit , on the consolidated balance sheet. Revenue Interest Liability On December 29, 2023, we entered into the RIPA with Infinity and Oberland. Pursuant to the RIPA, Oberland acquired certain Revenue Interests from us for a gross purchase price of $ 200.0 million paid on closing. In addition, Oberland may purchase additional Revenue Interests from us in exchange for the $ 100.0 million Second Payment upon satisfaction of certain conditions specified in the RIPA. Under the RIPA, Oberland has the right to receive quarterly payments from us based on, among other things, a certain percentage of our worldwide net sales, excluding those in China, during such quarter. The RIPA is considered a sale of future revenues and is accounted for as a liability net of a debt discount comprised of deferred issuance costs, the fair value of a freestanding option agreement related to the SPOA, and the fair value of embedded derivatives requiring bifurcation on the consolidated balance sheet. The company imputes interest expense associated with this liability using the effective interest rate method. The effective interest rate is calculated based on the rate that would enable the debt to be repaid in full over the anticipated life of the arrangement. Interest expense is recognized over the estimated term on the consolidated statement of operations. The interest rate on this liability may vary during the term of the agreement depending on a number of factors, including the level of actual and forecasted net sales. The company evaluates the interest rate quarterly based on actual and forecasted net sales utilizing the prospective method. A significant increase or decrease in actual or forecasted net sales will materially impact the revenue interest liability, interest expense, and the time period for repayment. Derivative Liabilities Embedded derivatives that are required to be bifurcated from the underlying debt instrument that do not meet the derivative scope exception and equity classification criteria are accounted for and valued as separate financial instruments. The terms of an embedded derivative related to a contingent exercisable prepayment feature of a convertible note have been evaluated and deemed to require bifurcation. This embedded derivative will be initially measured at fair value and will be remeasured to fair value at each reporting date until the derivative is settled. In addition, the RIPA contains certain features that meet the definition of being an embedded derivative requiring bifurcation as a separate compound financial instrument apart from the RIPA. The derivative liability is initially measured at fair value upon issuance and is subject to remeasurement at each reporting period with changes in fair value recognized in other expense, net, on the consolidated statement of operations. 158 Table of Contents Revenue Recognition We have primarily generated revenues from non-exclusive license agreements related to our cell lines, the sale of our bioreactors and related consumables and grant programs. The nonexclusive license agreements with a limited number of pharmaceutical and biotechnology companies grant them the right to use our cell lines and intellectual property for non-clinical use. These agreements generally include upfront fees and annual research license fees for such use, as well as commercial license fees for sales of the licensee products developed or manufactured using our intellectual property and cell lines. We have generated revenues from product sales of our proprietary GMP-in-a-Box bioreactors and related consumables, primarily to related parties. Additionally, we also generated revenues from grant programs. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation based on relative standalone selling price and recognized as revenue when, or as, the performance obligation is satisfied. Under our license agreements with customers, we typically promise to provide a license to use certain cell lines and related patents, the related know-how, and future research and development data that affect the license. We have concluded that these promises represent one performance obligation due to the highly interrelated nature of the promises. We provide the cell lines and know-how immediately upon entering into the contracts. Research and development data are provided throughout the term of the contract when and if available. The license agreements may include non-refundable upfront payments, event-based milestone payments, sales-based royalty payments, or some combination of these. The event-based milestone payments represent variable consideration and we use the most likely amount method to estimate this variable consideration. Given the high degree of uncertainly around the achievement of these milestones, we do not recognize revenue from these milestone payments until the uncertainty associated with these payments is resolved. We currently estimate variable consideration related to milestone payments to be zero and, as such, no revenue has been recognized for milestone payments. We recognize revenue from sales-based royalty payments when or as sales occur. On a quarterly basis, we re-evaluate our estimate of milestone variable consideration to determine whether any amount should be included in the transaction price and recorded in revenue prospectively. We also have sold our proprietary GMP-in-a-Box bioreactors and related consumables to affiliated companies. The arrangements typically include delivery of bioreactors, consumables, and providing installation service and perpetual software licenses for using the equipment. We recognize revenue when customers obtain control and can benefit from the promised goods or services, generally upon installation of the bioreactors, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. Upfront payments and fees are recorded as deferred revenue upon receipt and recognized as revenue when we satisfy our performance obligations under these arrangements. Grant revenue is typically paid for reimbursable costs incurred over the duration of the associated research project or clinical trial and is recognized either when expenses reimbursable under the grants have been incurred and payments under the grants become contractually due or when cash is received, depending on the certainty of payment and other factors specific to each grant. From inception through December 31, 2023, we have generated minimal revenue from non-exclusive license agreements related to our cell lines, the sale of our bioreactors and related consumables, and grant programs. We have no clinical products approved for commercial sale and have not generated any revenue from therapeutic and vaccine product candidates that are under development. Research and Development Costs Major components of research and development costs include cash compensation and other personnel-related expenses, stock-based compensation, depreciation and amortization expense on research and development property and equipment and intangible assets, costs of preclinical studies, clinical trials costs, including CROs and related clinical manufacturing, including third-party CMOs, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on our behalf. Costs incurred in research and development are expensed as incurred. 159 Table of Contents The company classifies its research and development expenses as either external or internal. The company’s external research and development expenses support its various preclinical and clinical programs. The company’s internal research and development expenses include payroll and benefits expenses, facilities and equipment expense, and other indirect research and development expenses incurred in support of its research and development activities. The company’s external and internal resources are not directly tied to any one research or drug discovery program and are typically deployed across multiple programs and are not allocated to specific product candidates or development programs. Included in research and development costs are clinical trial and research expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on our behalf. We record accruals for estimated costs under these contracts. When evaluating the adequacy of the accrued liabilities, we analyze the progress of the preclinical studies or clinical trials, including the phase or completion of events, invoices received, contracted costs and purchase orders. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period based on the facts and circumstances known at that time. Although we do not expect the estimates to be materially different from the amounts actually incurred, if the estimates of the status and timing of services performed differ from the actual status and timing of services performed, we may report amounts that are too high or too low in any particular period. Actual results could differ from our estimates. We adjust the accruals in the period when actual costs become known. Stock-Based Compensation We account for stock-based compensation under the provisions of ASC 718. We estimate fair value of each stock option award on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the use of subjective assumptions, including, but not limited to, expected stock price volatility over the term of the awards and the expected term of the stock options. We measure the fair value of an equity-classified award at the grant date and recognize the stock-based compensation expense over the period of vesting on the straight-line basis for our outstanding share awards that do not contain a performance condition. For awards subject to performance-based vesting conditions, we assess the probability of the individual milestones under the award being achieved and stock-based compensation expense is recognized over the service period using the graded vesting method once management believes the performance criteria is probable of being met. For awards with service or performance conditions, we recognize the effect of forfeitures in compensation cost in the period that the award was forfeited. See Note 14 , Stock-Based Compensation , for more information. Sale-Leaseback Transaction A sale-leaseback transaction occurs when an entity sells an asset it owns and immediately leases the asset back from the buyer. The seller then becomes the lessee and the buyer becomes the lessor. When entering into a sale-leaseback transaction as a seller-lessee, the requirements in ASC 606, and all related ASUs to such Topic are applied in determining whether the transfer of an asset shall be accounted for as a sale of the asset by assessing whether it satisfies a performance obligation under the contract by transferring control of an asset. If the company transfers control of an asset to the buyer-lessor, the transfer is accounted for as a sale and the company derecognizes the transferred asset. The subsequent leaseback of the asset is accounted for in accordance with FASB ASC Topic 842, Leases , in the same manner as any third-party lease. If the company does not transfer control of an asset to the buyer-lessor, the sale-leaseback transaction is accounted for as a financing arrangement. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income or loss is composed of net (loss) income and other comprehensive (loss) income. Our other comprehensive income or loss consists of net unrealized gains (losses) on marketable debt securities classified as available-for-sale, net of income taxes and foreign currency translation adjustments. Noncontrolling Interests Noncontrolling interests are recorded for the entities that we consolidate but are not wholly-owned by the company. Noncontrolling interests are classified as a separate component of equity on the consolidated balance sheet and consolidated statement of stockholders’ deficit. Additionally, net loss attributable to noncontrolling interests is reflected separately from consolidated net loss on the consolidated statement of operations and the consolidated statement of stockholders’ deficit. 160 Table of Contents We record the noncontrolling interests’ share of loss based on the percentage of ownership interest retained by the respective noncontrolling interest holders. Noncontrolling interests recorded on the consolidated financial statements result from the company’s share of GlobeImmune, of which we controlled 69.1 % as of December 31, 2023, 2022 and 2021, respectively, and NANTibody, of which we controlled 100.0 % as of December 31, 2023 and 60.0 % as of December 31, 2022 and 2021, respectively. Noncontrolling interest stockholders are common stockholders. GlobeImmune was determined to be a VIE as it does not have sufficient equity investment at risk to finance its operations without additional subordinated financial support and we are deemed the primary beneficiary of GlobeImmune and, accordingly, consolidate GlobeImmune into the company’s consolidated financial statements under the VIE model. The company also supports GlobeImmune through a promissory note agreement, in which the company provides advances to GlobeImmune from time to time up to $ 6.0 million with a per annum interest rate of five percent ( 5 %). As of December 31, 2023 and 2022, there were no outstanding advances due from GlobeImmune under the promissory note agreement. During the years ended December 31, 2023, 2022, and 2021, GlobeImmune recognized no revenue, respectively, and recognized $ 0.3 million, $ 0.5 million, and $ 0.7 million of operating expenses, respectively, during the years ended December 31, 2023, 2022 and 2021. As of both December 31, 2023 and 2022, the consolidated balance sheets included approximately $ 1.4 million of total assets that can only be used to settle obligations of GlobeImmune, and no liabilities, respectively, related to GlobeImmune. The creditors of GlobeImmune do not have recourse to the general credit of the primary beneficiary. Foreign Currencies We have operations and hold assets in Italy and South Korea. The functional currency of the subsidiary in Italy is the Euro, based on the nature of the transactions occurring within this entity, and accordingly, assets and liabilities of this subsidiary are translated into U.S. dollars at exchange rates prevailing as of the balance sheet dates, while the operating results are translated into U.S. dollars using the average exchange rates for the period correlating with those operating results. Adjustments resulting from translating the financial statements of the foreign subsidiary into U.S. dollars are recorded as a component of other comprehensive (loss) income , on the consolidated statement of comprehensive loss. Transaction gains and losses are recorded in other expense, net, on the consolidated statement of operations. Basic and Diluted Net Loss per Share of Common Stock Basic net loss per share is calculated by dividing the net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares, including the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of December 31, 2023 2022 2021 Related-party convertible notes 162,471,837 46,274,965 — Outstanding third-party warrants 37,732,820 9,090,909 — Outstanding stock options 9,820,435 9,262,926 4,124,930 Outstanding RSUs 7,503,979 6,551,388 6,515,889 Outstanding related-party warrants 1,638,000 1,638,000 1,638,000 Total 219,167,071 72,818,188 12,278,819 161 Table of Contents The dilutive securities exclude the option to purchase up to $ 10.0 million of the company’s common stock pursuant to the SPOA entered in connection with the RIPA, as the exercise price is not yet determined. See Note 13 , Stockholders’ Deficit, for more information. Segment and Geographic Information We operate in one reporting segment focused on creating the next generation of immunotherapies to address serious unmet needs within oncology and infectious diseases. Our CEO is the chief operating decision-maker of the company, and manages and allocates resources to our operations on a company-wide basis. Consistent with this decision-making process, our CEO uses consolidated, single-segment financial information for purposes of evaluating performance, forecasting future-period financial results, allocating resources, and setting incentive targets. We generate a portion of our revenues from outside of the U.S. Information about our revenues by geographic region is as follows (in thousands): Year Ended December 31, 2023 2022 2021 United States $ 31 $ 42 $ 373 Europe 591 198 561 Total segment revenue $ 622 $ 240 $ 934 Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , to improve its income tax disclosure requirements. Under the ASU, entities must annually (1) disclose specific categories in the rate reconciliation, (2) provide additional information for reconciling items that meet a quantitative threshold, and (3) disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). The ASU is effective for fiscal years beginning after December 15, 2024, and interim periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of this standard on our disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We are currently evaluating the impact of this standard on our disclosures. In August 2023, the FASB issued ASU 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement , which requires a joint venture to initially measure all contributions received upon its formation at fair value. This ASU is applicable to joint venture entities with a formation date on or after January 1, 2025 on a prospective basis. We will apply this guidance prospectively in future reporting periods after the guidance is effective to any future arrangements meeting the definition of a joint venture. In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements , which requires that leasehold improvements associated with common control leases be amortized over the useful life of the leasehold improvements to the common control group, regardless of the lease term. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC) and the SEC during the year ended December 31, 2023 did not, or are not expected to, have a material effect on our consolidated financial statements. 162 Table of Contents 3. Financial Statement Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): As of December 31, 2023 2022 Prepaid research and development costs $ 7,847 $ 11,704 Prepaid services 5,869 8,013 Prepaid insurance 2,242 2,282 Prepaid software license fees 2,100 2,195 Insurance premium financing asset 1,475 1,417 Insurance claims receivable 1,149 — Prepaid equipment maintenance 1,183 833 ERP system implementation cost 1,087 920 Prepaid supplies — 2,160 Other 2,651 1,979 Prepaid expenses and other current assets $ 25,603 $ 31,503 Property, Plant and Equipment, Net Property, plant and equipment, net, consist of the following (in thousands): As of December 31, 2023 2022 Leasehold improvements $ 72,552 $ 68,710 Equipment 69,915 67,945 Construction in progress 84,436 72,693 Software 1,666 1,657 Furniture & fixtures 1,889 1,906 Gross property, plant and equipment 230,458 212,911 Less: Accumulated depreciation and amortization 84,376 69,252 Property, plant and equipment, net $ 146,082 $ 143,659 During the years ended December 31, 2023, 2022 and 2021, depreciation expense related to property, plant and equipment totaled $ 16.5 million, $ 16.3 million and $ 14.2 million, respectively. 