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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-03-19 · 71 added, 92 removed, 244 unchanged (40% of the section changed)

18 unchanged sentences

Based on this evaluation, our management concluded that, as of December 31, 2024, 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.

Attestation Report of the Registered Public Accounting Firm

The effectiveness of the company’s internal control over financial reporting has been audited by Ernst & Young LLP, our independent registered public accounting firm, as stated in its attestation report appearing on page 232 of this Annual Report under the heading “Report of Independent Registered Public Accounting Firm,” which expresses an unqualified opinion concerning the effectiveness of the company’s internal control over financial reporting as of December 31, 2024.

Table of Conten t s

Changes in Internal Control over Financial Reporting

9 unchanged sentences

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Table of Conten t s

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of ImmunityBio, Inc.

and Subsidiaries

Opinion on Internal Control Over Financial Reporting

We have audited ImmunityBio, Inc.

and Subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, ImmunityBio, Inc.

and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, 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, 2024, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the 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 .

/s/ Ernst & Young LLP

Los Angeles, California

March 3, 2025

Table of Conten t s

OTHER INFORMATION.

(b) Adoption and Termination (including Modification) of Rule 10b5-1 and Certain Other Trading Arrangements by Directors and Officers

None of our directors or officers, as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the three months ended December 31, 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

Table of Conten t s

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

8 unchanged sentences

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.

Table of Conten t s

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

10 unchanged sentences

Description Form File No.

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.

16 unchanged sentences

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.

4.3 Registration Rights Agr eement by and between the Registrant and Cambridge Equities, LP, dated December 23, 2014.

S-1 333-205124 4.3 June 19, 2015

Number Incorporated by Reference Herein

Description Form File No.

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

Table of Conten t s

Number Incorporated by Reference Herein

Description Form File No.

4.5 Registration Rights Agreement, among the Registrant and the purchasers of Series B Preferred Stock, dated as of June 20, 2013.

3 unchanged sentences

4.7 Description of Registrant’s Securities.

10-K 001-37507 4.7 March 19, 2024

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

4.9 Amended Form of February 2023 Common Stock Purchase Warrant.

11 unchanged sentences

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-K 001-37507 10.3 March 19, 2024

10.4 Limited Consent and Amendment to Revenue Interest Purchase Agreement, dated as of December 10, 2024, by and between ImmunityBio, Inc., the Purchasers p a rty thereto , and Infinity SA LLC , as Col lat eral Agent and Administrative Agent for the Purcha sers .

8-K 001-37507 1.3 December 11, 2024

10.5+ 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-K 001-37507 10.4 March 19, 2024

10.6+ 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-K 001-37507 10.5 March 19, 2024

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

2 unchanged sentences

8-K 001-37507 10.1 February 15, 2023

Table of Conten t s

Number Incorporated by Reference Herein

Description Form File No.

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

8-K 001-37507 10.1 December 12, 2022

10.9 Open Market Sale Agreement dated April 30, 2021, by and between ImmunityBio, Inc.

5 unchanged sentences

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.

10.12 Second Amended and Restated Promissory Note by and between ImmunityBio, Inc.

and Nant Capital, LLC, dated as of December 10, 2024.

8-K 001-37507 1.2 December 11, 2024

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

Number Incorporated by Reference Herein

Description Form File No.

10.23 Promissory Note between ImmunityBio, Inc.

and Nant Capital, LLC dated June 13, 2023.

8-K 001-37507 10.1 June 14, 2023

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

to Nant Capital, LLC dated August 31, 2022.

10-Q 001-37507 10.5 November 9, 2023

10.25 Amended and Restated Promissory Note between ImmunityBio, Inc.

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

10.13 Lease Agreement by and between ARE-JOHN HOPKINS COURT, LLC and the Company, dated June 19, 2015.

8 unchanged sentences

10-K 001-37507 10.23 March 30, 2016

Number Incorporated by Reference Herein

Description Form File No.

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

6 unchanged sentences

10-Q 001-37507 10.2 August 8, 2023

Table of Conten t s

Number Incorporated by Reference Herein

Description Form File No.

10.22+ 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

S-4 333-252232 10.27 January 19, 2021

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

10-K 001-37507 10.41 March 19, 2024

10.24+ 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

S-4 333-252232 10.28 January 19, 2021

10.25+ 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

S-4 333-252232 10.29 January 19, 2021

10.26 Sublease Agreement between Altor BioScience Manufacturing Company, LLC and the Company, dated as of September 30, 2020.

4 unchanged sentences

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

10.29 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

Number Incorporated by Reference Herein

Description Form File No.

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

2 unchanged sentences

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

Purchase Agreement by and between Athenex, Inc.

2 unchanged sentences

8-K 001-37507 10.1 January 12, 2022

Table of Conten t s

Number Incorporated by Reference Herein

Description Form File No.

10.33+ Letter Agreement effective as of July 1, 2019 between Immuno-Oncology Clinic, Inc.

21 unchanged sentences

10.41# ImmunityBio, Inc.

2015 Equity Incentive Plan and forms of agreement thereunder.

S-8 333-265599 10.1 June 14, 2022

2015 Equity Incentive Plan.

10-Q 001-37507 10.1 August 12, 2024

10.42# NantCell, Inc.

1 unchanged sentence

S-4 333-252332 10.14 January 19, 2021

10.43+ Settlement Agreement and Release dated July 13, 2024 entered into by and among Altor BioScience, LLC, NantCell, Inc., HCW Biologics, Inc., and Dr.

10-Q 001-37507 10.1 November 12, 2024

19.1* ImmunityBio, Inc.

Insider Trading Policy, a s Amended.

21.1* Subsidiaries of ImmunityBio, Inc.

2 unchanged sentences

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

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.

Table of Conten t s

Number Incorporated by Reference Herein

Description Form File No.

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.

5 unchanged sentences

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

10-K 001-37507 97.1 March 19, 2024

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).

13 unchanged sentences

FORM 10-K SUMMARY.

Table of Conten t s

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.

11 unchanged sentences

(Principal Accounting Officer)

Table of Conten t s

POWER OF ATTORNEY

18 unchanged sentences

/s/ Michael Blaszyk Director March 3, 2025

/s/ John Owen Brennan Director March 19, 2024

John Owen Brennan

/s/ Wesley Clark Director March 3, 2025

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures