What changed in this filing

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Item 3. Legal Proceedings

2026-02-23 compared with 2025-03-03 · 51 added, 64 removed, 47 unchanged (71% of the section changed)

6 unchanged sentences

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 ANKTIVA in China for human therapeutic uses.

The arbitration relates to a license, development, and commercialization agreement that Altor entered into with Beike in 2014, which 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 ANKTIVA in China for human therapeutic uses.

In the arbitration, Beike is asserting a claim for breach of contract under the license agreement.

3 unchanged sentences

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 April 11, 2023, Beike served an amended Request for Arbitration.

On March 20, 2023, we

terminated the standstill agreement, and on 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 served its Statement of Claim on March 22, 2024, and the company served its Statement of Defense and Counterclaim on June 21, 2024, and Beike served its Statement of Defense to the Counterclaim on August 2, 2024.

After the parties completed discovery, Beike served its Reply and Defense to Counterclaim on January 17, 2025.

The hearing in the arbitration is scheduled to begin on June 9, 2025.

Given that the proceeding is in the pre-hearing stages, 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 our counterclaims, vigorously.

Securities Class Action

On June 30, 2023, a putative securities class action complaint, captioned Salzman v.

ImmunityBio, Inc.

3:23-cv-01216-GCP-VET, was filed in the United States 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 then product candidate, ANKTIVA with BCG for the treatment of adult patients with BCG-unresponsive NMIBC with CIS with or without papillary tumors, 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 CMOs and the prospects for regulatory approval of the BLA.

The complaint did not specify the amount of damages being sought.

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, the lead plaintiff filed an amended complaint, which named the same defendants and asserted the same claims as the previous complaint.

On January 8, 2024, the defendants filed a motion to dismiss the amended complaint.

On June 20, 2024, the court issued an order granting in part and denying in part the motion to dismiss.

On July 16, 2024, the lead plaintiff notified the court that he would proceed with his current pleading, and the defendants answered the complaint on August 29, 2024.

On January 25, 2025, following a mediation and the parties’ agreement in principle to settle the securities class action for $10.5 million, the lead plaintiff filed an unopposed motion for preliminary approval of class action settlement.

The settlement is subject to preliminary and final approval by the U.S.

District Court for the Southern District of California.

A preliminary approval hearing is scheduled for March 7, 2025.

As a result of the foregoing, the company recorded legal settlement expense of $10.5 million in selling, general and administrative expense, on the consolidated statement of operations during the year ended December 31, 2024 and a corresponding amount in accrued expenses and other liabilities , on the consolidated balance sheet.

The company believes that approximately $6.0 million of this amount will be paid by the company’s insurers, which will be recorded upon receipt.

Table of Conten t s

To the extent the court does not grant final approval of the settlement described above, 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.

In this event and 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.

Altor BioScience, LLC, and NantCell, Inc.

Matters Against Dr.

Hing Wong and HCW Biologics, Inc.

On December 23, 2022, Altor and NantCell filed an arbitration demand against Dr.

Hing Wong, former CEO of Altor and NantCell.

The demand asserts claims for breach of Dr.

Wong’s contracts with the companies, breach of the covenant of good faith and fair dealing, conversion, fraudulent concealment, unjust enrichment, breach of fiduciary duty, and replevin.

The same day, Dr.

Wong filed an arbitration demand seeking a declaratory judgment finding that Dr.

Wong is not liable to Altor or NantCell for any of their claims.

The parties agreed to consolidate the arbitration filings in one proceeding, and on January 23, 2023, Dr.

Wong filed an Answering Statement denying the claims.

Also, on December 23, 2022 Altor and NantCell filed a complaint in the United States District Court for the Southern District of Florida against HCW, Dr.

Wong’s new company.

Altor’s and NantCell’s complaint asserts claims for misappropriation of trade secrets under both Florida and federal law, inducement of breach of contract, tortious interference with contractual relations, inducement of breach of fiduciary duty, conversion, unjust enrichment, replevin, request for assignment of patents and patent applications, and establishment of a constructive trust.