163 Table of Contents Intangible Assets, Net The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated (in thousands): December 31, 2023 Weighted- Average Life (in years) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Definite-lived: Favorable leasehold rights 8.1 $ 20,398 $ ( 3,825 ) $ — $ 16,573 Indefinite-lived: IPR&D 1,406 — ( 886 ) 520 Total intangible assets $ 21,804 $ ( 3,825 ) $ ( 886 ) $ 17,093 December 31, 2022 Weighted- Average Life (in years) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Favorable leasehold rights 9.1 $ 20,398 $ ( 1,785 ) $ — $ 18,613 Organized workforce 831 ( 150 ) ( 681 ) — Total definite-lived intangible assets 21,229 ( 1,935 ) ( 681 ) 18,613 Indefinite-lived: IPR&D 1,390 — — 1,390 Total intangible assets $ 22,619 $ ( 1,935 ) $ ( 681 ) $ 20,003 Definite-Lived Intangible Assets In connection with the acquisition of the Dunkirk Facility in 2022, we acquired definite-lived intangibles consisting of favorable leasehold rights and an organized workforce. During the year ended December 31, 2022, we wrote off the entire unamortized organized workforce intangible asset totaling $ 0.7 million in impairment of intangible assets , on the consolidated statement of operations. See Note 6 , Collaboration and License Agreements and Acquisition, for more information. During the years ended December 31, 2023 and 2022, we recorded amortization expense of definite-lived intangible assets totaling $ 2.0 million and $ 1.9 million, respectively, in research and development expense , on the consolidated statements of operations. Indefinite-Lived Intangible Assets During the year ended December 31, 2023, we discontinued the research and development program associated with the Tarmogen platform based on results gathered from clinical data. We recorded a charge totaling $ 0.9 million in impairment of intangible assets , on the consolidated statement of operations in connection with the writedown of the carrying value of Tarmogen to zero. No such impairments were recorded during the years ended December 31, 2022 and 2021. As of December 31, 2023 and 2022, the company had indefinite-lived IPR&D intangible assets of $ 0.5 million and $ 1.4 million, respectively, which were obtained from business acquisitions. 164 Table of Contents Future amortization expense associated with our definite-lived intangible assets is as follows (in thousands): Years ending December 31: Definite-lived Intangible Assets 2024 $ 2,040 2025 2,040 2026 2,040 2027 2,040 2028 2,040 Thereafter 6,373 Total $ 16,573 Convertible Note Receivable In 2016, we executed a convertible promissory note pursuant to which we advanced Riptide a principal amount of $ 5.0 million. The note bears interest at a per annum rate of five percent ( 5 %). Concurrent with the transaction, we entered into an exclusive license agreement with Riptide to obtain worldwide exclusive rights, with the right to sublicense, certain know-how related to RP-182, RP-233 and RP-183. We are required to pay a single-digit royalty on net sales of the licensed products on a country-by-country basis. Pursuant to the license agreement, we are also required to make cash milestone payments upon successful completion of certain clinical, regulatory and commercial milestones up to an aggregate amount of $ 47.0 million for the first three indications of the licensed product with a maximum payment amount of $ 100.0 million. In 2019, we entered into a first amendment to the convertible promissory note with Riptide. Under the agreement, we extended the maturity of the promissory note to the earlier of (a) the later of (i) the completion of non-clinical IND enabling studies by the company, or (ii) December 31, 2020; and (b) when we accelerate the maturity of the note upon the occurrence of an event of default. No other terms and conditions of the promissory note were modified. Concurrently, we also entered into a first amendment to the exclusive license agreement with Riptide and extended the achievement dates for certain clinical trial milestones related to the licensed products. This option for receiving a 25 % discount was determined to have an immaterial value at inception and life-to-date of the note, as the probability of a future qualifying event is remote. The convertible note receivable balance was $ 6.9 million and $ 6.6 million, which included accrued interest of $ 1.9 million and $ 1.6 million as of December 31, 2023 and 2022, respectively. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following (in thousands): As of December 31, 2023 2022 Accrued bonus $ 11,350 $ 12,068 Accrued professional and service fees 9,829 6,685 Accrued research and development costs 7,700 1,930 Accrued compensation 6,241 6,040 Accrued preclinical and clinical trial costs 4,218 4,985 Financing obligation – current portion 1,475 1,417 Accrued construction costs 1,179 7,072 Other 716 1,628 Accrued expenses and other liabilities $ 42,708 $ 41,825 165 Table of Contents Interest and Investment Income (Loss), Net Interest and investment income (loss), net consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Unrealized losses from equity securities $ ( 1,591 ) $ ( 4,190 ) $ ( 4,615 ) Interest income 863 2,708 836 Investment accretion income (amortization expense), net 1,844 ( 1,486 ) ( 488 ) Net realized gains (losses) on investments 15 ( 122 ) 167 Interest and investment income (loss), net $ 1,131 $ ( 3,090 ) $ ( 4,100 ) Interest income includes interest from marketable securities, convertible notes receivable, other assets, and on bank deposits. Interest expense Interest expense consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Interest expense on related-party notes payable $ 86,453 $ 47,145 $ 14,695 Amortization of related-party notes discounts 42,396 16,282 62 Other interest expense 349 88 92 Interest expense $ 129,198 $ 63,515 $ 14,849 4. Financial Instruments Investments in Marketable Debt Securities As of December 31, 2023, the weighted-average remaining contractual life, amortized cost, gross unrealized gains, gross unrealized losses, and fair value of marketable debt securities, which were considered as available-for-sale, by type of security were as follows (in thousands): December 31, 2023 Weighted- Average Remaining Contractual Life (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Current: Foreign bonds 0.8 $ 54 $ — $ — $ 54 Mutual funds 40 — ( 1 ) 39 Current portion 94 — ( 1 ) 93 Noncurrent: Foreign bonds 3.3 939 — ( 48 ) 891 Total $ 1,033 $ — $ ( 49 ) $ 984 166 Table of Contents As of December 31, 2022, the weighted-average remaining contractual life, amortized cost, gross unrealized gains, gross unrealized losses, and fair value of marketable debt securities, which were considered as available-for-sale, by type of security were as follows (in thousands): December 31, 2022 Weighted- Average Remaining Contractual Life (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Current: Mutual funds $ 38 $ — $ ( 2 ) $ 36 Noncurrent: Foreign bonds 4.5 932 — ( 92 ) 840 Total $ 970 $ — $ ( 94 ) $ 876 As of December 31, 2023, 12 of the securities were in an unrealized loss position. Accumulated unrealized losses on marketable debt securities that have been in a continuous loss position for less than 12 months and more than 12 months were as follows (in thousands): December 31, 2023 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Mutual funds $ 39 $ ( 1 ) $ — $ — Foreign bonds 891 ( 48 ) — — Total $ 930 $ ( 49 ) $ — $ — December 31, 2022 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Mutual funds $ — $ — $ 36 $ ( 2 ) Foreign bonds — — 840 ( 92 ) Total $ — $ — $ 876 $ ( 94 ) During the years ended December 31, 2023, 2022 and 2021, we evaluated our securities for other-than-temporary impairment and did not recognize any other-than-temporary impairment losses. Marketable Equity Securities As of December 31, 2023 and 2022, we held investments in marketable equity securities with readily determinable fair values of $ 0.9 million and $ 2.5 million, respectively. During the years ended December 31, 2023, 2022 and 2021, unrealized losses recorded on these securities totaled $ 1.6 million, $ 4.2 million, and $ 4.6 million, respectively, in interest and investment income (loss), net , on the consolidated statements of operations. 167 Table of Contents 5. Fair Value Measurements Recurring Valuations Financial assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at December 31, 2023 Total Level 1 Level 2 Level 3 Assets at Fair Value: Current: Cash and cash equivalents $ 265,453 $ 265,453 $ — $ — Equity securities 916 916 — — Foreign bonds 54 — 54 — Mutual funds 39 39 — — Noncurrent: Foreign bonds 891 — 891 — Total assets measured at fair value $ 267,353 $ 266,408 $ 945 $ — Liabilities at Fair Value: Current: Contingent consideration $ ( 20 ) (1) $ — $ — $ ( 20 ) Noncurrent: Stock option purchase liability ( 819 ) (2) — — ( 819 ) Derivative liabilities ( 35,333 ) (3) — — ( 35,333 ) Warrant liabilities ( 118,770 ) (4) — — ( 118,770 ) Total liabilities measured at fair value $ ( 154,942 ) $ — $ — $ ( 154,942 ) Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Assets at Fair Value: Current: Cash and cash equivalents $ 104,641 (5) $ 63,860 $ 40,781 $ — Equity securities 2,507 2,507 — — Mutual funds 36 36 — — Noncurrent: Foreign bonds 840 — 840 — Total assets measured at fair value $ 108,024 $ 66,403 $ 41,621 $ — Liabilities at Fair Value: Current: Contingent consideration $ ( 19 ) (1) $ — $ — $ ( 19 ) Noncurrent: Warrant liability ( 21,636 ) (4) — — ( 21,636 ) Total liabilities measured at fair value $ ( 21,655 ) $ — $ — $ ( 21,655 ) 168 Table of Contents _______________ (1) Contingent Consideration Contingent consideration is recorded at estimated fair value and revalued each reporting period until the related contingency is resolved. The fair value measurement is based on inputs that are unobservable and significant to the overall fair value measurement (i.e., a Level 3 measurement within the fair value hierarchy) and are reviewed periodically by management. See Note 7 , Commitments and Contingencies—Contingent Consideration Related to Business Combinations , for more information. Changes in the carrying amount of contingent consideration were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Fair value, beginning of year $ ( 19 ) $ ( 409 ) $ ( 972 ) Consideration paid — 339 419 Net (increase) decrease in fair value ( 1 ) 51 144 Fair value, end of year $ ( 20 ) $ ( 19 ) $ ( 409 ) (2) Stock Option Purchase Liability In connection with the RIPA, we entered into an SPOA pursuant to which Oberland has an option to purchase up to an additional $ 10.0 million of our common stock, at a price to be determined by reference to the 30-day trailing volume weighted-average price of our common stock calculated from the date of exercise. This stock purchase option was classified as a liability at its fair value upon issuance. The fair value was estimated using probability-weighted scenarios over the likelihood of this option being exercised. As of December 31, 2023, the stock purchase option was outstanding. The fair value of the stock purchase option was estimated at $ 0.8 million at issuance. Due to the proximity of the inception date of the SPOA to December 31, 2023, the change in fair value was immaterial. See Note 9 , Revenue Interest Purchase Agreement , for more information. (3) Derivative Liabilities The debt incurred pursuant to the RIPA entered on December 29, 2023 contains embedded derivatives requiring bifurcation as a single compound derivative instrument. The company estimated the fair value of the derivative liability using a “with-and-without” method. The with-and-without methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative is the fair value of the derivative liability, which is estimated at $ 34.5 million as of December 31, 2023. The estimated probability and timing of underlying events triggering the exercisability of the Put Option contained in the RIPA, forecasted cash flows and the discount rate are significant unobservable inputs used to determine the estimated fair value of the entire instrument with the embedded derivative. As of December 31, 2023, the discount rate used for valuation of the derivative liability was 12.1 %. See N ote 9 , Revenue Interest Purchase Agreement, for more information. In connection with the December 2023 debt extinguishment, the company identified an embedded derivative related to a contingently exercisable prepayment feature of the amended $ 505.0 million December 2023 promissory note, which allows the noteholder to request up to a $ 50.0 million prepayment and accrued interest upon occurrence of a specified transaction (defined in the promissory note). This embedded derivative is recorded as a derivative liability on the consolidated balance sheet and is measured at fair value. Changes in the fair value of the derivative liability are reported as change in fair value of derivative, on the consolidated statement of operations. The fair value of the derivative liability is determined at each period end using a with and without method, which assesses the likelihood and timing of a specified transaction that if triggered could result in a repayment. The fair value of the embedded derivative is estimated at $ 0.8 million as of December 31, 2023, and will be remeasured to fair value at each reporting date until the derivative is settled. 169 Table of Contents (4) Third-Party Warrant Liabilities December 2022 Warrants In connection with the December 12, 2022 registered direct offering of common stock, the company issued 9,090,909 warrants (December 2022 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023 and 2022, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: Year Ended December 31, 2023 2022 Exercise price per share $ 6.60 $ 6.60 Expected term 1.0 years 2.0 years Expected average volatility 119.0 % 99.4 % Expected dividend yield — % — % Risk-free interest rate 4.7 % 4.4 % February 2023 Warrants In connection with the February 15, 2023 registered direct offering of common stock, the company issued 14,072,615 warrants. The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: December 31, 2023 Issuance Date February 17, 2023 Exercise price per share $ 3.2946 $ 4.2636 Expected term 2.6 years 2.0 years Expected average volatility 107.3 % 97.0 % Expected dividend yield — % — % Risk-free interest rate 4.1 % 4.6 % On July 25, 2023, the company reduced the exercise price of the outstanding February 2023 Warrants from $ 4.2636 per share to $ 3.2946 per share and extended the expiration date of the warrants until July 24, 2026. The effect of amending the terms of the warrants is reflected in a change in the fair value of warrant liability of $ 7.3 million. July 2023 Warrants In connection with the July 20, 2023 registered direct offering of common stock, the company issued 14,569,296 warrants (July 2023 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: December 31, 2023 Issuance Date July 25, 2023 Exercise price per share $ 3.2946 $ 3.2946 Expected term 2.6 years 3.0 years Expected average volatility 107.3 % 121.0 % Expected dividend yield — % — % Risk-free interest rate 4.1 % 4.5 % 170 Table of Contents The change in the carrying amount of the warrant liabilities was as follows (in thousands): Total December 2022 Warrants February 2023 Warrants July 2023 Warrants Fair value, December 31, 2022 $ 21,636 $ 21,636 $ — $ — Fair value at issuance 49,534 — 23,698 25,836 Change in fair value 47,600 ( 4,545 ) 26,260 25,885 Fair value, December 31, 2023 $ 118,770 $ 17,091 $ 49,958 $ 51,721 December 2022 Warrants Fair value at issuance, December 12, 2022 $ 35,096 Change in fair value ( 13,460 ) Fair value, December 31, 2022 $ 21,636 (5) As of December 31, 2022, the Level 2 measurements include $ 32.0 million in U.S. government agency securities and $ 8.8 million in corporate debt securities with original maturities of less than 90 days. Non-Recurring Valuations Non-financial assets and liabilities are recognized at fair value subsequent to initial recognition when they are deemed to be other-than-temporarily impaired. Except for the impairments discussed in Note 3 , Financial Statement Details—Intangible Assets, Net , there were no other material non-financial assets or liabilities deemed to be other-than-temporarily impaired and measured at fair value on a non-recurring basis during the years ended December 31, 2023, 2022 and 2021. We measured the fair value of the promissory notes before and after amendments that were entered on December 29, 2023 and August 31, 2022, as they were accounted for under the debt extinguishment accounting model. We used discounted cash flow analyses for promissory notes without a holder conversion option and used binomial lattice models for promissory notes with a holder conversion option. Since certain of the factors analyzed are considered to be unobservable inputs, both the discounted cash flow model and the lattice model are considered to be a Level 3 valuation. See Note 10 , Related-Party Debt, for more information. 6. Collaboration and License Agreements and Acquisition Collaboration Agreements National Cancer Institute 2015 NCI CRADA In May 2015, Etubics entered into a CRADA with the HHS as represented by the NCI of the NIH to collaborate on the preclinical and clinical development of an adenovirus technology expressing TAAs for cancer immunotherapy. In January 2016, we acquired all of the outstanding equity interests in Etubics and Etubics became a wholly-owned subsidiary. Effective January 2018, our subsidiary NantCell assumed the CRADA and it was amended to cover a collaboration for the preclinical and clinical development of our proprietary yeast-based Tarmogens expressing TAAs and proprietary adenovirus technology expressing TAAs for cancer immunotherapy. Pursuant to the CRADA, the NCI provides scientific staff and other support necessary to conduct research and related activities as described in the CRADA. During the term of the CRADA, we were required to make annual payments of $ 0.6 million to the NCI for support of research activities. In November 2021, NantCell entered into a third amendment to the CRADA, which was effective as of March 16, 2021. The principal changes effected by the third amendment are the following: (i) assignment of the CRADA from NantCell to ImmunityBio; (ii) modification of the research plan; (iii) extension of the CRADA term through May 2026; and (iv) an increase in funding for a total of $ 1.3 million per year, payable in semi-annual installments from 2022 through 2025. 