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Item 8. Financial Statements and Supplementary Data

2026-02-23 compared with 2025-03-03 · 1018 added, 970 removed, 1402 unchanged (59% of the section changed)

1 unchanged sentence

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report s of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

9 unchanged sentences

Notes to Consolidated Financial Statements

Table of Conten t s

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of ImmunityBio, Inc.

and subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

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 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 the financial statements are free of material misstatement, whether due to error or fraud.

Our audit 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 audit 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 audit provides 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 critical audit matters does not alter in any way our opinion on the 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.

Related-party convertible note, at fair value — Refer to Note 2 and Note 14 to the financial statements

Critical Audit Matter Description

As of December 31, 2025, the Company had a related-party convertible note (the “Convertible Note”) with a principal amount of $505 million.

The Company elected the fair value option to account for the Convertible Note and measured the Convertible Note at fair value at each reporting period.

The Company estimated the fair value of the Convertible Note using a binomial lattice model, a complex modeling tool, at each reporting period.

The model incorporates inputs such as the Company’s stock price, risk-free rate, expected volatility, and expected market yield.

The expected volatility and expected market yield involve unobservable inputs.

Unlike the fair value of financial instruments that are readily observable, the valuation of the Convertible Note is inherently subjective and involves the use of complex modeling tools.

Auditing the fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of the Convertible Note included the following, among others:

• We evaluated the design and operating effectiveness of the internal control over the valuation of the Convertible Note.

• With the assistance of our fair value specialists, we evaluated the reasonableness of management’s valuation methodology and the significant assumptions used in determining the fair value of the Convertible Note by:

◦ Inspecting the underlying contracts and evaluating the appropriateness of the valuation methodology based on the contract terms.

◦ Testing the source information underlying the fair value of the Convertible Note and the mathematical accuracy of the calculations.

◦ Developing independent estimates of the inputs and comparing those inputs to those used in the Company’s calculation of the fair value of the Convertible Note.

• We evaluated the competency and objectivity of management’s expert engaged by the Company to perform the valuation of the Convertible Note.

/s/ Deloitte & Touche LLP

San Diego, California

February 23, 2026

We have served as the Company’s auditor since 2025.

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, 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 (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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheet of ImmunityBio, Inc.

and Subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, 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, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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), and our report dated March 3, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

9 unchanged sentences

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 account or disclosure to which it relates.

Table of Conten t s

Related party transactions and disclosures

Description of the

Matter As described in Notes 12 and 13 to the consolidated financial statements, the Company’s Founder, Executive Chairman and Global Chief Scientific and Medical Officer 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.

Affiliates of such entities are also affiliates of the Company due to the common control of the Company’s Founder, Executive Chairman and Global Chief Scientific and Medical Officer.

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 Founder, Executive Chairman and Global Chief Scientific and Medical Officer.

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, as described in Note 12 to the consolidated financial statements.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2016.

We served as the Company’s auditor from 2016 to 2025.

Los Angeles, California

March 3, 2025

Table of Conten t s

ImmunityBio, Inc.

9 unchanged sentences

Due from related parties 46 293

Prepaid expenses and other current assets (including amounts with related parties) 23,852 25,603

Prepaid expenses and other current assets 27,761 20,872

Prepaid expenses – related parties 769 2,980

Total current assets 314,875 184,586

Marketable securities, noncurrent — 891

Property, plant and equipment, net 114,264 137,094

Goodwill and intangible assets, net 13,953 15,933

Long-term inventories 13,508 —

Convertible note receivable 7,380 7,130

Operating lease right-of-use assets, net (including amounts with related parties) 33,363 36,543

