Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives of ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. There is no assurance that our disclosure controls and procedures will operate effectively under all circumstances.
Management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. The term “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our CEO and CFO have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our CEO and CFO, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; and (ii) provide reasonable assurance (a) that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, (b) that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (c) regarding the prevention or timely detection of the unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2023, our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on this evaluation, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered independent public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Annual Report.
206
Table of Contents
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 9B. OTHER INFORMATION.
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
207
Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A in connection with our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023, and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item will be contained in the Proxy Statement under the headings “Executive Compensation,” “Executive Compensation Tables,” and “Director Compensation,” and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required by this item will be contained in the Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by this item will be contained in the Proxy Statement under the headings “Certain Relationships and Related-Party Transactions” and “Corporate Governance,” and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this item will be contained in the Proxy Statement under the heading “Fees Paid to Independent Registered Public Accounting Firm” and is incorporated herein by reference.
208
Table of Contents
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.
The consolidated financial statements, financial statement schedules and exhibits filed as part of this Annual Report are as follows:
(1) Financial Statements
Reference is made to the consolidated financial statements identified in the “Index to Financial Statements” under Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report.
(2) Financial Statement Schedules for the Years Ended December 31, 2023, 2022 and 2021
All financial statement schedules have been omitted because the information required to be set forth therein is not applicable or is otherwise included in the consolidated financial statements or notes thereto. See Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report.
(3) Exhibits
The documents listed below are incorporated by reference or filed or furnished with this Annual Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
Exhibit
Number Incorporated by Reference Herein
Description Form File No. Exhibit No. Filing Date
2.1+ Agreement and Plan of Merger, dated December 21, 2020, by and among ImmunityBio, Inc. (f/k/a NantKwest, Inc.), NantCell, Inc. (f/k/a ImmunityBio, Inc.) and Nectarine Merger Sub, Inc.
8-K 001-37507 2.1 December 22, 2020
3.1 Amended and Restated Certificate of Incorporation of ImmunityBio, Inc.
8-K 001-37507 3.1 August 4, 2015
3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. dated March 9, 2021.
8-K 001-37507 3.1 March 10, 2021
3.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. dated February 1, 2022.
POSASR 333-255699 3.3 March 1, 2022
3.4 Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. dated October 18, 2023.
10-Q 001-37507 3.4 November 9, 2023
3.5 Amended and Restated Bylaws of ImmunityBio, Inc. effective as of March 10, 2021.
10-Q 001-37507 3.2 August 12, 2021
4.1 Nominating Agreement by and between the Registrant and Cambridge Equities, LP, dated June 18, 2015.
S-1 333-205124 4.1 June 19, 2015
4.2 Form of Registration Rights Agreement by and between the Registrant and the Purchasers of Common Stock, dated June 2015.
S-1 333-205124 4.2 June 19, 2015
4.3 Registration Rights Agreement by and between the Registrant and Cambridge Equities, LP, dated December 23, 2014.
S-1 333-205124 4.3 June 19, 2015
209
Table of Contents
Exhibit
Number Incorporated by Reference Herein
Description Form File No. Exhibit No. Filing Date
4.4 Form of Subscription and Securities Purchase Agreement among the Registrant and the Subscribers of Series C Preferred Stock, dated as of April 1, 2014.
S-1 333-205124 4.5 June 19, 2015
4.5 Registration Rights Agreement, among the Registrant and the purchasers of Series B Preferred Stock, dated as of June 20, 2013.
S-1 333-205124 4.6 June 19, 2015
4.6 Specimen Common Stock Certificate.
S-8 POS 333-252232 4.1 May 21, 2021
4.7* Description of Registrant’s Securities.
4.8+ Common Stock Purchase Warrant, dated June 30, 2016, issued by the Company to NantWorks, LLC.
S-4 333-252232 10.13 January 19, 2021
4.9 Form of December 2022 Common Stock Purchase Warrant.
8-K 001-37507 4.1 December 12, 2022
4.10 Amended Form of February 2023 Common Stock Purchase Warrant.
10-Q 001-37507 4.1 November 9, 2023
4.11 Form of July 2023 Common Stock Purchase Warrant.
8-K 001-37507 4.1 July 21, 2023
10.1 Voting Agreement, dated as of December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc. and the NantKwest, Inc. stockholders party thereto.
8-K 001-37507 10.1 December 22, 2020
10.2 Voting Agreement, dated as of December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc. and the ImmunityBio, Inc. stockholders party thereto.
8-K 001-37507 10.2 December 22, 2020
10.3+* Revenue Interest Purchase Agreement dated as of December 29, 2023 among ImmunityBio, Inc., the Purchasers from time to time party hereto and Infinity SA LLC.
10.4+* Security and Pledge Agreement as of December 29, 2023 among ImmunityBio, Inc., the Subsidiary Guarantors listed on the signature pages hereto, such other parties that may become Grantors hereunder after the date hereof and Infinity SA LLC.
10.5+* Stock Purchase and Option Agreement dated December 29, 2023 by and between the Investors and ImmunityBio, Inc.
10.6 Stock Purchase Agreement, dated September 11, 2023, by and among ImmunityBio, Inc., NantCell, Inc., Nant Capital, LLC, NantMobile, LLC, and NantCancerStemCell, LLC.
10-Q 001-37507 10.3 November 9, 2023
10.7 Securities Purchase Agreement dated as of July 20, 2023.
8-K 001-37507 10.1 July 21, 2023
10.8 Securities Purchase Agreement dated as of February 15, 2023 .
8-K 001-37507 10.1 February 15, 2023
210
Table of Contents
Exhibit
Number Incorporated by Reference Herein
Description Form File No. Exhibit No. Filing Date
10.9 Securities Purchase Agreement, dated as of December 12, 2022.
8-K 001-37507 10.1 December 12, 2022
10.10 Open Market Sale Agreement dated April 30, 2021, by and between ImmunityBio, Inc. and Jefferies LLC.
8-K 001-37507 10.1 May 3, 2021
10.11+ Agreement and Plan of Merger, dated May 19, 2017, by and among the Company, Altor Acquisition LLC, Altor BioScience Corporation and Shareholder Representative Services LLC.
S-4 333-252232 10.4 January 19, 2021
10.12 Sales Milestone Contingent Value Rights Agreement, dated as of July 31, 2017, by and between the Company and Shareholder Representative Services LLC.
S-4 333-252232 10.12 January 19, 2021
10.13* Letter Amendment dated December 29, 2023 to the Convertible Promissory Notes dated March 31, 2023 (as amended on September 11, 2023) and September 30, 2023 issued by ImmunityBio, Inc. to Nant Capital, LLC .
10.14 Convertible Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated September 1 1 , 202 3 .
10-Q 001-37507 10.4 November 9, 2023
10.15 Letter of Amendment dated as of September 11, 2023 to the Convertible Promissory Note issued by ImmunityBio, Inc. to Nant Capital, LLC dated March 31, 2023.
10-Q 001-37507 10.8 November 9, 2023
10.16 Convertible Promissory Note by and between ImmunityBio, Inc. and Nant Capital, LLC dated March 31, 2023.
8-K 001-37507 10.1 March 31, 2023
10.17* Amended and Restated Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated December 29, 2023.
10.18 Letter of Amendment dated as of September 11, 2023 to the Promissory Note issued by ImmunityBio, Inc. to Nant Capital, LLC dated December 12, 2022.
10-Q 001-37507 10.7 November 9, 2023
10.19 Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated December 12, 2022.
8-K 001-37507 10.2 December 12, 2022
10.20 Letter of Amendment dated as of September 11, 2023 to the Promissory Note issued by ImmunityBio, Inc. to Nant Capital, LLC dated August 31, 2022.
10-Q 001-37507 10.6 November 9, 2023
10.21 Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated August 31, 2022.
10-Q 001-37507 10.1 November 9, 2022
10.22 Letter of Amendment dated as of September 11, 2023 to the Promissory Note issued by ImmunityBio, Inc. to Nant Capital, LLC dated June 13, 2023.
10-Q 001-37507 10.9 November 9, 2023
211
Table of Contents
Exhibit
Number Incorporated by Reference Herein
Description Form File No. Exhibit No. Filing Date
10.23 Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated June 13, 2023.
8-K 001-37507 10.1 June 14, 2023
10.24 Letter of Amendment dated as of September 11, 2023 to the Amended and Restated Promissory Note issued by ImmunityBio, Inc. to Nant Capital, LLC dated August 31, 2022.
10-Q 001-37507 10.5 November 9, 2023
10.25 Amended and Restated Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated August 31, 2022.
10-Q 001-37507 10.2 November 9, 2022
10.26 Amended and Restated Convertible Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated August 31, 2022.
10-Q 001-37507 10.3 November 9, 2022
10.27 Amended and Restated Convertible Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated August 31, 2022.
10-Q 001-37507 10.4 November 9, 2022
10.28 Second Amended and Restated Convertible Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated August 31, 2022.
10-Q 001-37507 10.5 November 9, 2022
10.29 Second Amended and Restated Convertible Promissory Note between ImmunityBio, Inc. and NantCancerStemCell, LLC dated August 31, 2022.
10-Q 001-37507 10.7 November 9, 2022
10.30 Second Amended and Restated Convertible Promissory Note between ImmunityBio, Inc. and NantMobile, LLC dated August 31, 2022.
10-Q 001-37507 10.8 November 9, 2022
10.31 Lease Agreement by and between ARE-JOHN HOPKINS COURT, LLC and the Company, dated June 19, 2015.
S-1/A 333-205124 10.19 July 27, 2015
10.32 First Amendment to Lease dated July 16, 2015 by and between ARE-JOHN HOPKINS COURT, LLC and Conkwest, Inc.
10-Q 001-37507 10.6 August 8, 2022
10.33 Second Amendment to Lease effective as of June 18, 2016 by and between ARE-JOHN HOPKINS COURT, LLC and NantKwest, Inc., fka Conkwest, Inc.
10-Q 001-37507 10.7 August 8, 2022
10.34 Third Amendment to Lease dated April 12, 2022 by and between ARE-JOHN HOPKINS COURT, LLC and ImmunityBio, Inc.
10-Q 001-37507 10.8 August 8, 2022
10.35 Facility License Agreement by and between NantWorks, LLC and the Company, dated as of November 6, 2015.
10-K 001-37507 10.23 March 30, 2016
212
Table of Contents
Exhibit
Number Incorporated by Reference Herein
Description Form File No. Exhibit No. Filing Date
10.36 First Amendment to Facility License Agreement by and between NantWorks, LLC and the Company, dated as of September 14, 2020.
10-Q 001-37507 10.2 November 9, 2020
10.37 Second Amendment to Facility License Agreement, effective as of May 1, 2022, by and between NantWorks, LLC, the Licensor, and ImmunityBio, Inc., the Licensee.
10-Q 001-37507 10.4 August 8, 2022
10.38 Commercial Lease by and between 605 Doug St, LLC and the Company, dated September 15, 2016.
10-Q 001-37507 10.1 November 10, 2016
10.39 Extension of Commercial Lease by and between 605 Doug St, LLC and ImmunityBio, Inc., dated June 30, 2023.
10-Q 001-37507 10.2 August 8, 2023
10.40+ Commercial Lease by and between Duley Road, LLC and Altor BioScience Manufacturing Company, LLC, dated February 1, 2017.
S-4/A 333-252232 10.27 January 19, 2021
10.41* Extension of Commercial Lease by and between Duley Road, LLC and Altor BioScience Manufacturing Company, LLC, dated October 3, 2023.
10.42+ Commercial Lease by and between Duley Road, LLC and the Company, dated January 28, 2019.
S-4/A 333-252232 10.28 January 19, 2021
10.43+ Commercial Lease by and between Duley Road, LLC and the Company, dated January 28, 2019.
S-4/A 333-252232 10.29 January 19, 2021
10.44 Sublease Agreement between Altor BioScience Manufacturing Company, LLC and the Company, dated as of September 30, 2020.
10-Q 001-37507 10.3 November 9, 2020
10.45 Commercial Lease between 605 Nash, LLC and the Company, dated February 11, 2021.
10-K 001-37507 10.35 March 4, 2021
10.46 First Amendment to Lease (Expansion & Extension) made and entered into as of May 28, 2021 by and between 605 Nash, LLC and ImmunityBio, Inc.
10-Q 001-37507 10.1 August 12, 2021
10.47 Membership Interest Purchase Agreement entered into as of September 27, 2021 by and among Nant Capital, LLC and ImmunityBio, Inc.
10-Q 001-37507 10.2 November 12, 2021
10.48 Industrial/Commercial Lease Agreement dated September 27, 2021 by and between 557 Doug St, LLC and ImmunityBio, Inc.
10-Q 001-37507 10.3 November 12, 2021
10.49 Lease Termination Agreement effective May 31, 2022 by and between ImmunityBio, Inc. and 557 Doug St., LLC.
10-Q 001-37507 10.9 August 8, 2022
10.50 Commercial Lease Agreement dated September 27, 2021 by and between 420 Nash, LLC and ImmunityBio, Inc.
10-Q 001-37507 10.4 November 12, 2021
213
Table of Contents
Exhibit
Number Incorporated by Reference Herein
Description Form File No. Exhibit No. Filing Date
10.51 Fort Schuyler Management Corporation Lease, effective as of October 1, 2021, between Fort Schuyler Management Corporation, as Landlord, and Athenex, Inc., as Tenant.
10-Q 001-37507 10.2 May 10, 2022
10.52 First Amendment to Lease, effective as of February 14, 2022, by and among Fort Schuyler Management Corporation and ImmunityBio, Inc.
10-Q 001-37507 10.3 May 10, 2022
10.53 Industrial/Commercial Lease Agreement dated May 1, 2022 by and between 23 Alaska, LLC and ImmunityBio, Inc.
10-Q 001-37507 10.5 August 8, 2022
10.54 L ease Termination Agreement dated as of August 31, 2023 by and between I mmunityBio , Inc. and 23 Alaska, LLC .
10-Q 001-37507 10.2 November 9, 2023
10.55+
Purchase Agreement by and between Athenex, Inc. and ImmunityBio, Inc. dated January 7, 2022.
8-K 001-37507 10.1 January 12, 2022
10.56+ Letter Agreement effective as of July 1, 2019 between Immuno-Oncology Clinic, Inc. and the Company.
10-Q 001-37507 10.4 August 6, 2019
10.57 First Amendment to the July 1, 2019 Letter Agreement by and between Immuno-Oncology Clinic, Inc. and the Company, dated March 31, 2020.
10-Q 001-37507 10.1 May 11, 2020
10.58 Amended and Restated Shared Services Agreement by and between NantKwest, Inc. and NantWorks, LLC, dated June 28, 2016.
10-Q 001-37507 10.1 August 15, 2016
10.59#+ Offer Letter between the Company and Richard Adcock, dated October 26, 2020.
10-Q 001-37507 10.4 November 9, 2020
10.60#+ Offer Letter, dated August 3, 2020, between ImmunityBio, Inc. and David Sachs.
S-4 333-252232 10.31 January 19, 2021
10.61 Form of Indemnification Agreement between ImmunityBio, Inc. and each of its Directors and Executive Officers.
S-1 333-205124 10.1 June 19, 2015
10.62# Executive Incentive Compensation Plan.
S-1/A 333-205124 10.4 July 15, 2015
10.63# 2014 NantKwest, Inc. Equity Incentive Plan and forms of agreement thereunder.
S-1 333-205124 10.2 June 19, 2015
10.64# ImmunityBio, Inc. 2015 Equity Incentive Plan and forms of agreement thereunder.
S-8 333-265599 10.1 June 14, 2022
10.65# NantCell, Inc. 2015 Stock Incentive Plan and forms of agreement thereunder.
S-4 333-252332 10.14 January 19, 2021
21.1* Subsidiaries of ImmunityBio, Inc. as of December 31, 2023.
23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.1* Power of Attorney (Contained in Signature Page to this Annual Report).
214
Table of Contents
Exhibit
Number Incorporated by Reference Herein
Description Form File No. Exhibit No. Filing Date
31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a) of the Securities Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a) of the Securities Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1#+* ImmunityBio, Inc. Compensation Recovery Policy as adopted or most recently updated on November 29, 2023.
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
_______________
* Filed herewith.
** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of ImmunityBio, Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.
# Indicates a management contract or compensatory plan.
+ Some information has been redacted pursuant to Item 601of Regulation S-K. The company agrees to furnish to the SEC a copy of any redacted information upon request.
ITEM 16. FORM 10-K SUMMARY.
None.
215
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
IMMUNITYBIO, INC.
Registrant
Date: March 19, 2024
By: /s/ Richard Adcock
Richard Adcock
Chief Executive Officer
(Principal Executive Officer)
Date: March 19, 2024
By: /s/ David C. Sachs
David C. Sachs
Chief Financial Officer
(Principal Financial Officer)
Date: March 19, 2024
By: /s/ Regan J. Lauer
Regan J. Lauer
Chief Accounting Officer
(Principal Accounting Officer)
216
Table of Contents
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Richard Adcock, David C. Sachs and Jason Liljestrom, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature Title Date
/s/ Patrick Soon-Shiong Global Chief Scientific and Medical Officer, and
Executive Chairman of the Board of Directors March 19, 2024
Patrick Soon-Shiong
/s/ Richard Adcock Chief Executive Officer, President and Director
(Principal Executive Officer)
March 19, 2024
Richard Adcock
/s/ David C. Sachs Chief Financial Officer
(Principal Financial Officer)
March 19, 2024
David C. Sachs
/s/ Regan J. Lauer Chief Accounting Officer
(Principal Accounting Officer)
March 19, 2024
Regan J. Lauer
/s/ Barry J. Simon Chief Corporate Affairs Officer and Director March 19, 2024
Barry J. Simon
/s/ Michael Blaszyk Director March 19, 2024
Michael D. Blaszyk
/s/ John Owen Brennan Director March 19, 2024
John Owen Brennan
/s/ Wesley Clark Director March 19, 2024
Wesley Clark
/s/ Cheryl L. Cohen Lead Independent Director March 19, 2024
Cheryl L. Cohen
/s/ Linda Maxwell Director March 19, 2024
Linda Maxwell
/s/ Christobel Selecky Director March 19, 2024
Christobel Selecky
217