171 Table of Contents During the years ended December 31, 2023, 2022 and 2021, we recorded R&D expense of $ 1.3 million, $ 1.2 million, and $ 1.1 million, respectively, in research and development expense on the consolidated statements of operations. Pursuant to the updated CRADA research plan, NCI and ImmunityBio will collaborate on the preclinical and clinical development of ImmunityBio’s proprietary adenovirus platform expressing TAAs; proprietary yeast platform expressing TAAs; proprietary agent N-803 and derivatives, agent N-809 and derivatives, and/or TxM product candidates; proprietary recombinant NK cells and mAbs; proprietary RNA vaccines and adjuvants; and other proprietary agents owned or controlled by ImmunityBio as contemplated in the research plan, for cancer immunotherapy. Under any of the CRADAs, any party may unilaterally terminate the agreement by providing timely advance written notice to the other party before the desired termination date. Pursuant to the terms of the CRADAs, we have an option to elect to negotiate an exclusive or non-exclusive commercialization license to any inventions discovered in the performance of any of the CRADAs. The parties jointly own any inventions and materials that are jointly produced by employees of both parties in the course of performing activities under the CRADAs. Amyris Joint Venture In December 2021, ImmunityBio and Amyris entered into a 50:50 joint venture arrangement and formed a new limited liability company to conduct the business of the joint venture. The purpose of the joint venture is to accelerate commercialization of a next-generation COVID-19 vaccine utilizing an RNA vaccine-platform. As part of the limited liability agreement, Amyris contributed $ 1.0 million in cash and rights to its license agreement with AAHI for an RNA platform for the field of COVID-19. ImmunityBio contributed $ 1.0 million in cash and priority access to its manufacturing capacity for the joint venture product. Both parties agreed to enter into a separate manufacturing and supply agreement and a sublicense agreement following the execution of the joint venture agreement. The joint venture agreement stipulates the initial terms for equal representation in the management of the newly-formed joint venture. The joint venture is managed by a board of directors consisting of four directors: two appointed by the company and two appointed by Amyris. Both parties agreed to make additional capital contributions in cash, in proportion to their respective interests, as determined by the board of directors of the joint venture. We considered the joint venture entity as a VIE and determined that we are not the primary beneficiary of the VIE. We account for our investment in the joint venture using the equity method of accounting. During the years ended December 31, 2023, 2022 and 2021, we recorded our 50 % share of net losses from the joint venture totaling $ 7.5 million, $ 12.1 million, and $ 0.8 million, respectively, in other expense, net , on the consolidated statements of operations. During the years ended December 31, 2023 and 2022, such losses incurred included $ 7.5 million and $ 11.9 million, respectively, attributable to expenses incurred by us on behalf of the joint venture. We are not obligated to fund the joint venture’s potential future losses. In August 2023, Amyris announced that it filed for Chapter 11 bankruptcy protection. The Amyris bankruptcy case remains ongoing, and there can be no assurance that we will receive any recovery on account of our claims against Amyris, including for Amyris’ portion of expenses incurred by the joint venture. As of December 31, 2023, the carrying amount of our equity investment in the joint venture was zero . License Agreements 3M IPC and AAHI License Agreement We have licensed rights to 3M-052, a synthetic TLR7/8 agonist, 3M-052 formulations and related technology from 3M IPC and its affiliates and AAHI. In November 2021 we obtained nonexclusive rights in the field of SARS-CoV-2 and in June 2022 we modified those rights and expanded the scope of the license to include (1) SARS-CoV-2 and other infectious diseases including malaria, HIV, tuberculosis, hookworm and varicella zoster on an exclusive basis in countries other than LMIC, and (2) oncology applications, when used in combination with our proprietary technology and/or IL-15 agonists. In consideration for the license, we agreed to make certain periodic license payments, including $ 2.25 million each year through June 2025. We have also agreed to make payments upon the achievement of certain regulatory milestone events and tiered royalties ranging from the low to high single-digits as a percentage of net sales. Beginning in April 2026, the annual minimum licensing payment is $ 1.0 million, which can be credited against any royalty payments due under this agreement. 172 Table of Contents In June 2023 and 2022, we made annual license maintenance fee payments of $ 2.25 million and $ 1.75 million, respectively. During the years ended December 31, 2023, 2022 and 2021, we expensed $ 2.0 million, $ 1.0 million, and $ 0.5 million, respectively, in research and development expense , on the consolidated statements of operations. AAHI License Agreements In May 2021, we entered into two license agreements with AAHI pursuant to which we received a license to certain patents and know-how relating to AAHI’s (i) adjuvant formulations for the treatment, prevention and/or diagnosis of SARS-CoV-2 (the AAHI Adjuvant Formulation License Agreement) and (ii) RNA vaccine platform as further described below (the AAHI RNA License Agreement). Under both agreements, we were obligated to pay one-time, non-creditable, non-refundable upfront cash payments totaling $ 2.0 million. In addition, under the AAHI Adjuvant Formulation License Agreement we owe milestone payments to a total of up to $ 2.5 million based on the achievement of certain development and regulatory milestones for the first licensed product and royalties on annual net sales of licensed products on a country-by-country and product-by-product basis of a low-single digit percentage, subject to certain royalty-reduction provisions. During the years ended December 31, 2023 and 2022, no milestone fees were incurred. In September 2021, we amended and restated the AAHI RNA License Agreement, pursuant to which AAHI granted us an exclusive, worldwide, sublicensable license to AAHI’s rights to an RNA vaccine platform for the development and commercialization of certain therapeutic, diagnostic, or prophylactic products for the prevention, treatment or diagnosis of any indication, other than those subject to pre-existing third-party license grants, including, without limitation, SARS-CoV-2. Pursuant to the terms of the amended and restated AAHI RNA License Agreement, we made a one-time, non-creditable, non-refundable, upfront payment to AAHI of $ 1.5 million and a license maintenance fee of $ 3.0 million in June 2022. The company is required to pay license maintenance fees to AAHI of $ 5.5 million annually from 2023 through 2030. The company may terminate the restated agreement without cause by paying AAHI a $ 10.0 million one-time early termination fee. In addition, the milestone payments to AAHI based on the achievement of certain development and regulatory milestones for the first licensed product were amended to a total of up to $ 4.0 million. We are required to pay royalties on annual net sales of licensed products on a country-by-country and product-by-product basis of a low to mid-single digit percentage. During the years ended December 31, 2023, 2022 and 2021, we recorded $ 4.5 million, $ 1.8 million, and $ 1.5 million, respectively, in research and development expense , on the consolidated statements of operations. In connection with the license agreements, in May 2021 we also entered into a sponsored research agreement with AAHI pursuant to which we will fund continued research of at least $ 2.0 million per year, payable in four equal quarterly installments each year until May 2024, or such year of earlier termination. As of December 31, 2023, $ 0.5 million payable to AAHI in connection with the sponsored research agreement was recorded in accrued expenses and other liabilities , on the consolidated balance sheet. During the year ended December 31, 2023, we recorded $ 1.2 million in research and development expense , and $ 3.7 million in loss on equity method investment, during the year ended December 31, 2022, respectively, on the consolidated statements of operations related to the sponsored research agreement. Viracta License Agreement In 2017, we entered into an agreement with Viracta under which we were granted exclusive worldwide rights to Viracta’s Phase II drug candidate, VRx-3996 (nanatinostat), for use in combination with our platform of NK cell therapies. In consideration for the license, we are obligated to pay Viracta mid-single digit percentage royalties on net sales of licensed products for therapeutic use and milestone payments ranging from $ 10.0 million to $ 25.0 million up to an aggregate maximum of $ 100.0 million for various regulatory approvals and cumulative net sales levels. We may terminate the agreement, at our sole discretion, in whole or on a product by product and/or country by country basis, at any time upon 90 days’ prior written notice. In addition, either party may terminate the agreement in the event of a material breach or for bankruptcy of the other party. To date, we have not had incurred any royalty or milestone payment obligations under this agreement, including during the years ended December 31, 2023, 2022 and 2021. 173 Table of Contents Acquisition Dunkirk Facility Leasehold Interest On February 14, 2022, we completed the acquisition of the Dunkirk Facility (approximately 409,000 rentable square feet) from Athenex, which we believe will provide us with a state-of-the-art biotech production center that will substantially expand and diversify our existing manufacturing capacity in the U.S. and the ability to scale production associated with certain of our product candidates. The company accounted for the transaction as an asset acquisition because the Dunkirk Facility’s integrated set of assets and activities does not meet the definition of a business. The total consideration for the acquisition was approximately $ 40.5 million, including a cash payment of $ 40.0 million, and transaction costs of approximately $ 0.5 million. The following table summarizes the fair value of assets acquired as of the acquisition date (in thousands): Construction in progress $ 10,043 Leasehold improvements 6,253 Definite-lived intangible assets (1) 21,229 Other depreciable assets and prepaid expenses 2,983 Total consideration $ 40,508 _______________ (1) Definite-lived intangible assets consist of favorable leasehold rights totaling $ 20.4 million and organized workforce totaling $ 0.8 million as of the acquisition date. Upon the closing of the Dunkirk transaction, the company became the tenant of the Dunkirk Facility under the Fort Schuyler Management Corporation Lease, dated October 1, 2021 and as amended as of the February 14, 2022 closing date (as amended, the Dunkirk Lease), with the FSMC as landlord. The Dunkirk Facility, as well as certain equipment, is owned by the FSMC and is leased to us under the Dunkirk Lease. Our annual lease payment will be $ 2.00 per year for an initial 10-year term, with one option to renew the lease under substantially the same terms and conditions for an additional 10-year term. As part of the transaction, we assumed certain of Athenex’s obligations under various third-party agreements (the Facility Agreements), subject to the terms and conditions of the purchase agreement by and between the company and Athenex dated as of January 7, 2022, and committed to spend an aggregate of $ 1.52 billion on operational expenses during the initial term, and an additional $ 1.50 billion on operational expenses if we elect to renew the lease for one additional 10-year term. We also committed to hiring 450 employees at the Dunkirk Facility within the first five years following the Commencement Date, with 300 such employees to be hired within the first 2.5 years following the Commencement Date. We are eligible for certain sales-tax exemption savings during the development of the Dunkirk Facility, and certain property tax savings over the next 20 years, subject to certain terms and conditions, including performance of certain of the obligations described above. Failure to satisfy the obligations over the lease term may give rise to certain rights and remedies of governmental authorities including, for example, termination of the Dunkirk Lease and other Facility Agreements and potential recoupment of a percentage of the grant funding received by Athenex for construction of the facility and other benefits received, subject to the terms and conditions of the applicable agreements. Although we believe that governmental funding will assist in funding a portion of the further build-out of the Dunkirk Facility, which we estimate to be approximately $ 8.0 million to $ 10.0 million of governmental funding remaining available as of December 31, 2023, there can be no assurance as to the final acceptance and timing of the requests for governmental funding that we submit, and we will need to plan and fund most of the additional build-out of, and purchase additional equipment for, the Dunkirk Facility in connection with our planned full operations. In addition, any future governmental funding will be subject to the eligibility of submitted expenses, as well as our compliance with the obligations that we are subject to pursuant to the agreements with parties regarding the Dunkirk Facility as described above. Further, on May 14, 2023, Athenex, together with certain of its subsidiaries, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Court for the Southern District of Texas (the Athenex Proceedings). We do not know what, if any, impact the Athenex Proceedings will have on any portion of the potential governmental funding remaining for the Dunkirk Facility. 174 Table of Contents Dunkirk Facility Workforce Reduction In September 2022, the company initiated a workforce reduction at the Dunkirk Facility and recorded severance and retention benefits for the terminated employees totaling $ 1.0 million during the year ended December 31, 2022 in selling, general and administrative expense , on the consolidated statement of operations. The terminated employees were not required to render service through their termination date in December 2022 to receive these benefits. 7. Commitments and Contingencies Contingent Consideration Related to Business Combinations VivaBioCell, S.p.A. In April 2015, NantWorks, a related party, acquired a 100 % interest in VivaBioCell through its wholly-owned subsidiary, VBC Holdings for $ 0.7 million, less working capital adjustments. In June 2015, NantWorks contributed its equity interest in VBC Holdings to the company, in exchange for cash consideration equal to its cost basis in the investment. VivaBioCell develops bioreactors and products based on cell culture and tissue engineering in Italy. In connection with our acquisition of VBC, we are obligated to pay the former owners contingent consideration upon the achievement of certain milestones related to the GMP-in-a-Box technology. A clinical milestone totaling $ 0.8 million was earned by the former owners of VivaBioCell, of which $ 0.4 million was paid during the year ended December 31, 2021, with the remaining $ 0.3 million clinical obligation, net of foreign exchange adjustment, settled during the year ended December 31, 2022. If a government agency unconditionally approves the GMP-in-a-Box technology for commercial sale (the regulatory milestone) in the future, we will be obligated to pay an additional approximately $ 2.2 million to the former owners. Altor BioScience, LLC In connection with our 2017 acquisition of Altor, we issued CVRs under which we agreed to pay the prior stockholders of Altor approximately $ 304.0 million of contingent consideration upon calendar-year worldwide net sales of N-803 exceeding $ 1.0 billion prior to December 31, 2026, with amounts payable in cash or shares of our common stock or a combination thereof. As the transaction was recorded as an asset acquisition, future CVR payments will be recorded when the corresponding events are probable of achievement or the consideration becomes payable. As of December 31, 2023, Dr. Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer, and his related party hold approximately $ 139.8 million of net sales CVRs and they have both irrevocably agreed to receive shares of the company’s common stock in satisfaction of their CVRs. We may be required to pay the other prior Altor stockholders up to $ 164.2 million for their net sales CVRs should they choose to have their CVRs paid in cash instead of common stock. Litigation From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. If we are served with any such complaints, we will assess at that time any contingencies for which we may need to reserve. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Altor BioScience, LLC Litigation In 2017, NantCell announced it had entered into a definitive merger agreement to acquire Altor. An action captioned Gray v. Soon-Shiong, et al. was filed in Delaware Chancery Court by plaintiffs Clayland Boyden Gray (Gray) and Adam R. Waldman. The plaintiffs, two minority stockholders, asserted claims against the company and other defendants for (1) breach of fiduciary duty and (2) aiding and abetting breach of fiduciary duty and filed a motion to enjoin the merger. The court denied the motion and permitted the merger to close. 175 Table of Contents Subsequent to the close of the merger, in 2017 the plaintiffs (joined by two additional minority stockholders, Barbara Sturm Waldman and Douglas E. Henderson (Henderson)) filed a second amended complaint, including appraisal claims, and which the defendants subsequently moved to dismiss. In a second action, Dyad Pharmaceutical Corporation (Dyad) filed a petition in Delaware Chancery Court for appraisal in connection with the merger. The defendants moved to dismiss the appraisal petition in 2018. The court issued an oral ruling in 2019 that dismissed certain claims and dismissed Altor from the action. The following claims remained: (a) the appraisal claims by all plaintiffs and Dyad (against Altor BioScience, LLC), and (b) Henderson’s claims for breach of fiduciary duty and aiding and abetting breach of fiduciary duty. In 2019, the court issued a written order implementing its ruling on the defendants’ motions (the Implementing Order). In the Implementing Order, the court confirmed that all fiduciary duty claims brought by Gray, both individually and as trustee of the Gordon Gray Trust f/b/o C. Boyden Gray, were dismissed. The plaintiffs then moved for leave to file a third amended complaint to add two former Altor stockholders as plaintiffs and a fiduciary duty claim on behalf of a purported class of former Altor stockholders, which the defendants opposed. In 2020, the court granted the plaintiffs’ motion, and the plaintiffs filed the third amended complaint. In 2020, the defendants answered the third amended complaint and asserted counterclaims against the plaintiffs. The defendants sought damages for attorneys’ fees and costs incurred as a result of the breaches of “standstill” agreements and of stockholder releases. The plaintiffs filed an answer denying the counterclaims and asserting defenses. The shares of the former Altor stockholders seeking appraisal met the definition of dissenting shares under the merger agreement and were not entitled to receive any portion of the merger consideration at the closing date, given that those shares were the subject of the above-described appraisal claims. In late March 2022, the company agreed to the terms of a settlement with the appraisal petitioners, without any admission of liability or fault. The settlement provided that in exchange for complete releases, the appraisal petitioners, who as a group held 3,167,565 dissenting Altor shares, collectively would receive an aggregate of 2,229,296 shares of the company’s common stock issued in a private placement, plus an aggregate of $ 21.13 in cash in lieu of fractional shares. The company’s Board of Directors approved the settlement and stock issuance in April 2022, and the court approved the settlement and dismissed the appraisal petitioners’ claims on July 9, 2022. On July 9, 2022, the company issued 2,229,296 shares of its common stock with an aggregate market value of $ 10.7 million, based on the closing price of its common stock on the Nasdaq as of July 8, 2022, to the appraisal petitioners pursuant to the court-approved settlement agreement. In late April 2022, the company also agreed to the terms of a settlement with the putative class plaintiffs without any admission of liability or fault. In exchange for class-wide releases, the company committed to make a settlement payment of $ 5.0 million in cash by December 31, 2022. On December 8, 2022, the Delaware Court of Chancery entered a final judgment approving the settlement, and the company timely made the $ 5.0 million settlement payment. Sorrento Therapeutics, Inc. Litigation Sorrento, derivatively on behalf of NANTibody, filed an action in the Superior Court of California, Los Angeles County (the Superior Court) against the company’s subsidiary NantCell, Dr. Soon-Shiong, and Charles Kim. The action alleged that the defendants improperly caused NANTibody to acquire IgDraSol from NantPharma and sought to have the transaction undone and the purchase amount returned to NANTibody. In 2019, we filed a demurrer to several causes of action alleged in the Superior Court action, and Sorrento filed an amended complaint, eliminating Mr. Kim as a defendant and dropping the causes of action we had challenged in our demurrer. Trial had been set to commence in Sorrento’s Superior Court action on August 7, 2023, but on July 24, 2023 the Superior Court vacated the August 7, 2023 trial date at the parties’ request in light of the pending settlement discussed below. Also in 2019, the company and Dr. Soon-Shiong filed cross-claims in the Superior Court action against Sorrento and its Chief Executive Officer Henry Ji, asserting claims for fraud, breach of contract, breach of the covenant of good faith and fair dealing, tortious interference with contract, unjust enrichment, and declaratory relief. Our claims alleged that Dr. Ji and Sorrento breached the terms of an exclusive license agreement between the company and Sorrento related to Sorrento’s antibody library and that Sorrento did not perform its obligations under the exclusive license agreement. The Superior Court ruled that the company’s claims should be pursued in arbitration and that Dr. Soon-Shiong’s claims could be pursued in Superior Court. 