Other assets (including amounts with related parties) 4,827 2,880

Operating lease right-of-use assets, net 19,808 17,407

Operating lease right-of-use assets, net – related parties 13,202 15,956

Other assets 4,530 4,449

Other assets – related parties 378 378

Total assets $ 501,898 $ 382,933

3 unchanged sentences

Accrued expenses and other liabilities 46,838 40,580

Operating lease liabilities 4,291 4,005

Operating lease liabilities – related parties 3,244 3,461

Due to related parties 403 173

Operating lease liabilities (including amounts with related parties) 7,466 5,244

Total current liabilities 61,754 54,944

Related-party nonconvertible note, net of discount ( Note 12 )

Related-party convertible notes and accrued interest, net of discount ( Note 12 )

Related-party convertible note payable, at fair value ( Note 14 ) and ( Note 23 )

477,093 461,877

Revenue interest liability ( Note 13 )

324,615 284,404

Derivative liabilities ( Note 11 and Note 12 )

Operating lease liabilities, less current portion 19,732 17,864

Operating lease liabilities, less current portion – related parties 13,715 16,959

Derivative liabilities ( Note 13 )

19,722 26,120

Operating lease liabilities, less current portion (including amounts with related parties) 34,823 39,942

Warrant liabilities 8,575 118,770

Warrant liabilities ( Note 16 ) and ( Note 23 )

Other liabilities 424 319

Total liabilities 1,001,472 871,062

The accompanying notes are an integral part of these consolidated financial statements.

ImmunityBio, Inc.

and Subsidiaries

Consolidated Balance Sheets (Continued)

(in thousands, except share and per share amounts)

As of December 31,

Commitments and contingencies ( Note 11 )

1 unchanged sentence

Common stock, $ 0.0001 par value;

1,350,000,000 shares authorized

as of December 31, 2024 and 2023;

1,650,000,000 and 1,350,000,000 shares authorized

as of December 31, 2025 and 2024, respectively;

1,011,800,008 and 852,904,340 shares

issued and outstanding as of December 31, 2025 and 2024, respectively;

excluding 163,800 treasury stock shares outstanding as of December 31, 2024 and 2023

treasury stock, 163,800 shares outstanding as of December 31, 2025 and 2024

Additional paid-in capital 3,197,120 2,884,867

6 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Table of Conten t s

ImmunityBio, Inc.

9 unchanged sentences

Cost of sales 753 — —

Research and development (including amounts

with related parties) 190,144 232,366 248,149

Selling, general and administrative (including amounts

with related parties) 168,783 129,620 102,708

Research and development 207,875 182,230 223,018

Research and development – related parties

10,684 7,914 9,348

Selling, general and administrative 147,180 165,801 126,136

Selling, general and administrative – related parties

2,823 2,982 3,484

Impairment of intangible assets — — 886

2 unchanged sentences

Other income (expense), net:

Interest and investment income (loss), net 7,975 1,131 ( 3,090 )

Interest expense (including amounts with related parties) ( 114,670 ) ( 128,934 ) ( 63,515 )

Change in fair value of related-party convertible notes 43,472 ( 36,203 ) —

Interest and investment income, net 6,405 7,975 1,131

Interest expense – related party ( 60,886 ) ( 114,588 ) ( 128,848 )

Interest expense related to revenue interest liability ( 51,540 ) ( 39,657 ) ( 264 )

Change in fair value of warrant liabilities 49,089 19,955 ( 47,600 )

Change in fair value of related-party convertible note ( 42,773 ) 43,472 ( 36,203 )

Change in fair value of derivative liabilities 6,398 13,477 —

Interest expense ( 99 ) ( 82 ) ( 86 )

Loss on equity method investment — — ( 7,549 )

Other expense, net (including amounts with related parties) ( 15 ) ( 2,223 ) ( 736 )

Total other income (expense), net ( 69,463 ) ( 221,642 ) ( 65,988 )

Other expense, net ( 2,174 ) ( 15 ) ( 2,223 )

Total other expense, net ( 95,580 ) ( 69,463 ) ( 221,642 )

Loss before income taxes and noncontrolling interests ( 351,607 ) ( 413,645 ) ( 583,892 )

Income tax benefit (expense) — 40 ( 34 )

Income tax benefit 135 — 40

Net loss ( 351,472 ) ( 413,645 ) ( 583,852 )

8 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Table of Conten t s

ImmunityBio, Inc.