On January 31, 2023, HCW filed motions to compel arbitration of Altor’s and NantCell’s claims, or in the alternative to stay or dismiss them.

Altor and NantCell filed an opposition to the motions on February 14, 2023, and HCW filed reply papers on February 21, 2023.

At a hearing on April 18, 2023, the court heard argument and requested supplemental briefing.

After the hearing, the parties reached an agreement to consolidate all claims in a single arbitration proceeding.

On May 1, 2023, we filed our arbitration demand asserting the same claims against HCW that were asserted in the federal court complaint.

On May 15, 2023, HCW filed an Answering Statement denying the claims.

The hearing in the consolidated arbitration took place from May 20, 2024 to May 30, 2024.

On July 13, 2024, we entered into a Settlement with HCW and Dr.

Hing Wong to resolve the claims asserted in the consolidated arbitration and related matters.

Under the terms of the Settlement, in part and for no monetary consideration from ImmunityBio, HCW transferred and assigned to ImmunityBio molecules (along with other related assets, including master cell banks, clinical trial protocols, inventory and FDA documents), controlled by HCW that were generated through the use of a TF Platform related to the human TGF-β receptor and TGF-β traps, including, without limitation, HCW9218, HCW9219, HCW9209 and any derivatives thereof or therefrom, including assignment of all patents, know-how and all other intellectual property existing as of the Settlement effective date and thereafter that is necessary or reasonably useful for the exploitation of such TGF-β molecules, with the exception that future reasonably useful intellectual property is the subject of a non-exclusive license to ImmunityBio.

For indications outside of oncology, ImmunityBio has agreed to grant an exclusive license back to HCW for the transferred intellectual property for TGF-β products, and a non-exclusive license for neoadjuvant ovarian cancer, subject to certain requirements.

In addition, the Settlement provides to ImmunityBio a worldwide, perpetual, irrevocable, fully paid-up, royalty-free, exclusive license to exploit fusion proteins, molecules and/or antibodies created utilizing the TF Platform directed to the receptors of PDL-1, IL-7, IL-12, IL-15, IL-18, and IL-21 in the oncology field.

Furthermore, the Settlement provides additional license terms including, without limitation, a non-exclusive license to ImmunityBio to exploit HCW9201, another fusion protein, and the anti-tissue factor based antibody HCW9101 and the linked resins to manufacture and purify the fusion proteins described above, as well as a right of first refusal for ImmunityBio with respect to any other fusion protein developed by HCW using the TF Platform going forward.

Pursuant to the Settlement, the parties agreed to mutual, full and complete releases.

On December 23 and 24, 2024, the company dismissed the consolidated arbitration claims and a related action in the Delaware Court of Chancery in light of the Settlement.

Table of Conten t s

Beike served its Statement of Claim on March 22, 2024, the company served its Statement of Defense and Counterclaim on June 21, 2024, and Beike served its Statement of Defense to the Counterclaim on August 2, 2024.

After the parties completed discovery, Beike served its Reply and Defense to Counterclaim on January 17, 2025, we served our Rejoinder and Response to Defense to Counterclaim on March 14, 2025, and Beike served its Rejoinder on Counterclaim on March 28, 2025.

The hearing in the arbitration was held from June 9, 2025 through June 13, 2025.

Post-hearing submissions concluded in February 2026.

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.

Van Luven, Barbieri and Shin Derivative Actions

3 unchanged sentences

The plaintiff purports to bring the action derivatively on behalf of ImmunityBio, and ImmunityBio is a nominal defendant to the action.

Stemming from the company’s May 11, 2023 disclosure that it had received an FDA CRL stating, among other things, that it could not approve the company’s BLA for its then product candidate, ANKTIVA with BCG for the treatment of adult patients with BCG-unresponsive NMIBC with CIS with or without papillary tumors, in its present form due to deficiencies related to its pre-license inspection of the company’s third-party CMOs, the derivative complaint alleges that the individual defendants authorized or permitted materially false and misleading statements and/or omitted material adverse facts regarding ImmunityBio’s third-party CMOs and the prospects for regulatory approval of the ANKTIVA BLA.

Stemming from the company’s May 11, 2023 disclosure that it had received an FDA CRL stating, among other things, that it could not approve the company’s BLA for its then product candidate, ANKTIVA with BCG for the treatment of adult patients with BCG-unresponsive NMIBC CIS with or without papillary tumors, in its present form due to deficiencies related to its pre-license inspection of the company’s third-party CMOs, the derivative complaint alleges that the individual defendants authorized or permitted materially false and misleading statements and/or omitted material adverse facts regarding ImmunityBio’s third-party CMOs and the prospects for regulatory approval of the ANKTIVA BLA.

The derivative complaint asserts claims for violations of Section 14(a) of the Exchange Act as well as claims for breach of fiduciary duty, unjust enrichment, and waste of corporate assets.

The derivative complaint seeks unspecified damages on behalf of the company, disgorgement or restitution, declaratory relief, and an award of costs and expenses to the derivative plaintiff, including attorneys’ fees.

The court has entered an order extending the defendants’ deadline to respond to the complaint to April 18, 2025.

The court entered an order extending the defendants’ deadline to respond to the complaint to May 30, 2025.

On February 25, 2025, a second shareholder derivative action was filed in the United States District Court for the Southern District of California against certain members of our Board of Directors and certain officers, captioned Barbieri v.

3 unchanged sentences

This lawsuit asserts substantially similar claims and allegations as Van Luven .

The court entered an order extending the defendants’ deadline to respond to the complaint to May 30, 2025.

On February 26, 2025, a third shareholder derivative action was filed in the United States District Court for the Southern District of California against certain current and former members of our Board of Directors and certain officers, captioned Shin v.

3 unchanged sentences

This lawsuit asserts substantially similar claims and allegations as Van Luven .

The court entered an order extending the defendants’ deadline to respond to the complaint to May 30, 2025.

On May 2, 2025, the court entered an order consolidating these three shareholder derivative actions.

On May 22, 2025, the parties in the consolidated derivative action notified the court that they had entered into a Stipulation and Settlement Agreement to settle the consolidated derivative action for corporate governance reforms and attorneys’ fees.

On November 6, 2025, the court entered an order and final judgment approving the settlement.

As a result of the final judgment, the company was required to make various corporate governance modifications that the company complied with.

Carlson Derivative Action

8 unchanged sentences

In particular, the plaintiff alleges that the transactions were timed to benefit Dr.

Soon-Shiong and his affiliates during a temporary decline in the company’s stock price, resulting in an artificially low conversion price for certain convertible promissory notes that were among the transactions, when defendants knew the company’s stock price would increase following the company’s imminent resubmission of a BLA for, and the subsequent FDA approval of, ANKTIVA with BCG for the treatment of adult patients with BCG-unresponsive NMIBC with CIS with or without papillary tumors.

defendants knew the company’s stock price would increase following the company’s imminent resubmission of a BLA for, and the subsequent FDA approval of, ANKTIVA with BCG for the treatment of adult patients with BCG-unresponsive NMIBC CIS with or without papillary tumors.

The complaint alleges that defendants breached their fiduciary duties by entering into these transactions at that time and on those terms, thereby unjustly enriching Dr.

2 unchanged sentences

On February 17, 2025, the defendants filed a motion to dismiss the complaint.

On May 2, 2025, instead of filing an opposition to defendants’ motion to dismiss, the plaintiff filed an amended complaint.

This amended complaint added certain additional members of the company’s Board of Directors as defendants but did not add new claims.

On July 16, 2025, the defendants filed a motion to dismiss the amended complaint.

On February 4, 2026, after complete briefing and oral argument, the court granted the defendants’ motion to dismiss.

The plaintiff was not provided an opportunity to amend.