176 Table of Contents In 2019, the company, along with NANTibody, filed an arbitration against Sorrento and Dr. Ji asserting our claims relating to the exclusive license agreement. Sorrento filed counterclaims against the company and NANTibody in the arbitration. The hearings in the NANTibody arbitration commenced in April 2021 and concluded in early August 2021. After post-hearing briefing was concluded, the parties were notified on November 30, 2021 that the arbitrator in the NANTibody arbitration had passed away. A substitute arbitrator was appointed on February 25, 2022, and the parties worked with the substitute arbitrator to conclude the proceedings. Additional hearing sessions were held in May and July 2022, and summations took place on August 2, 2022. On December 2, 2022, the arbitrator issued a final award finding that Sorrento had breached the two exclusive license agreements with NantCell and NANTibody. The arbitrator awarded NantCell approximately $ 156.8 million and NANTibody approximately $ 16.7 million, plus post-award interest accruing at a daily rate. On December 21, 2022, NantCell and NANTibody filed petitions in the Superior Court to confirm the arbitration award; on January 16, 2023, Sorrento filed a response to the petitions and moved to vacate the award. On February 7, 2023, after a hearing, the Superior Court entered orders confirming the arbitration award and denying Sorrento’s motion to vacate. The Superior Court entered judgments against Sorrento in the aggregate amount of approximately $ 176.4 million plus 10 % post-judgment interest, of which approximately $ 159.4 million was payable to NantCell, and the remainder of which was payable to NANTibody. On February 13, 2023, Sorrento informed counsel to the company that it had filed a Chapter 11 proceeding in the U.S. District Court for the Southern District of Texas, In re: Sorrento Therapeutics, Inc., et al., Case No. 23-90085 (DRJ), Docket Entry 810. On June 6, 2023, Sorrento filed a motion in its Chapter 11 proceeding for entry of an order approving and implementing a mediation settlement reached with the company and other entities. The settlement involved two possible scenarios: Either, if Sorrento were to raise an amount needed to pay its debtor in possession lender and its unsecured creditors by August 31, 2023, Sorrento would pay those obligations, including the judgments held by NantCell and NANTibody, by 2:00 p.m. ET on August 31, 2023 and be free to proceed with pending litigation; or, failing that, the judgments would be released, the litigation claims would be released, including, without limitation, the Superior Court action discussed above, Sorrento would relinquish its interests in NANTibody and certain other entities, Sorrento would forfeit its rights to any payments from NantCell arising out of its antibody exclusive license agreement with NantCell (rights to PD-L1), and certain other provisions not impacting the company would be implemented as described in the motion. On August 14, 2023, the United States Bankruptcy Court for the Southern District of Texas issued an order approving the settlement described above, such that the settlement became binding on the parties. As of 2:00 p.m. ET on August 31, 2023, Sorrento had not paid the judgments held by NantCell and NANTibody. Accordingly, in relevant part to the company and NantCell, a mutual release of claims became effective such that the aforementioned judgments were released, the litigation claims were released including, without limitation, the derivative litigation against NantCell described above, Sorrento relinquished its interests in NANTibody, and Sorrento forfeited its rights to any payments from NantCell arising out of its antibody exclusive license agreement with NantCell, including any royalties associated with the company’s engineered NK cell therapy in Phase II clinical trials, PD-L1 t-haNK. As a result of the settlement, the parties filed dismissals of the litigation matters discussed above. After the settlement, the company’s ownership in NANTibody increased from 60 % to 100 %, and, as a result, the carrying amount of the noncontrolling interest of $ 4.2 million was adjusted and recognized in additional paid-in capital attributable to the company, on the consolidated statement of stockholders’ deficit. Shenzhen Beike Biotechnology Co. Ltd. Arbitration In 2020, we received a Request for Arbitration before the International Chamber of Commerce, International Court of Arbitration. The arbitration relates to a license, development, and commercialization agreement that Altor entered into with Beike in 2014, which agreement was amended and restated in 2017, pursuant to which Altor granted to Beike an exclusive license to use, research, develop and commercialize products based on N-803 in China for human therapeutic uses. In the arbitration, Beike is asserting a claim for breach of contract under the license agreement. Among other things, Beike alleges that we failed to use commercially reasonable efforts to deliver to Beike materials and data related to N-803. Beike is seeking specific performance and declaratory relief for the alleged breaches. On September 25, 2020, the parties entered into a standstill agreement under which, among other things, the parties affirmed they would perform certain of their obligations under the license agreement by specified dates and agreed that all deadlines in the arbitration were indefinitely extended. The standstill agreement could be terminated by any party on ten calendar days’ notice, and upon termination, the parties had the right to pursue claims arising from the license agreement in any appropriate tribunal. On March 20, 2023, we terminated the standstill agreement, and on 177 Table of Contents April 11, 2023, Beike served an amended Request for Arbitration. We served an Answer and Counterclaims on May 19, 2023. Beike served a Reply to our counterclaims on June 21, 2023. Beike’s Statement of Claim is due on March 22, 2024, and the company’s Statement of Defense and Counterclaim is due on June 21, 2024. The hearing in the arbitration is scheduled to begin on June 9, 2025. Given that no discovery has occurred, it remains too early to evaluate the likely outcome of the case or to estimate any range of potential loss. We believe the claims asserted against the company lack merit and intend to defend the case, and to pursue or counterclaims, vigorously. Securities Class Action On June 30, 2023, a putative securities class action complaint, captioned Salzman v. ImmunityBio, Inc. et al. , No. 3:23-cv-01216-BEN-WVG, was filed in the U.S. District Court for the Southern District of California against the company and three of its officers and/or directors, asserting violations of Sections 10(b) and 20(a) of the Exchange Act. Stemming from the company’s disclosure on May 11, 2023 that it had received an FDA CRL stating, among other things, that it could not approve the company’s BLA for its product candidate, Anktiva in combination with BCG for the treatment of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease, in its present form due to deficiencies related to its pre-license inspection of the company’s third-party CMOs, the complaint alleges that the defendants had previously made materially false and misleading statements and/or omitted material adverse facts regarding its third-party clinical manufacturing organizations and the prospects for regulatory approval of the BLA. On September 27, 2023, the court appointed a lead plaintiff, approved their selection of lead counsel, and re-captioned the case In re. ImmunityBio, Inc. Securities Litigation, No. 3:23-cv-01216. On November 17, 2023, lead plaintiff filed an amended complaint, which named the same defendants and asserted the same claims as the previous complaint. On January 8, 2024, defendants filed a motion to dismiss the amended complaint. A hearing on the motion is currently scheduled for April 23, 2024.The company believes the lawsuit is without merit and intends to defend the case vigorously. The company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this action. If an unfavorable outcome were to occur, it is possible that the impact could be material to the company’s results of operations in the period(s) in which any such outcome becomes probable and estimable. Unconditional Purchase Obligations Unconditional purchase obligations are defined as an agreement to purchase goods or services that are enforceable and legally binding (non-cancelable, or cancelable only in certain circumstances). In the normal course of business, we enter into unconditional purchase obligation arrangements with a third-party CMO to reserve manufacturing slots in its cGMP manufacturing facility for the manufacture and supply of cGMP batches per FDA and EMA regulations for commercial use. The total amount of future non-cancelable purchase commitments related to the manufacture of cGMP batches is $ 2.0 million and $ 0.9 million for the years ending December 31, 2024 and 2025, respectively. We estimate our total unconditional purchase obligation related to hosted software license subscription fees and implementation costs at $ 5.2 million as of December 31, 2023. Payments by year are estimated as follows: 2024 ($ 1.6 million), 2025 ($ 1.8 million) and 2026 ($ 1.8 million). Additionally, our total unconditional purchase obligation for laboratory cleanroom service costs are estimated at $ 1.9 million as of December 31, 2023. Payments by year are estimated as follows: 2024 ($ 0.5 million) and 2025 ($ 1.4 million). The purchase obligation amounts do not represent the entire anticipated purchases in the future, but represent only those items for which we are contractually obligated. The majority of our goods and services are purchased as needed, with no unconditional commitment. For this reason, these amounts do not provide an indication of our expected future cash outflows related to purchases. Commitments During the year ended December 31, 2023, we did not enter into any significant contracts or material unconditional purchase commitments, other than those disclosed in these consolidated financial statements. 178 Table of Contents 8. Lease Arrangements We lease property in multiple facilities across the U.S. and Italy, including facilities located in El Segundo, CA and the Dunkirk Facility in upstate New York. Substantially all of our operating lease right-of-use assets and operating lease liabilities relate to facilities leases. All of our finance leases are related to equipment rentals at the Dunkirk Facility. See Note 11 , Related-Party Agreements , for more information about our related-party leases. Our leases generally have initial terms ranging from two to ten years and often include one or more options to renew. These renewal terms can extend the lease term from one to ten years , and are included in the lease term when it is reasonably certain that we will exercise the option. Supplemental balance sheet information related to our leases is as follows (in thousands): As of December 31, Classification 2023 2022 Assets Operating lease assets Operating lease right-of-use assets $ 36,543 $ 45,788 Finance lease assets Other assets 58 135 Total lease assets $ 36,601 $ 45,923 Liabilities Current: Operating lease liabilities Operating lease liabilities $ 5,244 $ 2,650 Finance lease liabilities Accrued expenses and other liabilities 64 77 Non-current: Operating lease liabilities Operating lease liabilities, less current portion 39,942 47,951 Finance lease liabilities Other liabilities — 64 Total lease liabilities $ 45,250 $ 50,742 Information regarding our lease terms is as follows: Year Ended December 31, 2023 2022 Weighted-average remaining lease term: Operating leases 6.2 years 6.6 years Finance leases 0.8 years 1.8 years Weighted-average discount rate: Operating leases 10.9 % 10.5 % Finance leases 11.7 % 11.7 % 179 Table of Contents The components of lease expense consist of the following (in thousands): Year Ended December 31, 2023 2022 2021 Operating lease costs $ 11,123 $ 11,093 $ 7,977 Short-term lease costs 4,088 3,060 — Finance lease costs (including right-of-use asset amortization and interest expense) 88 80 — Variable lease costs 3,521 3,880 2,862 Total lease expense $ 18,820 $ 18,113 $ 10,839 Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for operating leases (excluding variable lease costs) $ 9,538 $ 10,241 $ 9,034 Financing cash flow from finance leases 77 58 — Operating cash flow from finance leases 11 15 — Future minimum lease payments as of December 31, 2023, including $ 11.5 million related to options to extend lease terms that are reasonably certain of being exercised, are presented in the following table (in thousands). Common area maintenance costs and taxes are not included in these payments. Years ending December 31: Operating Leases Finance Leases Total 2024 $ 10,354 $ 66 $ 10,420 2025 10,864 — 10,864 2026 8,983 — 8,983 2027 8,220 — 8,220 2028 8,465 — 8,465 Thereafter 16,056 — 16,056 Total future minimum lease payments 62,942 66 63,008 Less: Interest 17,086 2 17,088 Less: Tenant improvement allowance receivable 670 — 670 Present value of operating lease liabilities $ 45,186 $ 64 $ 45,250 During the year ended December 31, 2023, we extended some existing related-party leases and terminated an existing related-party lease. See Note 11 , Related-Party Agreements, for more information regarding our related-party leases. 180 Table of Contents 9. Revenue Interest Purchase Agreement On December 29, 2023, we entered into the RIPA with Infinity and Oberland, to support the commercialization of Anktiva, our lead product candidate, to further the development of our product platforms, and to provide for other working capital needs. Pursuant to the RIPA, Oberland acquired certain Revenue Interests from us for a gross purchase price of $ 200.0 million paid on closing, less certain transaction expenses. In addition, Oberland may purchase additional Revenue Interests from us in exchange for the $ 100.0 million Second Payment upon satisfaction of certain conditions specified in the RIPA, including following the receipt of approval by the FDA of the company’s BLA for Anktiva in combination with BCG for the treatment of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease on or before June 30, 2024. As consideration for the aforementioned payments, Oberland has the right to receive quarterly Revenue Interest Payments from us based on, among other things, a certain percentage of our net sales during such quarter, which will be tiered payments initially ranging from 3.00 % to 7.00 % (or after funding of the Second Payment, 4.50 % to 10.00 %) of the company’s worldwide net sales, excluding those in China. If the aggregate Revenue Interest Payments made to Oberland as of December 31, 2029 equal or exceed the Cumulative Purchaser Payments as of that date, the initially tiered revenue interest rate will be decreased to a single rate of 1.50 % (or after the funding of the Second Payment, 2.25 %) of the company’s worldwide net sales, excluding those in China. If the aggregate Revenue Interest Payments made to Oberland as of the Test Date are less than the aggregate amount of Cumulative Purchaser Payments as of the Test Date, then following the Test Date the initially tiered revenue interest rate will increase to a rate that, had such increased rate applied during the period from December 29, 2023 through December 31, 2029, it would have resulted in Oberland receiving aggregate Revenue Interest Payments (excluding certain payments detailed in the RIPA) equal to the Cumulative Purchaser Payments as of the Test Date. In addition, if aggregate Revenue Interest Payments made to Oberland as of the Test Date are less than the aggregate amount of Cumulative Purchaser Payments as of the Test Date, then the company must make the True-Up Payment. Oberland’s rights to receive Revenue Interest Payments under the RIPA shall terminate when Oberland has received payments (including any True-Up Payment) equal to 195.0 % of the then Cumulative Purchaser Payments unless the RIPA is terminated prior to such date. If Oberland has not received total payments (including any True-Up Payment) equal to 195.0 % of the then Cumulative Purchaser Payments on or before the twelfth anniversary of the RIPA, then the company shall be obligated to pay to Oberland an amount equal to 195.0 % of the then Cumulative Purchaser Payments less the aggregate payments (including any True-Up Payments) made as of such date. Under the RIPA, the company has a Call Option to terminate the RIPA and repurchase the Revenue Interests at any time upon advance written notice, subject to certain limitations set forth in the RIPA. Additionally, Oberland has a Put Option enabling them to terminate the RIPA and to require the company to repurchase the Revenue Interests upon enumerated events, such as a bankruptcy event, failure to make a payment, an uncured material breach, default in certain third-party agreements, a breach or default under any subordination agreements with respect to indebtedness to existing stockholders, or subordinated notes during certain time periods, judgments in excess of certain amounts against the company, a material adverse effect, the loss of regulatory approval of our product candidates or a change of control. The required purchase price with respect to the Call Option and/or Put Option, as applicable, shall be (a) 120.0 % of the Cumulative Purchaser Payments as of such date, if Oberland exercises the Put Option (other than in connection with a change of control) on or prior to the first anniversary the Closing Date, (b) 135.0 % of the Cumulative Purchaser Payments as of such date, if the Put Option or the Call Option is exercised in connection with a change of control on or prior to the date that is eighteen (18) months after the Closing Date, and (c) in all other cases, (i) 175.0 % of the Cumulative Purchaser Payments as of such date, if the Put Option or the Call Option is exercised no later than the date that is thirty six (36) months after the Closing Date, and (ii) 195.0 % of the Cumulative Purchaser Payments as of such date, if the Put Option or the Call Option is exercised later than the date that is thirty six (36) months after the Closing Date, minus, in each case, the total payments made to Oberland on or prior to such date. The company’s obligations under the RIPA are guaranteed by certain of its subsidiaries meeting materiality thresholds set forth in the RIPA. To secure the company’s obligations under the RIPA and the subsidiary guarantors’ obligations under the guarantees, each of the company and the subsidiary guarantors has granted a security interest in substantially all its assets, subject to certain exceptions and limitations. 