8 unchanged sentences

instrument-specific credit risk 27,557 1,221 —

Net unrealized gains (losses) on available-for-sale securities 15 60 ( 183 )

Reclassification of net realized gains (losses) on

available-for-sale securities included in net loss 42 ( 15 ) 124

Reclassification of net realized gains (losses) on available-for-sale

securities included in net loss 292 42 ( 15 )

Net unrealized (losses) gains on available-for-sale securities ( 202 ) 15 60

Foreign currency translation adjustments 111 ( 90 ) ( 218 )

2 unchanged sentences

Comprehensive loss attributable to noncontrolling interests 74 81 656

Comprehensive loss attributable to ImmunityBio

common stockholders $ ( 412,376 ) $ ( 583,369 ) $ ( 416,388 )

Comprehensive loss attributable to ImmunityBio common stockholders $ ( 323,640 ) $ ( 412,376 ) $ ( 583,369 )

The accompanying notes are an integral part of these consolidated financial statements.

Table of Conten t s

ImmunityBio, Inc.

12 unchanged sentences

Balance as of December 31, 2022 421,569,115 $ 42 $ 1,930,936 $ ( 2,378,488 ) $ 183 $ ( 447,327 ) $ ( 2,493 ) $ ( 449,820 )

397,830,044 $ 40 $ 1,719,704 $ ( 1,961,921 ) $ 4 $ ( 242,173 ) $ ( 1,740 ) $ ( 243,913 )

Issuance of common stock “at-the market”

2 unchanged sentences

5,605,323 1 16,105 — — 16,106 — 16,106

Conversion of related-party convertible note and

accrued interest, net of unamortized debt discount,

into equity 9,986,920 1 51,946 — — 51,947 — 51,947

Issuance of shares in an RDO, net of discount and

Issuance of common stock in exchange for notes

payable 209,291,936 21 269,966 — — 269,987 — 269,987

Issuance of shares in RDOs, net of discounts and

offering costs of $ 3,535 and value ascribed

1 unchanged sentence

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

2,432,894 — 11,581 — — 11,581 — 11,581

Gain on debt extinguishment with related-parties under

common control

— — 36,110 — — 36,110 — 36,110

Increase in fair value of embedded conversion

feature from debt modification with entities

under common control — — 31,179 — — 31,179 — 31,179

Stock-based compensation expense — — 49,163 — — 49,163 — 49,163

2 unchanged sentences

Net share settlement for RSUs vesting ( 1,403,841 ) — ( 3,443 ) — — ( 3,443 ) — ( 3,443 )

Shares issued pursuant to litigation settlement 2,229,296 — 10,656 — — 10,656 — 10,656

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

Change in ownership interest in a joint venture

due to legal settlement

— — ( 4,199 ) — — ( 4,199 ) 4,199 —

Other comprehensive 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 )

421,569,115 42 1,930,936 ( 2,378,488 ) 183 ( 447,327 ) ( 2,493 ) ( 449,820 )

The accompanying notes are an integral part of these consolidated financial statements.

Table of Conten t s

ImmunityBio, Inc.

11 unchanged sentences

Shares Amount

Issuance of common stock “at-the market”