Washington State Attorney General Investigation

In June 2025, the company received a request from the Attorney General of the State of Washington (the Request) seeking information and documents from the company relating to its relationship with the Access to Advanced Health Institute, a nonprofit biotech research institute located in Seattle (AAHI).

ImmunityBio licensed and explored the development of AAHI’s RNA COVID vaccine and upon further investigation of the technology terminated the license.

Soon-Shiong served on the board of directors of AAHI in his capacity as representative of a non-profit foundation.

The company is cooperating with the Washington Attorney General’s Office with respect to the Request.

SRS/Altor Shareholder CVR Arbitration

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 the successful regulatory approval of a BLA by the FDA, or foreign equivalent, for ANKTIVA by December 31, 2022, and $304.0 million of contingent consideration upon calendar-year worldwide net sales of ANKTIVA exceeding $1.0 billion prior to December 31, 2026.

As of December 31, 2025, Dr.

Soon-Shiong, our Founder, Executive Chairman and Global Chief Scientific and Medical Officer, and his related party hold approximately $139.8 million of FDA approval CVRs and $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.

Because the FDA did not approve our BLA on or before December 31, 2022, the first CVR milestone was not met.

On December 27, 2022, Shareholder Representative Services, LLC (SRS), in its capacity as shareholder representative on behalf of former Altor BioScience Corp.

shareholders, sent the company’s subsidiary NantCell a notice of claims relating to the regulatory milestone CVR.

The notice of claims asserted that SRS was exploring, and might pursue, claims on behalf of Altor shareholders for additional merger consideration in the amount of the $2.00 per share milestone payment under the regulatory CVR milestone.

The notice stated that any such claim would be based on NantCell’s alleged failure to use commercially reasonable efforts to secure FDA approval of ANKTIVA on or before December 31, 2022.

In a separate October 2022 letter, SRS requested that NantCell preserve all documents and information relating to its efforts to achieve milestones set forth in the regulatory milestone CVR, and requested that the company provide certain categories of documents under the information-sharing provisions of the CVR agreement.

After the company provided many of the requested documents, on September 29, 2023, SRS filed a demand for arbitration with JAMS, seeking to compel the company to produce additional documents identified in its October 2022 letter relating to its efforts to obtain FDA approval for ANKTIVA.

The arbitration demand did not include any claims beyond SRS’s claim that it had a right to obtain additional documents, and sought a ruling that the company was obligated to provide additional documents.

After the arbitrator issued a preliminary ruling regarding the scope of the company’s obligation to provide information under the CVR Agreements, the company produced additional documents responsive to SRS’s requests.

On August 27, 2025, several months after SRS’s document-access claim had been resolved, SRS requested leave to amend its JAMS arbitration demand to state a claim for breach of contract.

SRS’s proposed amended demand alleged that the company and NantCell had failed to exercise commercially reasonable efforts to obtain FDA approval of ANKTIVA on or before December 31, 2022.

The JAMS arbitrator presiding over the document-access arbitration denied SRS’s motion for leave to amend its claims, and on September 26, 2025, the parties filed a joint stipulation asking that the JAMS document-access arbitration be closed.

After SRS’s motion for leave to amend was denied, on September 26, 2025, SRS sent the company a further notice of claims and essentially the same arbitration demand, asserting that the company had breached its obligations to exercise commercially reasonable efforts to achieve FDA approval of ANKTIVA on or before December 31, 2022.

SRS’s arbitration demand seeks relief in the form of payment, in the amount of approximately $164.2 million plus interest exceeding $50.0 million, to former Altor shareholders not affiliated with Dr.

SRS filed its most recent arbitration demand with JAMS on November 5, 2025.

The company filed its response on November 19, 2025, and an arbitrator was appointed on January 16, 2026.

It remains too early to evaluate the likely outcome of the case or to estimate any range of potential loss.

We believe the company exercised commercially reasonable efforts in its pursuit of FDA approval of ANKTIVA, and that the claims asserted against the company lack merit.

MINE SAFETY DISCLOSURES.

Not applicable.

Table of Conten t s

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 3. Legal Proceedings