181 Table of Contents The RIPA contains affirmative and negative covenants and events of default, including covenants and restrictions that, among other things, restrict our ability to incur additional liens, incur additional indebtedness, make loans and investments, enter into transactions with affiliates, engage in mergers and acquisitions, engage in asset sales and exclusive licensing arrangements, and declare dividends to our stockholders, in each case, subject to certain exceptions set forth in the RIPA. As of December 31, 2023, the company was in compliance with all covenants. The RIPA is considered a sale of future revenues and accounted for as long-term debt recorded at amortized cost using the effective interest rate method. Also, on December 29, 2023 and in connection with the RIPA, we entered into an SPOA with Oberland pursuant to which we sold an aggregate of approximately $ 10.0 million of our common stock at $ 4.1103 per share in a private placement. Oberland also has an option to purchase up to an additional $ 10.0 million of our common stock, at a price per share to be determined by reference to the 30-day trailing volume weighted-average price of our common stock calculated from the date of exercise. This stock purchase option was classified as a liability estimated at fair value at issuance. The $ 200.0 million received pursuant to the RIPA and $ 10.0 million received pursuant to the SPOA were allocated among the resulting financial instruments on a relative fair value basis, with $ 197.1 million allocated to the debt under the RIPA, $ 12.0 million allocated to the common stock issued under the SPOA, and $ 0.8 million allocated to the stock purchase option. The Put Option under the RIPA that is exercisable by Oberland upon certain contingent events and the Call Option that is exercisable by the company upon a change of control were determined to be embedded derivatives requiring bifurcation and separately accounted for as a single compound derivative instrument. The company recorded the initial fair value of the derivative liability of $ 34.5 million as a debt discount, which will be amortized to interest expense over the expected term of the debt using the effective interest rate method. In connection with the RIPA, as of December 31, 2023 $ 155.4 million was recorded as revenue interest liability, on the consolidated balance sheet. The company imputes interest expense associated with this liability using the effective interest rate method. The effective interest rate is calculated based on the rate that would enable the debt to be repaid in full over the anticipated life of the arrangement. The interest rate on this liability may vary during the term of the agreement depending on a number of factors, including the level of forecasted net sales. The company evaluates the interest rate quarterly based on its current net sales forecasts utilizing the prospective method. A significant increase or decrease in actual or forecasted net sales may materially impact the revenue interest liability, interest expense, other income, and the time period for repayment. During the year ended December 31, 2023, we recorded $ 0.3 million of interest expense related to this arrangement. The company incurred $ 7.5 million of issuance costs in connection with the RIPA, which will be amortized to interest expense over the estimated term of the debt. The following table summarizes the revenue interest liability activity during the year ended December 31, 2023 (in thousands): Revenue interest liability at inception $ — Proceeds from the RIPA, gross 200,000 Less: Issuance costs 7,491 Proceeds from the RIPA, net 192,509 Debt discount from: Embedded contingent derivative liability ( 34,500 ) Issuance of common stock ( 2,039 ) Fair value of stock purchase option ( 819 ) Interest expense recognized 264 Revenue interest liability as of December 31, 2023 $ 155,415 182 Table of Contents 10. Related-Party Debt Our related-party debt is summarized below (in thousands): Balances as of December 31, 2023 Maturity Year Interest Rate Principal Amount Less: Unamortized Discounts Total Related-Party Nonconvertible Note: $ 505 million December 2023 Promissory Note – Tranche 1 (1), (2), (3) 2025 Term SOFR + 8.0 % $ 125,000 $ 20,414 $ 104,586 Related-Party Convertible Notes: $ 300 million December 2021 Promissory Note (1), (2), (3) $ 300,000 $ 26,091 $ 273,909 $ 50 million December 2022 Promissory Note (1), (2), (3) 50,000 4,349 45,651 $ 30 million June 2023 Promissory Note (2), (3) 30,000 2,609 27,391 $ 505 million December 2023 Promissory Note Tranche 2 2025 Term SOFR + 7.5 % 380,000 33,049 346,951 $ 30 million March 2023 Promissory Note (2), (3) 2025 Term SOFR + 8.0 % 30,000 — 30,000 $ 200 million September 2023 Promissory Note (2), (3) 2026 Term SOFR + 8.0 % 200,000 — 200,000 Total related-party convertible notes $ 610,000 $ 33,049 $ 576,951 Balances as of December 31, 2022 Maturity Year Interest Rate Principal Amount Accrued PIK Interest Added to Note Less: Unamortized Discounts Total Related-Party Nonconvertible Notes: $ 300 million December 2021 Promissory Note (1), (2), (3) 2023 Term SOFR + 8.0 % $ 300,000 $ — $ 35,822 $ 264,178 $ 125 million August 2022 Promissory Note (1), (2), (3) 2023 Term SOFR + 8.0 % 125,000 — 7,039 117,961 $ 50 million December 2022 Promissory Note (1), (2), (3) 2023 Term SOFR + 8.0 % 50,000 — 238 49,762 Total related-party nonconvertible notes $ 475,000 $ — $ 43,099 $ 431,901 Related-Party Convertible Notes: Nant Capital 2015 Note Payable (1), (2) 2025 5.0 % $ 55,226 $ 9,320 $ 5,188 $ 59,358 Nant Capital 2020 Note Payable (1), (2) 2025 6.0 % 50,000 7,039 4,068 52,971 Nant Capital 2021 Note Payable (1), (2) 2025 6.0 % 40,000 — 2,580 37,420 NantMobile Note Payable (1), (2) 2025 3.0 % 55,000 5,110 5,978 54,132 NCSC Note Payable (1), (2) 2025 5.0 % 33,000 7,684 3,294 37,390 Total related-party convertible notes $ 233,226 $ 29,153 $ 21,108 $ 241,271 183 Table of Contents $ 300.0 million December 2021 Promissory Note On December 17, 2021, the company executed a $ 300.0 million promissory note with N ant Capital, an af filiated entity under common control of our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder. The note bore an interest rate of Term SOFR plus 5.4 % per annum, payable on a quarterly basis. The outstanding principal amount and any accrued and unpaid interest on advances were due on December 17, 2022. In the event of a default on the loan (as defined in both the original and amended and restated promissory notes), including if the company does not repay the loan at maturity, the company had the right, at its sole option, to convert the outstanding principal amount and accrued and unpaid interest due under this note into shares of the company’s common stock at a price of $ 5.67 per share. On August 31, 2022, the company and Nant Capital entered into an amended and restated promissory note, pursuant to which the maturity date of the promissory note was extended to December 31, 2023 and the interest rate was amended to Term SOFR plus 8.0 % per annum. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was further extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note pursuant to which this existing promissory note was amended to be included in the Tranche 2 principal amount of the amended $ 505.0 million December 2023 promissory note, with a maturity date of December 31, 2025, and an interest rate of Term SOFR plus 7.5 % per annum. Based on the terms of the amended and restated promissory note, the noteholder, at its sole discretion, may convert all of the Tranche 2 $ 380.0 million principal amount into shares of common stock at a conversion price of $ 8.2690 per share. $ 125.0 million August 2022 Promissory Note On August 31, 2022, the company executed a $ 125.0 million promissory note with Nant Capital. The note bears an interest rate of Term SOFR plus 8.0 % per annum, payable on a quarterly basis. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note letter agreement pursuant to which the existing promissory note was amended to be included in the Tranche 1 principal amount of the amended $ 505.0 million December 2023 promissory note, with a maturity date of December 31, 2025 and an interest rate of Term SOFR plus 8.0 % per annum. $ 50.0 million December 2022 Promissory Note On December 12, 2022, the company executed a $ 50.0 million promissory note with Nant Capital. The note bore an interest rate of Term SOFR plus 8.0 % per annum, payable on a quarterly basis. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. In the event of a specified transaction (as defined in the note), the noteholder can request the outstanding principal and interest due on the loan to be repaid in full upon consummation of such specified transaction. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was further extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note pursuant to which the existing promissory note was amended to be included in the Tranche 2 principal amount of the amended $ 505.0 million December 2023 promissory note, with a maturity date of December 31, 2025, and an interest rate of Term SOFR plus 7.5 % per annum. Pursuant to the terms of the amended and restated promissory note, the investor, in its sole discretion may convert all of the outstanding Tranche 2 principal amount into shares of common stock at a conversion price of $ 8.2690 per share. The noteholder can request up to $ 50.0 million of the Tranche 2 principal amount and accrued interest to be repaid upon consummation of such specified transaction. 184 Table of Contents $ 30.0 million March 2023 Promissory Note On March 31, 2023, the company executed a $ 30.0 million promissory note with Nant Capital. This note bears interest at Term SOFR plus 8.0 % per annum, payable on a quarterly basis. The outstanding principal amount and any accrued and unpaid interest was originally due on December 31, 2023. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. Upon receipt of a written notice of prepayment from the company, the noteholder may choose to convert the outstanding principal amount to be prepaid and the accrued and unpaid interest thereon into shares of the company’s common stock at a price of $ 2.28 per share. Additionally, the noteholder may at its option convert the entire outstanding principal amount of the promissory note and accrued interest into shares of the company’s common stock at a conversion price of $ 2.28 per share, at the option of the noteholder. The company received net proceeds of approximately $ 29.9 million from this financing, net of a $ 0.1 million origination fee paid to the noteholder. On September 11, 2023, the company and Nant Capital entered into a letter agreement pursuant to which the maturity date of the $ 30.0 million promissory note described above was extended from December 31, 2023 to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into a letter agreement pursuant to which the maturity date of this promissory note was extended to December 31, 2025. $ 30.0 million June 2023 Promissory Note On June 13, 2023, the company executed a $ 30.0 million promissory note with Nant Capital, pursuant to which, the company could request up to three (3) advances of $ 10.0 million each. The principal amount of each advance bore interest rate at Term SOFR plus 8.0 % per annum, payable on a quarterly basis. The outstanding principal amount and any accrued and unpaid interest on advances was originally due on December 31, 2023. We may prepay the outstanding principal amount, together with any accrued interest, on any then-outstanding advances, at any time, in whole or in part, without premium or penalty, and without the prior consent of the noteholder upon five (5) days written notice to the noteholder. We received net proceeds of approximately $ 29.9 million from this promissory note, net of a $ 0.1 million origination fee paid to Nant Capital. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was further extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note pursuant to which the existing promissory note was amended to be included in the Tranche 2 principal amount of the amended $ 505.0 million December 2023 promissory note, with a maturity date of December 31, 2025, and an interest rate of Term SOFR plus 7.5 % per annum. Pursuant to the terms of the amended and restated promissory note the investor, in its sole discretion may convert all of the Tranche 2 $ 380.0 million principal amount into shares of common stock at a conversion price of $ 8.2690 per share. $ 200.0 million September 2023 Promissory Note On September 11, 2023, the company executed a $ 200.0 million convertible promissory note with Nant Capital. The note bears interest at Term SOFR plus 8.0 % per annum, payable on a monthly basis. The outstanding principal amount and any accrued and unpaid interest are due on September 11, 2026. We may prepay the outstanding principal amount, together with any accrued interest, at any time, in whole or in part, without premium or penalty upon five (5) days written notice to the noteholder. The noteholder has the sole option to convert all (but not less than all) of the outstanding principal amount and accrued but unpaid interest into shares of the company’s common stock at a conversion price of $ 1.9350 per share. The company received net proceeds of approximately $ 199.0 million from this financing, net of a $ 1.0 million origination fee paid to the noteholder. 185 Table of Contents Footnotes to Related-Party Debt Tables Debt Modification and Debt Extinguishments (1) August 2022 Debt Extinguishment On August 31, 2022, the company amended and restated the above fixed-rate notes payables held by Nant Capital, NantWorks, NantMobile and NCSC, which are entities affiliated with Dr. Soon-Shiong. Prior to the amendments and restatements, these notes bore and thereafter continued to bear interest at a per annum rate ranging from 3.0 % to 6.0 %, provided that the outstanding principal was and thereafter continued to be due and payable on September 30, 2025, and accrued and unpaid interest was or continued to be payable either upon maturity or, with respect to one of the notes, on a quarterly basis. Prior to the amendments and restatements, the company could and thereafter continued to be able to prepay the outstanding principal (together with accrued and unpaid interest), either in whole or in part, at any time without premium or penalty and without the prior consent of the noteholder, subject to an advance notice period of at least five business days during which the noteholder could convert the amount requested to be prepaid by the company into shares of the company’s common stock, as part of the amendment and restatement. The terms of these fixed-rate promissory notes were amended and restated to include a conversion feature that gave each noteholder, at its sole option, at any time (other than when the noteholder is in receipt of a written notice of prepayment from the borrower), the right to convert the entire outstanding principal amount and accrued and unpaid interest due under each note at the time of conversion into shares of the company’s common stock at a price of $ 5.67 per share. Since all of the above promissory notes were entered into or amended at the same time and with entities under common control, the company determined that the promissory notes were required to be evaluated collectively to accurately capture the economics of the transactions entered in contemplation of each other and contemporaneously. ASC 470-50 provides that a modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date would always be considered substantial and require extinguishment accounting. Accordingly, as a result of the addition of the conversion feature to the fixed-rate promissory notes, the fixed-rate promissory notes and the variable-rate promissory notes were determined to be extinguished given the contemporaneous nature of the amendments. The company performed a valuation of the fixed-rate promissory notes and variable-rate promissory notes before and after amendments. Under this model, the company calculated a gain on extinguishment of $ 82.9 million, representing the difference between the fair value of the new and amended promissory notes and the carrying value of the extinguished debt, net of any unamortized related-party notes discounts plus the cash proceeds from the new promissory note. Since the debt was obtained from entities under common control, such gain was recorded in additional paid-in capital , on the consolidated statement of stockholders’ deficit during the year ended December 31, 2022. Also, the difference between the face values of the new and amended promissory notes (and accrued interest on the date of the amendment) and the fair values of the new and restated promissory notes was recorded as a debt discount to be amortized to interest expense over the remaining term (or until conversion in the case of fixed-rate promissory notes) of the respective promissory notes. During the year ended December 31, 2022, we recorded amortization of related-party notes discounts totaling $ 16.3 million in interest expense , on the consolidated statement of operations. The fair values of the promissory notes without a holder conversion option were estimated using discounted cash flow analyses, based on market rates available to the company for similar debt at issuance after consideration of default and credit risk and the level of subordination. The fair values of the fixed-rate promissory notes, which were each modified to include a holder conversion option, were determined based on a binomial lattice convertible note model. The analysis involved the construction of various intermediate lattices: stock price tree, conversion value tree, conversion probability tree, and discount rate tree. Since certain of the factors analyzed are considered to be unobservable inputs, both the discounted cash flow model and the lattice model are considered to be Level 3 valuations. Significant unobservable inputs used for the discounted cash flow analysis included market yields from 18.0 % to 24.8 % and a risk-free rate of 4.1 %, and the significant unobservable inputs used for the binomial lattice model included a volatility of 84.9 %, a market yield of 17.4 % and a risk-free rate of 3.5 %. On December 12, 2022, the company received written notice from NantWorks, the holder of an existing convertible promissory note of NantCell, a wholly-owned subsidiary of the company, of its election to convert the NantCell promissory note into shares of the company’s common stock. As of such date, the holder of the NantCell note converted the entire $ 56.6 million of outstanding principal and accrued and unpaid interest due under the note into 9,986,920 shares of the company’s common stock at a price of $ 5.67 per share in accordance with the terms of the promissory note. 186 Table of Contents (2) September 11, 2023 Debt Modification On September 11, 2023, the company entered into a stock purchase agreement with Nant Capital, NantMobile and NCSC pursuant to which the holders exchanged promissory notes totaling approximately $ 270.0 million in aggregate principal amount and accrued and unpaid interest for an aggregate of 209,291,936 shares of common stock at an exchange price of $ 1.29 per share. As a result of the exchange, the company was forever released and discharged from all its obligations and liabilities under the notes. On September 11, 2023, the company and Nant Capital entered into a series of letter agreements pursuant to which the maturity date of the related-party nonconvertible notes described above totaling $ 505.0 million in principal was extended from December 31, 2023 to December 31, 2024. In addition, the company entered into the $ 200.0 million September 2023 promissory note with Nant Capital. No other material terms or conditions of these promissory notes were modified. Since all of the above promissory notes were entered into or amended at the same time on September 11, 2023 and with entities under common control, the company determined that the promissory notes were required to be evaluated collectively to accurately capture the economics of the transactions entered in contemplation of each other and contemporaneously. Pursuant to ASC 470-50, as the terms of the amendment were not substantially different than the terms of the promissory notes prior to the amendment, the amendment was accounted for as a debt modification. The unamortized debt discounts from the promissory notes are being amortized as an adjustment to interest expense over the remaining term of modified promissory notes that are not recorded at fair value using the effective interest rate method. Also, a $ 29.6 million increase in fair value of the embedded conversion feature from the debt modification was accounted for as a debt discount to the $ 200.0 million convertible note that is not recorded at fair value, and a $ 1.6 million increase in fair value of the embedded conversion feature related to the promissory note recorded at fair value was accounted for as interest expense during the year ended December 31, 2023. Such increase in fair values of the embedded conversion features totaling $ 31.2 million has been recorded with a corresponding increase in additional paid-in capital , on the consolidated statement of stockholders’ deficit. (3) December 29, 2023 Debt Extinguishment On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note and a letter amendment for the following outstanding promissory notes. Pursuant to the terms of the amended and restated promissory note, the amended $ 505.0 million December 2023 promissory note is comprised of a Tranche 1 with principal amount of $ 125.0 million which was previously the $ 125.0 million August 2022 promissory note before amendment, and a Tranche 2 with principal amount of $ 380.0 million, which is made up of the previous $ 300.0 million December 2021 promissory note, $ 50.0 million December 2022 promissory note and $ 30.0 million June 2023 promissory note. In addition, the amendment allows Nant Capital, in its sole discretion, to convert all the Tranche 2 principal amount of $ 380.0 million of the amended promissory note into shares of common stock. The conversion price was subsequently determined at $ 8.2690 per share based on the agreement. The maturity date of the amended promissory note is December 31, 2025. Pursuant to the terms of the letter amendment, the maturity date of the $ 30.0 million March 2023 promissory note was extended from December 31, 2024 to December 31, 2025. Also, in connection with the RIPA transaction, all outstanding related-party promissory notes became subordinated to the RIPA payment obligations. 187 Table of Contents The following table summarizes the Nant Capital promissory notes before the amendments on December 29, 2023 (principal amount in thousands): Principal Amount Maturity Date Conversion Price Interest Rate Related-Party Nonconvertible Note: $ 125 million August 2022 Promissory Note $ 125,000 12/31/2024 Term SOFR + 8.0 % Related-Party Convertible Notes: $ 300 million December 2021 Promissory Note $ 300,000 12/31/2024 Term SOFR + 8.0 % $ 50 million December 2022 Promissory Note 50,000 12/31/2024 Term SOFR + 8.0 % $ 30 million June 2023 Promissory Note 30,000 12/31/2024 Term SOFR + 8.0 % $ 30 million March 2023 Promissory Note 30,000 12/31/2024 $ 2.2800 Term SOFR + 8.0 % $ 200 million September 2023 Promissory Note 200,000 9/11/2026 $ 1.9350 Total related-party promissory notes before amendments $ 735,000 The following table summarizes the Nant Capital promissory notes after the amendments on December 29, 2023 (principal amount in thousands): Principal Amount Maturity Date Conversion Price Interest Rate Related-Party Nonconvertible Note: $ 505 million December 2023 Promissory Note – Tranche 1 $ 125,000 12/31/2025 Term SOFR + 8.0 % Related-Party Convertible Notes: $ 300 million December 2021 Promissory Note $ 300,000 $ 50 million December 2022 Promissory Note 50,000 $ 30 million June 2023 Promissory Note 30,000 $ 505 million December 2023 Promissory Note – Tranche 2 380,000 12/31/2025 $ 8.2690 Term SOFR + 7.5 % Total $ 505 million December 2023 Promissory Note 505,000 $ 30 million March 2023 Promissory Note 30,000 12/31/2025 $ 2.2800 Term SOFR + 8.0 % $ 200 million September 2023 Promissory Note 200,000 9/11/2026 $ 1.9350 Term SOFR + 8.0 % Total related-party promissory notes after amendments $ 735,000 188 Table of Contents Since all of the above outstanding promissory notes were amended at the same time, with entities under common control, the company determined that the promissory notes were required to be evaluated collectively to accurately capture the economics of the transactions entered in contemplation of each other and contemporaneously. Also, in accordance with ASC 470-50 the company used the debt terms that existed before the September 11, 2023 modification to determine whether the current modification is substantially different, as the September 11, 2023 modification was within a year of the current transaction, and the promissory notes, at that time, had been modified without being deemed to be substantially different. As the modifications (September 11, 2023 and December 29, 2023 on a cumulative basis) added a substantive conversion feature to the promissory notes, these promissory notes were determined to be extinguished given the contemporaneous nature of the amendments. The company performed a valuation of all the promissory notes before and after amendments. Under this model, the company calculated a loss on extinguishment of $ 318.8 million, representing the difference between the fair value of the amended promissory notes and the carrying value of the extinguished debt, net of any unamortized related-party notes discounts. Since the debt was obtained from entities under common control, such loss was recorded in additional paid-in capital. In addition, a debt premium totaling $ 354.9 million, calculated as the difference between the fair values of certain promissory notes after modifications and their respective face values, was also recorded in additional paid-in capital. Collectively, net gain on debt extinguishment of $ 36.1 million was recorded in additional paid-in capital, on the consolidated statement of stockholders’ deficit for the year ended December 31, 2023. Also, the difference between face values of certain new and amended promissory notes and their respective fair values of $ 53.1 million was recorded as a debt discount to be amortized as interest expense over the remaining term. During the year ended December 31, 2023, we recorded amortization of related-party notes discounts totaling $ 0.5 million in interest expense, on the consolidated statement of operations related to the new and amended promissory notes. In regard to the Tranche 2 principal amount of the $ 505.0 million December 2023 promissory note, the company identified an embedded derivative related to a contingent exercisable prepayment feature of the promissory note, which allows the noteholder to request up to a $ 50.0 million prepayment of the promissory note and accrued interest upon the occurrence of a specified transaction. After the debt extinguishment, the company concluded that this promissory note was issued at a substantial discount, so the embedded derivative that is contingent exercisable was required to be bifurcated and accounted separately from the debt host instrument. The fair value of the embedded derivative was estimated at $ 0.8 million as of December 31, 2023, using a with and without method, which assesses the likelihood and timing of the specified transaction to be triggered and result in a repayment. Significant unobservable inputs used for the valuation included a volatility of 118.0 %, a market yield of 23.2 % and a risk-free rate of 4.8 %. The fair value of Tranche 1 principal amount of the amended $ 505.0 million December 2023 promissory note, which had no noteholder conversion option, was estimated using discounted cash flow analyses, based on market rates available to the company for similar debt at issuance after consideration of default and credit risk and the level of subordination. The fair value of Tranche 2 of the amended promissory note, which was modified to include a noteholder conversion option, was determined based on a binomial lattice convertible note model. The analysis involved the construction of various intermediate lattices: stock price tree, conversion value tree, conversion probability tree, and discount rate tree. Since certain of the factors analyzed were considered to be unobservable inputs, both the discounted cash flow model and the lattice model are considered to be Level 3 valuations. Significant unobservable inputs used for the discounted cash flow analysis included a market yield of 23.2 % and the significant unobservable inputs used for the binomial lattice model included a volatility of 118.0 %, a market yield of 23.2 % and a risk-free rate of 4.4 %. The effective unamortized debt discount rate of the amended Tranche 1 and Tranche 2 principal amount of the $ 505.0 million December 2023 promissory note is 23.65 % and 18.04 %, respectively. The fair value of the $ 200.0 million September 2023 promissory note was determined using the binomial lattice model. Significant unobservable inputs used for the valuation included a volatility of 119.3 %, a market yield of 23.3 % and a risk-free rate of 5.2 %. 189 Table of Contents Prior to December 29, 2023, the $ 30.0 million March 2023 promissory note was accounted for under the ASC 825-10-15-4 FVO election. Under the FVO election, the note was initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value of the convertible note was computed using the binomial lattice model with the following observable assumptions before it was modified on December 29, 2023. After the debt extinguishment, the note is accounted for under the amortized cost basis. Expected market yield 23.5 % Expected volatility 138.0 % Risk-free rate 5.2 % The change in the carrying value of this note was as follows (in thousands): Fair value at issuance date, March 31, 2023 $ 29,850 Change in fair value 36,203 Gain on debt extinguishment with entities under common control ( 36,053 ) Carrying value, December 29, 2023 $ 30,000 The following table summarizes the interest expense for our related-party promissory notes during the year ended December 31, 2023 (in thousands): Year Ended December 31, 2023 Interest Expense Debt Discount Amortization $ 300 million December 2021 Promissory Note (1) $ 39,653 $ 27,967 $ 125 million August 2022 Promissory Note (1) 16,521 5,962 $ 50 million December 2022 Promissory Note (1) 6,609 478 $ 30 million March 2023 Promissory Note (1) 4,590 — $ 30 million June 2023 Promissory Note 2,096 258 $ 200 million September 2023 Promissory Note 8,185 2,586 Related-Party Fixed-Rate Promissory Notes 8,799 5,145 Total $ 86,453 $ 42,396 _______________ (1) Balances include the amortization of debt discount totaling $ 0.5 million recorded during the period from December 29, 2023 to December 31, 2023. The interest expense recorded during this period was $ 0.4 million. The following table summarizes the estimated future contractual obligations for our related-party debt as of December 31, 2023 (in thousands): Principal Payments Interest Payments (1) Convertible Notes Nonconvertible Notes Convertible Notes Nonconvertible Notes Total 2024 $ — $ — $ 79,778 $ 16,708 $ 96,486 2025 410,000 125,000 79,556 16,663 631,219 2026 200,000 — 18,590 — 218,590 Total $ 610,000 $ 125,000 $ 177,924 $ 33,371 $ 946,295 _______________ (1) Interest payments on our promissory notes are calculated based on Term SOFR plus the contractual spread per the loan agreements. The weighted-average interest rate on our promissory notes as of December 31, 2023 was 13.09 %. 190 Table of Contents 11. Related-Party Agreements We conduct business with several affiliates under written agreements and informal arrangements. Below is a summary of outstanding balances and a description of significant relationships (in thousands): As of December 31, 2023 2022 Due from related party–NantBio $ 1,294 $ 1,294 Due from related party–NantWorks 541 — Due from related party–Brink 62 271 Due from related parties–Various 122 325 Total due from related parties $ 2,019 $ 1,890 Due to related party–NantBio $ 943 $ 943 Due to related party–Duley Road 136 1,431 Due to related party–the Clinic 57 109 Due to related party–NantWorks — 986 Total due to related parties $ 1,136 $ 3,469 Our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder founded and has a controlling interest in NantWorks, which is a collection of companies in the healthcare and technology space. As described below, we have entered into arrangements with NantWorks, and certain affiliates of NantWorks. Affiliates of NantWorks are also affiliates of the company due to the common control by and/or common ownership interest of our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder. NantWorks, LLC Shared Services Agreement Under the amended and restated shared services agreement dated as of June 2016, but effective as of August 2015, NantWorks, a related party, provides corporate, general and administrative, certain research and development, and other support services. We are charged for these services at cost plus reasonable allocations of employee benefits, facilities and other direct or fairly allocated indirect costs that relate to the employees providing the services. During the years ended December 31, 2023, 2022 and 2021, we recorded $ 3.3 million, $ 3.8 million, and $ 4.4 million, respectively, in selling, general and administrative expense , and $ 2.2 million, $ 0.9 million, and $ 0.4 million, respectively, of expense reimbursements under this arrangement in research and development expense , on the consolidated statements of operations. These amounts exclude certain general and administrative expenses provided by third-party vendors directly for our benefit, which were reimbursed to NantWorks based on those vendors’ invoiced amounts without markup by NantWorks. As of December 31, 2023 and 2022, we had a receivable of $ 0.5 million and a payable of $ 1.0 million, respectively, for all agreements with NantWorks, which are included in due from/due to related parties, on the consolidated balance sheets. We also recorded $ 1.0 million and $ 2.0 million of prepaid expenses for services that have been passed through to the company from NantWorks as of December 31, 2023 and 2022, respectively, which are included in prepaid expenses and other current assets , on the consolidated balance sheets. Facility License Agreement In 2015, we entered into a facility license agreement with NantWorks for approximately 9,500 rentable square feet of office space in Culver City, California, which was converted to a research and development laboratory and a cGMP manufacturing facility. In 2020, we amended this agreement to extend the term of this license agreement through December 31, 2021. Commencing January 1, 2022, the license fee increased by 3 % to approximately $ 56,120 per month. 191 Table of Contents On May 6, 2022, we amended our facility license agreement with NantWorks 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 was approximately $ 273,700 per month and was 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. During the years ended December 31, 2023, 2022 and 2021, we recorded license fee expense for this facility totaling $ 3.4 million, $ 2.4 million, and $ 0.7 million, respectively, in research and development expense , on the consolidated statements of operations. Immuno-Oncology Clinic, Inc. We have entered into multiple agreements with t he Clinic to conduct clinical trials related to certain of our product candidates. The Clinic is a related party as it is owned by an officer of the company and NantWorks manages the administrative operations of the Clinic. In 2021, we completed a review of alternative structures that could support our more complex clinical trial requirements and made a decision to explore a potential transition of clinical trials at the Clinic to a new structure (including contracting with a new, non-affiliated professional corporation) to be determined and agreed upon by all parties. Based on this decision to explore a potential transition, we determined that it was more likely than not that a previously recorded prepaid asset would not result in the collection of fees for services performed by the Clinic as contemplated in the original agreements. As a result, during the year ended December 31, 2021, we wrote down the remaining value of our prepaid asset and recorded approximately $ 4.4 million in research and development expense , on the consolidated statement of operations. While we have not yet finalized the potential transition, we continue discussions with potential partners around such alternative structures. During the years ended December 31, 2023, 2022 and 2021, we recorded $ 2.2 million, $ 2.4 million, and $ 1.6 million, respectively, in research and development expense , on the consolidated statements of operations related to clinical trial and transition services provided by the Clinic. As of December 31, 2023 and 2022, we owed the Clinic $ 0.1 million, which are included in due to related parties , on the consolidated balance sheets. Brink Biologics, Inc. In 2015, we entered into an agreement with Brink whereby we granted Brink worldwide exclusive licenses for the use of certain cell lines and intellectual property in non-clinical laboratory testing. Brink is a related party as our Executive Chairman, Global Chief Scientific and Medical Officer and principal stockholder, and our Chief Corporate Affairs Officer and member of our Board of Directors, collectively own more than 50% of Brink’s outstanding shares. During the years ended December 31, 2023 and 2022, we recognized revenue of an immaterial amount, respectively, and $ 0.4 million during the year ended December 31, 2021 related to this license. NantBio, Inc. In August 2018, we entered into a supply agreement with NCSC, a 100% owned subsidiary of NantBio. Under this agreement, we agreed to supply VivaBioCell’s proprietary GMP-in-a-Box bioreactors and related consumables, made according to specifications mutually agreed to with both companies. The agreement had an initial term of five years and renews automatically for successive one-year terms unless terminated by either party in the event of material default upon prior written notice of such default and the failure of the defaulting party to remedy the default within 30 days of the delivery of such notice, or upon 90 days’ prior written notice by NCSC. During the years ended December 31, 2023 and 2022 , we recognized no revenue, respectively, and $ 0.3 million of revenue during the year ended December 31, 2021. As of December 31, 2023 and 2022, we recorded $ 0.1 million of deferred revenue for bioreactors that were delivered but not installed in accrued expenses and other liabilities , on the consolidated balance sheets. As of December 31, 2023 and 2022, we recorded $ 0.9 million, respectively, in due to related parties, on the consolidated balance sheets related to this agreement. 192 Table of Contents In 2018, we entered into a shared service agreement pursuant to which we are charged for services at cost, without mark-up or profit by NantBio, but including reasonable allocations of employee benefits related to the employees providing the services. In April 2019, we agreed with NantBio to transfer certain NantBio employees and associated research and development projects to the company. After the transfer, we settled certain employee bonuses and benefits that were accrued by NantBio for 2018. As of December 31, 2023 and 2022, we recorded a receivable from NantBio of $ 1.3 million in due from related parties on the consolidated balance sheets for amounts we paid on behalf of NantBio during the year ended December 31, 2019. 605 Doug St, LLC In 2016, we entered into a lease agreement with 605 Doug St, LLC, an entity owned by our Executive Chairman and Global Chief Scientific and Medical Officer, for approximately 24,250 rentable square feet in El Segundo, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. The lease term was from July 2016 through July 2023. In June 2023, we exercised the option to extend the lease for one additional three-year term through July 2026. The base rent is approximately $ 72,385 per month, with annual increases of 3 % that began in July 2017. During the years ended December 31, 2023, 2022 and 2021, we recorded lease expense for this facility of $ 0.9 million, respectively, in research and development expense , on the consolidated statements of operations. Duley Road, LLC In 2017, we entered into a lease agreement with Duley Road, a related party that is indirectly controlled by our Executive Chairman and Global Chief Scientific and Medical Officer, for approximately 11,980 rentable square feet of office and cGMP manufacturing facility space in El Segundo, California. The lease term is from February 2017 through October 2024. We have the option to extend the initial term for two consecutive five-year periods through October 2034. The base rent is approximately $ 40,700 per month, with annual increases of 3 % that began in November 2018. Effective October 3, 2023, we exercised the first option to extend the lease for one additional five-year term through October 31, 2029. Effective in 2019, we entered into two lease agreements with Duley Road for a second building located in El Segundo, California. The first lease is for the first floor of the building with approximately 5,650 rentable square feet. The lease has a seven-year term that commenced in September 2019. The second lease is for the second floor of the building with approximately 6,488 rentable square feet. The lease has a seven-year term that commenced in July 2019. Both floors of the building are used for research and development and office space. We have options to extend the initial terms of both leases for two consecutive five-year periods through 2036. The base rent for the two leases is approximately $ 35,800 per month, with annual increases of 3 % per year. During the years ended December 31, 2023, 2022 and 2021, we recorded rent expense for these leases totaling $ 0.9 million, $ 0.8 million, and $ 1.0 million, respectively, in research and development expense , on the consolidated statements of operations. As of December 31, 2023 and 2022, we recorded $ 0.1 million and $ 1.4 million of lease-related payables to Duley Road, respectively, in due to related parties , on the consolidated balance sheets. 605 Nash, LLC In February 2021 , but effective on January 1, 2021 , we entered into a lease agreement with 605 Nash, a related party, whereby we leased approximately 6,883 rentable square feet (the Initial Premises) in a two story mixed use building containing approximately 64,643 rentable square feet at 605-607 Nash Street in El Segundo, California. This facility is used primarily for pharmaceutical development and manufacturing purposes. The lease term commenced in January 2021 and expires in December 2027 , and includes an option to extend the lease for one three-year term through December 2030 . The base rent is approximately $ 20,300 per month with an annual increase of 3 % on January 1 of each year during the initial term, and if applicable, during the option term. In addition, under the agreement, we are required to pay our share of estimated property taxes and operating expenses. 193 Table of Contents In May 2021, but effective on April 1, 2021, we entered into an amendment to our Initial Premises lease with 605 Nash. The amendment expanded the leased square feet by approximately 57,760 rentable square feet (the Expansion Premises). The lease term of the Expansion Premises commenced in April 2021 and expires in March 2028, whereby the company has one option to extend the initial term for three years . Per the terms of the amendment, the term of the Initial Premises lease was extended for an additional three months and now expires on March 31, 2028. Base rent for the Expansion Premises is approximately $ 170,400 per month with annual increases of 3 % on April 1 of each year. We are responsible for the build out of the facility space and associated costs. We have included the options to extend the lease term of both the Initial and Expansion Premises for three years as part of the initial term of the leases as it is reasonably certain that we will exercise the options, which implies expiration of both leases in December 2030. During the years ended December 31, 2023, 2022, and 2021, we recorded rent expense for the Initial and Expansion Premises leases totaling $ 2.2 million, respectively, i n research and development expense, on the consolidated statements of operations. The terms of initial and amended leases provided for tenant improvement allowances totaling $ 2.9 million for costs and expenses related to improvements made by us to the Initial and Expansion Premises, which were received from the landlord during the year ended December 31, 2023. 557 Doug St, LLC On September 27, 2021, we entered into a Membership Interest Purchase Agreement with Nant Capital (the Purchase Agreement). Nant Capital is a related party controlled by Dr. Soon-Shiong. The Purchase Agreement transferred all outstanding membership interests in 557 Doug St, LLC from the company to Nant Capital. The only asset owned by 557 Doug St, LLC is the improved property located at 557 South Douglas Street, El Segundo, California with a building area of approximately 36,434 rentable square feet (the Douglas Property). The purchase price under the purchase agreement was $ 22.0 million, and after the offset prorated property taxes of $ 0.1 million, the net proceeds from the sale were $ 21.9 million. An independent appraisal of the Douglas Property assigned the Douglas Property a value of $ 22.0 million. The net carrying value of the property was $ 20.5 million as of the closing date. We accounted for the transfer as a sale of an asset to an entity under common control, recorded the transfer at book value and recognized the excess of net consideration over carrying book value of $ 1.4 million as a capital contribution received from Nant Capital in additional paid-in capital , on the consolidated statement of stockholders’ deficit during the year ended December 31, 2022. In September 2021, we entered into a lease agreement with Nant Capital under which we leased back 557 South Douglas Street for an initial lease term of seven years , which commenced on September 27, 2021. The monthly base rent under the lease was approximately $ 81,976 per month with an annual increase of 3 % on October 1 of each year beginning in 2022 during the initial term. For the first two years under the lease, we would not be charged rent; we would begin paying rent on October 1, 2023 at the current monthly base rent. We prepaid the first month rent and security deposit totaling $ 0.2 million upon the execution of the lease. The lease was classified as an operating lease. During the year ended December 31, 2021, we recorded $ 0.3 million of rent expense for the lease, in research and development expense , on the consolidated statement of operations. Effective May 31, 2022, we executed a lease termination agreement with Nant Capital under which we received a full refund of the first month’s rent and security deposit totaling $ 0.2 million that we paid upon execution of the lease. Prior to the termination of the lease, we recorded rent expense of $ 0.4 million during the year ended December 31, 2022 in research and development expense , on the consolidated statement of operations. During the year ended December 31, 2022, we recognized a gain of $ 0.6 million on the disposal of this lease in other expense, net , on the consolidated statement of operations. 420 Nash, LLC On September 27, 2021, we entered into a lease agreement with 420 Nash, LLC, a related party, whereby we leased an approximately 19,125 rentable square foot property located at 420 Nash Street, El Segundo, California, to be used primarily for the warehousing and storage of drug manufacturing supplies, products and equipment and ancillary office space. 194 Table of Contents Under the terms of the lease agreement, the lease term began on October 1, 2021 and expires on September 30, 2026. The base rent is approximately $ 38,250 per month with an annual increase of 3 % on October 1 of each year beginning in 2022 during the initial term. 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. We received a rent abatement for the first month of the lease, and a one-time improvement allowance of $ 15,000 from the landlord that was credited against base rent obligations for the second month of the lease. The company has options to extend the lease term for two additional consecutive periods of five years each. At the beginning of each 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. We have included the first option to extend the lease term for five years as part of the initial term of the lease as it is reasonably certain that we will exercise the option, which implies lease expiration in September 2031. During the years ended December 31, 2023 and 2022, we recorded rent expense for this lease totaling $ 0.5 million, respectively, and $ 0.1 million during the year ended December 31, 2021 in research and development expense , on the consolidated statements of operations. 23 Alaska, LLC 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 began on May 1, 2022 and was to expire on April 30, 2027. The base rent was 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 were also required to pay $ 7,600 per month for parking during the initial term. The company was responsible for the payment of real property taxes, repairs and maintenance, improvements, insurance, and operating expenses during the term of the lease. The company was responsible for the costs associated with the build-out of the premises and was to receive a one-time tenant improvement allowance of approximately $ 0.9 million from the landlord. As of December 31, 2022, we re-evaluated plans for the future development of the facility and deemed it unlikely to claim any of the allowance during the reimbursement time frame. As such, during the year ended December 31, 2022 we wrote off the entire allowance receivable of $ 0.9 million. Effective August 31, 2023, we executed a lease termination agreement with the lessor under which we received a full refund of the security deposit totaling $ 0.1 million that we paid upon execution of the lease. During the years ended December 31, 2023 and 2022, we recorded $ 1.2 million of rent expense for this lease, respectively, in research and development expense , on the consolidated statements of operations. During the year ended December 31, 2023, we recognized a gain of $ 0.6 million on the disposal of this lease in research and development expense , on the consolidated statement of operations. 12. Warrant Liabilities December 2022 Warrants On December 12, 2022, in connection with the sale of 9,090,909 shares of our common stock to an institutional investor, we entered into a warrant agreement that allows such investor to purchase up to 9,090,909 shares at an exercise price of $ 6.60 per share. We classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model. The fair value of the warrants was estimated at $ 35.1 million at the issuance date. Of the placement agent fees and other offering costs totaling $ 3.0 million, $ 1.1 million was allocated to the warrants and recorded in other expense, net , on the consolidated statement of operations on the date of the transaction. As of December 31, 2023 and 2022, all 9,090,909 underlying warrants were outstanding. As of December 31, 2023 and 2022, the estimated fair value of the warrants were $ 17.1 million and $ 21.6 million, respectively . During the year ended December 31, 2023, a decrease in fair value of $ 4.5 million was recorded in other expense, net , on the consolidated statement of operations. 195 Table of Contents February 2023 Warrants On February 15, 2023, in connection with the sale of 14,072,615 shares of our common stock to certain institutional investors, we entered into a warrant agreement that allows such investors to purchase up to 14,072,615 shares at an exercise price of $ 4.2636 per share. We classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model. The fair value of warrants was estimated at $ 23.7 million at the issuance date. Of the placement agent fees and other offering costs totaling $ 3.0 million, $ 1.0 million was allocated to the warrants and recorded in other expense, net , on the consolidated statement of operations on the date of the transaction . On July 25, 2023, the company amended the terms of the warrant, reducing the exercise price of the warrants from $ 4.2636 per share to $ 3.2946 per share and extending the expiration date of the warrants until July 24, 2026. Since the warrants were classified as liabilities and measured at fair value, we recognized the change of $ 7.3 million in fair value of warrant liability in earnings due to the warrant modification. As of December 31, 2023, all 14,072,615 underlying warrants were outstanding, with an estimated fair value of $ 50.0 million. During the year ended December 31, 2023, an increase in fair value of $ 26.3 million was recorded in other expense, net , on the consolidated statement of operations. July 2023 Warrants On July 20, 2023, in connection with the sale of 14,569,296 shares of our common stock to certain institutional investors, we entered into a warrant agreement that allows such investors to purchase up to 14,569,296 shares at an exercise price of $ 3.2946 per share. We classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model. The fair value of warrants was estimated at $ 25.8 million at the issuance date. Of the placement agent fees and other offering costs totaling $ 2.5 million, $ 1.0 million was allocated to the warrants and recorded in other expense, net , on the consolidated statement of operations on the date of the transaction . As of December 31, 2023, all 14,569,296 underlying warrants were outstanding, with an estimated fair value of $ 51.7 million. During the year ended December 31, 2023, an increase in fair value of $ 25.9 million was recorded in other expense, net , on the consolidated statement of operations. 13. Stockholders’ Deficit Stock Authorized for Issuance As of December 31, 2023, the company was authorized to issue up to 1,350,000,000 shares of its common stock, par value $ 0.0001 per share, and 20,000,000 shares of our preferred stock, par value $ 0.0001 per share. As of December 31, 2023, there were 670,867,344 shares of our common stock outstanding (excluding 163,800 shares held by a majority owned subsidiary of the company that are treated as treasury shares for accounting purposes). Effective October 18, 2023, we amended and restated our Amended and Restated Certificate of Incorporation to increase the number of shares that the company is authorized to issue from 900,000,000 shares of common stock, $ 0.0001 par value per share, to 1,350,000,000 shares of common stock, $ 0.0001 par value per share. The number of shares of preferred stock, $ 0.0001 par value per share, that the company is authorized to issue remained unchanged at 20,000,000 shares. 196 Table of Contents Common Stock Issued in Connection with the Merger Under the terms of the Merger Agreement, at the Effective Time of the Merger, each share of NantCell common stock , par value $ 0.001 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as set forth in the Merger Agreement, was converted automatically into a right to receive 0.8190 newly issued shares of common stock , par value $ 0.0001 per share, resulting in the issuance of approximately 273.7 million shares of Company Common Stock. From and after the Effective Time, all of such NantCell shares ceased to be outstanding, were canceled and ceased to exist. At the Effective Time, each share of our common stock issued and outstanding immediately prior to the Effective Time, remained an issued and outstanding share of the combined company. Since the Merger was accounted for as a transaction between entities under common control, the outstanding shares presented on the consolidated financial statements assume that NantCell outstanding common stock was converted into shares of Company Common Stock during the period ended December 31, 2021, and in connection with the conversion, those shares of common stock were recorded at the company’s par value of $ 0.0001 per share. Stock Repurchases 2015 Share Repurchase Program In 2015, the Board of Directors approved the 2015 Share Repurchase Program, which allows our CEO or CFO, to repurchase on behalf of the company, from time to time in the open market or in privately negotiated transactions, up to $ 50.0 million of our outstanding shares of common stock, exclusive of any commissions, markups, or expenses. The timing and amounts of any purchases were and will continue to be based on market conditions and other factors, including price, regulatory requirements, and other corporate considerations. The 2015 Share Repurchase Program does not require the purchase of any minimum number of shares and may be suspended, modified, or discontinued at any time without prior notice. We have financed, and expect to continue to finance, the purchases with existing cash balances. Shares repurchased under this program are formally retired through approval of the Board of Directors upon repurchase. During the years ended December 31, 2023, 2022 and 2021, no shares of our common stock were repurchased under the program. Since the plan’s inception, we have repurchased a total of 6,403,489 shares at a total cost of $ 31.7 million. As of December 31, 2023, $ 18.3 million remained authorized to use for share repurchases under the program. Shelf Registration Statement During February 2023, we filed a $ 750.0 million shelf registration statement with the SEC on Form S-3 for the offering and sale of equity and equity-linked securities, including common stock, preferred stock, debt securities, depositary shares, warrants to purchase common stock, preferred stock or debt securities, subscription rights, purchase contracts, and units. During the year ended December 31, 2023, we sold shares of our common stock and warrants valued at $ 184.4 million under the shelf. As of December 31, 2023, we had $ 565.6 million available for use under the shelf. This available shelf is in addition to the Open Market Sale Agreement described below. Open Market Sale Agreement In April 2021, we entered into the ATM under which we may offer and sell, from time to time at our sole discretion, shares of our common stock through our sales agent. We pay our sales agent a commission of up to 3.0 % of the gross sales proceeds of any shares of our common stock sold through them under the ATM, and also have provided them with customary indemnification and contribution rights. During the years ended December 31, 2023, 2022 and 2021, we received net proceeds of approximately $ 16.1 million, $ 13.1 million, and $ 164.5 million, respectively, from the issuance of shares under the ATM. As of December 31, 2023, we had $ 208.8 million available for future issuances under the ATM. 197 Table of Contents We are not obligated to sell any shares and may at any time suspend solicitation and offers under the Sale Agreement. The Sale Agreement may be terminated by us at any time given written notice to the sales agent for any reason or by the sales agent at any time by giving written notice to us for any reason or immediately under certain circumstances and shall automatically terminate upon the issuance and sale of all of the shares. Registered Direct Offerings 2023 Offerings February 2023 On February 15, 2023, we entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 14,072,615 shares of our common stock, as well as warrants that allow such investors to purchase an additional 14,072,615 shares of common stock at an exercise price of $ 4.2636 per share, for a purchase price of $ 3.5530 per share and accompanying warrant. This transaction generated net proceeds of approximately $ 47.0 million, after deducting placement agent fees and other offering costs of $ 3.0 million, of which $ 2.0 million was allocated to the sale of our common stock and recorded in additional paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2023. The warrants became immediately exercisable on February 17, 2023. On July 25, 2023, pursuant to the terms of a letter amendment, the company and the investors agreed to reduce the exercise price of the outstanding February 2023 Warrants from $ 4.2636 per share to $ 3.2946 per share and extend the expiration date of the warrants to July 24, 2026. See Note 12 , Warrant Liabilities, for more information. July 2023 On July 20, 2023, we entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 14,569,296 shares of our common stock, as well as warrants that allow such investors to purchase an additional 14,569,296 shares of common stock at an exercise price of $ 3.2946 per share, for a purchase price of $ 2.7455 per share and accompanying warrant. This transaction generated net proceeds of approximately $ 37.5 million, after deducting placement agent fees and other estimated offering costs of $ 2.5 million, of which $ 12.7 million was allocated to the sale of our common stock and recorded in additional paid-in capital , on the consolidated statement of stockholders’ deficit during the year ended December 31, 2023. The warrants became immediately exercisable on July 25, 2023 and expire on July 24, 2026. 2022 Offering On December 12, 2022, we entered into a securities purchase agreement with an institutional investor for the sale of 9,090,909 shares of our common stock, as well as warrants that allow such investor to purchase an additional 9,090,909 shares of common stock at an exercise price of $ 6.60 per share, for a purchase price of $ 5.50 per share and accompanying warrant. This transaction generated net proceeds of approximately $ 47.0 million, after deducting placement agent fees and other offering costs of $ 3.0 million, of which $ 1.9 million was allocated to the sale of our common stock and recorded in additional-paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2022. Stock Purchase and Option Agreement On December 29, 2023 and in connection with the RIPA, we entered into an SPOA with Oberland pursuant to which we sold an aggregate of approximately $ 10.0 million of our common stock at $ 4.1103 per share in a private placement, which resulted in the issuance of 2,432,894 shares of common stock. We received net proceeds of approximately $ 9.5 million, after deducting offering costs of $ 0.5 million, which were allocated to the sale of our common stock and recorded in additional-paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2023. Oberland also has an option to purchase up to an additional $ 10.0 million of our common stock, at a price per share to be determined by reference to the 30-day trailing volume weighted-average price of our common stock, calculated from the date of exercise. The option is exercisable by Oberland any time after the closing of the SPOA, until the earliest of 198 Table of Contents (i) December 29, 2028, (ii) a change of control of the company, or (iii) a sale of substantially all of the company’s assets. Among other limitations, the option may only be exercised to the extent that the common stock issuable pursuant to such exercise would not exceed 19.9 % of the common stock outstanding immediately after giving effect to such exercise. We have agreed to file a shelf registration statement allowing for the resale of the common stock acquired under the SPOA and to cause the registration statement to be effective no later than May 15, 2024, or if the SEC decides to review such registration statement, no later than June 30, 2024. Conversion of Promissory Notes into Common Stock On September 11, 2023, the company entered into a stock purchase agreement with Nant Capital, NantMobile and NCSC pursuant to which the related-party purchasers exchanged all such fixed-rate promissory notes, representing approximately $ 270.0 million in aggregate principal amount and accrued and unpaid interest, in exchange for an aggregate of 209,291,936 shares of common stock at an exchange price of $ 1.29 per share. On December 12, 2022, the company received written notice from NantWorks, the holder of the existing note, of its election to convert the entire outstanding principal and accrued interest under the existing note into shares of the company’s common stock. As of such date, the entire outstanding principal amount and accrued and unpaid interest due under the existing note of approximately $ 56.6 million and an unamortized debt discount of $ 4.7 million were converted into 9,986,920 shares of the company’s common stock at a price of $ 5.67 per share in accordance with the terms of the Existing Note. We recorded a net increase of $ 51.9 million in additional paid-in capital, on the consolidated balance sheet related to this transaction. 14. Stock-Based Compensation 2015 Equity Incentive Plan In 2015, the Board of Directors adopted, and our stockholders approved, the 2015 Plan. The 2015 Plan, as amended, permits the grant of incentive stock options to the company’s employees, and the grant of non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to the company’s employees, directors, and consultants. In addition, the number of shares reserved for future grant under the 2015 Plan include shares subject to stock options granted under the 2014 Plan that expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2014 Plan that are forfeited to or repurchased by us (provided that the maximum number of shares that may be added to the 2015 Plan pursuant to this provision is approximately 346,840 shares as of December 31, 2023). Pursuant to the Merger, we assumed 7,121,110 RSUs (adjusted for the Exchange Ratio) issued under the NC 2015 Plan. As of December 31, 2023, the 2015 Plan is the only equity plan available for grant of equity awards to employees, directors, and consultants of the company. As of December 31, 2023, approximately 13.1 million shares were available for future grants under the 2015 Plan. Stock-Based Compensation The following table presents stock-based compensation included on the consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 2021 Stock-based compensation expense: Stock options $ 13,884 $ 13,280 $ 11,623 RSUs 35,279 26,899 45,558 $ 49,163 $ 40,179 $ 57,181 Stock-based compensation expense in operating expenses: Research and development $ 17,341 $ 11,669 $ 18,819 Selling, general and administrative 31,822 28,510 38,362 $ 49,163 $ 40,179 $ 57,181 199 Table of Contents Stock Options The following table summarizes stock option activity and related information for the year ended December 31, 2023: Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding as of December 31, 2022 9,262,926 $ 9.87 $ 4,848 7.2 Granted 949,578 $ 2.99 Exercised ( 184,362 ) $ 1.59 Expired/forfeited ( 207,707 ) $ 5.53 Outstanding as of December 31, 2023 9,820,435 $ 9.46 $ 6,046 6.6 Vested and exercisable as of December 31, 2023 5,867,252 $ 11.54 $ 4,118 5.4 As of December 31, 2023, the unrecognized compensation cost related to outstanding stock options was $ 8.4 million, which is expected to be recognized over a remaining weighted-average period of 1.0 years. During the year ended December 31, 2023, the total intrinsic value of stock options exercised was $ 0.3 million. During the years ended December 31, 2023, 2022 and 2021, cash proceeds received from stock option exercises were $ 0.3 million, $ 0.1 million, and $ 5.4 million, respectively. As of December 31, 2022, a total of 3,445,499 vested and exercisable stock options were outstanding. The fair value of stock options issued was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2023 2022 2021 Expected term 5.50 years 5.69 years 5.90 years Risk-free interest rate 4.0 % 2.6 % 0.7 % Expected volatility 116.2 % 101.8 % 101.0 % Dividend yield — % — % — % Weighted-average grant date fair value $ 2.53 $ 4.20 $ 16.80 The expected term was estimated using the average of the contractual term and the weighted-average vesting term of the options. The risk-free interest rate was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The expected volatility was estimated based on the historical volatility of our common stock. The assumed dividend yield was based on our expectation of not paying dividends for the foreseeable future. 200 Table of Contents Restricted Stock Units The following table summarizes RSU activity during the year ended December 31, 2023: Number of Units Weighted- Average Grant Date Fair Value Nonvested balance as of December 31, 2022 6,551,388 $ 18.27 Granted 6,407,432 $ 1.72 Vested ( 4,545,644 ) $ 7.33 Forfeited/canceled ( 909,197 ) $ 7.99 Nonvested balance as of December 31, 2023 7,503,979 $ 12.01 As of December 31, 2023, there was $ 38.2 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.2 years. During the year ended December 31, 2023, the total intrinsic value of RSUs vested was $ 11.1 million. Effective as of August 25, 2023, the Compensation Committee of the Board of Directors granted 5,727,159 RSUs to eligible employees of the company, with the intention of retaining such employees (the “retention award”). The retention award vests according to the following schedule: ½ (one-half) was to vest and vested on September 1, 2023 and ½ (one-half) will vest on January 31, 2024, subject to the recipients continuing to be a “service provider” (as defined in the 2015 Plan) through each applicable vesting date. With respect to RSUs granted, compensation cost was measured using the grant date fair value of $ 1.65 per share, the closing price of the company’s common stock on August 25, 2023. RSUs awarded to employees and consultants of affiliated companies are accounted for as stock-based compensation in accordance with FASB ASU 2018-07, Compensation—Stock Compensation (Topic 718) , as the compensation was in exchange for continued support or services expected to be provided to the company over the vesting periods under the NantWorks shared services agreement discussed in Note 11 , Related-Party Agreements . We have evaluated the associated benefit of these awards to the affiliated companies under common control and determined that the benefit is limited to the retention of their employees. We estimated such benefit at the grant date fair value of $ 4.0 million. During the years ended December 31, 2023 and 2022, we recorded $ 0.4 million, respectively, and $ 0.9 million of deemed dividends during the year ended December 31, 2021 in additional paid-in capital, on the consolidated balance sheets, with a corresponding credit to stock-based compensation expense. Related-Party Warrants In connection with the Merger, warrants issued to NantWorks, a related party, in connection with NantCell’s acquisition of Altor were assumed by the company. After applying the Exchange Ratio at the Effective Time of the Merger, a total of 1,638,000 warrants with an exercise price of $ 3.24 per share were outstanding as of December 31, 2023. The fair value of $ 18.0 million assigned to the warrants will be recognized in equity upon achievement of a performance-based vesting condition pertaining to building manufacturing capacity to support supply requirements for one of our product candidates. 201 Table of Contents 15. Income Taxes We are subject to U.S. federal income tax, as well as income tax in Italy, South Korea, California, and other states. From inception through December 31, 2023, we have not been required to pay U.S. federal and state income taxes because of current and accumulated NOLs. Our federal returns for tax years 2020 through 2022 remain open to examination, and our state returns remain subject to examination for tax years 2019 through 2022. The Italian and South Korean returns for tax years 2018 through 2022 remain open to examination. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the IRS or other respective tax authorities. No income tax returns are currently under examination by taxing authorities. There are no cumulative earnings in our Italian and South Korean subsidiaries as of December 31, 2023 that would be subject to U.S. income tax or foreign withholding tax. We plan to indefinitely reinvest any future earnings of our foreign subsidiaries. On March 9, 2021, the company completed the Merger with NantCell. The Merger is accounted for as a transaction between entities under common control, and is considered a nontaxable transaction for U.S. income tax purposes, as it is intended to qualify as a “reorganization” (within the meaning of Section 368(a) of the Code). Our loss before income taxes is as follows (in thousands): Year Ended December 31, 2023 2022 2021 U.S. loss before income taxes $ ( 581,136 ) $ ( 413,653 ) $ ( 347,226 ) Foreign loss before income taxes ( 2,756 ) ( 3,633 ) ( 2,613 ) Loss before income taxes $ ( 583,892 ) $ ( 417,286 ) $ ( 349,839 ) Income tax benefit (expense) consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ — $ — $ — State 26 ( 38 ) ( 9 ) Foreign — — — Total current 26 ( 38 ) ( 9 ) Deferred: Federal 5 2 — State 9 2 — Foreign — — — Total deferred 14 4 — Total income tax benefit (expense) $ 40 $ ( 34 ) $ ( 9 ) 202 Table of Contents The components that comprise our net deferred tax liabilities consist of the following (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 420,782 $ 362,360 Section 174 R&E capitalization 87,721 50,571 Research and development credits 56,610 40,954 Interest expense 39,859 19,974 Stock-based compensation 22,554 20,927 Capital loss 16,192 — Operating lease liabilities 11,605 12,986 Valuation discount 9,095 — Investments 7,544 5,886 Amortization 3,715 3,969 Accrued compensation 3,262 3,398 Other accrued liabilities 2,944 1,640 Other 839 698 Total deferred tax assets 682,722 523,363 Deferred tax liabilities: Debt discount ( 23,365 ) ( 16,527 ) Operating lease right-of-use assets ( 9,380 ) ( 11,747 ) Depreciation ( 1,533 ) ( 3,300 ) Indefinite-lived intangible assets ( 148 ) ( 192 ) Total deferred tax liabilities ( 34,426 ) ( 31,766 ) Net deferred tax assets 648,296 491,597 Valuation allowance ( 648,444 ) ( 491,755 ) Net deferred tax liabilities $ ( 148 ) $ ( 158 ) As of December 31, 2023, we have federal NOLs of $ 1.6 billion, state NOLs of $ 2.0 billion, and foreign NOLs of $ 14.3 million. Of the $ 1.6 billion in federal NOLs, $ 1.2 billion do not expire and will be able to be used to offset 80% of taxable income in future years. Of the $ 2.0 billion in state NOLs, $ 50.7 million do not expire and will be able to be used to offset 80% of taxable income in future years. The remaining federal NOL carryforwards expire beginning in 2024, the remaining state NOL carryforwards expire beginning in 2024, the South Korean NOL carryforwards expire beginning in 2024, and the Italian NOLs do not expire. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some or all of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of economic conditions, we recorded a valuation allowance of $ 648.4 million and $ 491.8 million as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, the valuation allowance increased by $ 156.6 million and $ 116.6 million, respectively, which was mainly driven by losses from which we cannot benefit. The portion of the valuation allowance for deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital is $ 0.2 million. 203 Table of Contents A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2023 2022 2021 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 6.8 % 9.5 % 7.0 % Change in fair value of warrants ( 1.8 ) % 0.5 % — % Change in fair value of convertible notes ( 1.3 ) % — % — % Investment loss 2.1 % — % — % Other permanent items — % ( 0.1 ) % ( 0.1 ) % Tax rate adjustment 1.4 % ( 0.4 ) % 1.5 % Research and development credits 3.1 % 3.6 % 3.7 % Stock-based compensation ( 1.0 ) % ( 0.5 ) % 0.5 % Section 162(m) limitation ( 0.4 ) % ( 2.1 ) % — % Other 0.3 % 1.5 % ( 0.9 ) % Valuation allowance ( 30.2 ) % ( 33.0 ) % ( 32.7 ) % Effective income tax rate — % — % — % Pursuant to Sections 382 and 383 of the Code, annual use of our net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. We have not recognized the deferred tax assets for federal and state NOLs and credits of $ 274.1 million from our deferred tax asset schedules as of December 31, 2023 due to Section 382/383 limitations. There is no impact to tax expense for the derecognition of net operating losses, and federal and state research and development credits due to the valuation allowance recorded against our deferred tax assets. As of December 31, 2023, we also had federal research tax credit carryforwards of $ 47.7 million and state research tax credits of $ 29.6 million. The federal research tax credit carryforwards expire beginning in 2032 and certain state research tax credit carryforwards expire beginning in 2030. Our California research tax credits can be carried forward indefinitely. As of December 31, 2023, we also had federal other tax credits carryforwards of $ 1.3 million and the tax credit carryforwards expire beginning in 2036 Net operating losses and tax credits also are limited when there is a SRLY. These rules generally limit the use of the acquired or departing members’ net operating loss and tax credit carryovers to the amount of taxable income such entity contributes to consolidated taxable income. The 80% limitation also applies to SRLY NOL carryovers and tax credits. Therefore, any SRLY NOLs and tax credits will be subject to this limitation, as well as Section 382 and 383 limitations. As of December 31, 2023 and 2022, we have $ 164.6 million and $ 77.6 million of interest, respectively, that is temporarily disallowed pursuant to Section 163(j) of the Code. This interest can be carried forward indefinitely and will be deductible when the company generates sufficient adjusted taxable income. A summary of changes to the amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Unrecognized tax benefits, beginning of year $ 16,252 $ 13,504 $ 20,413 Additions based on tax positions related to the current year 18,976 1,710 536 Additions based on tax positions related to prior years 242 1,038 — Reductions for tax positions of prior years — — ( 7,445 ) Unrecognized tax benefits, end of year $ 35,470 $ 16,252 $ 13,504 204 Table of Contents Included in the balance of unrecognized tax benefits as of December 31, 2023 is $ 15.1 million that, if recognized, would not impact our income tax benefit or effective tax rate as long as the deferred tax asset remains subject to a full valuation allowance. We do not expect that the unrecognized tax benefits will change within 12 months of December 31, 2023. Due to the existence of the valuation allowance, future changes in our unrecognized tax benefits will not impact our effective tax rate. We have not incurred any material interest or penalties as of the current reporting date with respect to income tax matters. Inflation Reduction Act of 2022 The Inflation Reduction Act 2022, which incorporates a corporate alternative minimum tax, was signed on August 16, 2022. The changes are effective for the tax years beginning after December 31, 2022. The new tax will require companies to compute two separate calculations for federal income tax purposes and pay the greater of the new minimum tax or their regular tax liability. The company will be monitoring the impact of the act to determine if it will have an impact on the company for years beginning after December 31, 2022. We currently do not expect this act will have a material effect on our consolidated financial statements. 16. Employee Benefits Defined Contribution Plan In December 2015, we adopted a 401(k) Plan covering all employees. The 401(k) Plan allows employees to make pre- and post-tax contributions up to the maximum allowable amount set by the IRS. The company, at its discretion, may make certain contributions to the 401(k) Plan. During the years ended December 31, 2023, 2022 and 2021, we made contributions totaling $ 2.8 million, $ 2.7 million, and $ 1.7 million, respectively, to the 401(k) Plan. Compensated Absences Under our vacation policy, salaried employees are provided unlimited vacation leave. Therefore, we do not record an accrual for paid leave related to these employees since we are unable to reasonably estimate the compensated absences that these employees will take. 205 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.