offering, net of commissions and

Issuance of common stock “at-the market” offering,

net of commissions and

offering costs of $ 660

427,368 — 3,625 — — 3,625 — 3,625

Issuance of common stock in exchange for notes

payable 209,291,936 21 269,966 — — 269,987 — 269,987

Issuance of shares in RDOs, net of discounts and

offering costs of $ 3,535 and value ascribed

to associated warrants

Conversion of related-party convertible notes and

accrued interest into equity 117,185,260 11 188,526 — — 188,537 — 188,537

Issuance of shares in an equity offering, net of

offering costs of $ 8,073

38,333,334 4 106,923 — — 106,927 — 106,927

Issuance of common stock in connection with the RIPA,

net of transaction costs of $ 473

Gain on debt extinguishment with related-parties under

common control

— — 10,418 — — 10,418 — 10,418

Gain on debt extinguishment with related-parties

under common control — — 36,110 — — 36,110 — 36,110

Increase in fair value of embedded conversion feature

from debt modification with entities under common

control — — 31,179 — — 31,179 — 31,179

Stock-based compensation expense — — 34,432 — — 34,432 — 34,432

2 unchanged sentences

Net share settlement for RSUs vesting ( 1,589,519 ) — ( 5,465 ) — — ( 5,465 ) — ( 5,465 )

Change in ownership interest in a joint venture due to

legal settlement — — ( 4,199 ) — — ( 4,199 ) 4,199 —

Other comprehensive income (loss), net of tax — — — — ( 173 ) ( 173 ) — ( 173 )

Exercise of warrants 22,242,740 3 163,519 — — 163,522 — 163,522

Exercise of Oberland stock option, net of commissions of $ 150

858,990 — 7,554 — — 7,554 — 7,554

Other comprehensive income, net of tax — — — — 1,188 1,188 — 1,188

Net loss — — — ( 413,564 ) — ( 413,564 ) ( 81 ) ( 413,645 )

Balance as of December 31, 2024 852,904,340 85 2,884,867 ( 3,375,248 ) 1,198 ( 489,098 ) 969 ( 488,129 )

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.

Table of Conten t s

ImmunityBio, Inc.

11 unchanged sentences

Shares Amount

Issuance of common stock “at-the-market”

offering, net of commissions and

Issuance of common stock “at-the market” offering,

net of commissions and

offering costs of $ 6,345

98,793,729 10 250,118 — — 250,128 — 250,128

Conversion of related-party convertible notes and

accrued interest into equity 117,185,260 11 188,526 — — 188,537 — 188,537

Issuance of shares in an equity offering, net of

offering costs of $ 8,073

Issuance of shares in equity offerings, net of

offering costs of $ 2,693 and value ascribed

to associated warrants

58,654,400 6 27,371 — — 27,377 — 27,377

Gain on debt extinguishment with related-parties under

common control — — 10,418 — — 10,418 — 10,418

Stock-based compensation expense — — 36,809 — — 36,809 — 36,809

2 unchanged sentences

Net share settlement for RSUs vesting ( 815,966 ) — ( 2,265 ) — — ( 2,265 ) — ( 2,265 )

Exercise of warrants 22,242,740 3 163,519 — — 163,522 — 163,522

Exercise of Oberland stock option, net of commissions of $ 150

858,990 — 7,554 — — 7,554 — 7,554

Other comprehensive income (loss), net of tax — — — — 1,188 1,188 — 1,188

Other comprehensive income, net of tax — — — — 27,758 27,758 — 27,758

Net loss — — — ( 351,398 ) — ( 351,398 ) ( 74 ) ( 351,472 )

Balance as of December 31, 2025 1,011,800,008 $ 101 $ 3,197,120 $ ( 3,726,646 ) $ 28,956 $ ( 500,469 ) $ 895 $ ( 499,574 )

852,904,340 $ 85 $ 2,884,867 $ ( 3,375,248 ) $ 1,198 $ ( 489,098 ) $ 969 $ ( 488,129 )

The accompanying notes are an integral part of these consolidated financial statements.

Table of Conten t s

ImmunityBio, Inc.

7 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Change in fair value of convertible note ( 43,472 ) 36,203 —

Non-cash interest expense related to the revenue interest liability 38,004 264 —

Stock-based compensation expense 34,432 49,163 40,179

Amortization of related-party notes discounts 22,587 42,396 16,282

Change in fair value of warrant liabilities ( 49,089 ) ( 19,955 ) 47,600

Change in fair value of related-party convertible note 42,773 ( 43,472 ) 36,203

Non-cash interest expense related to revenue interest liability 41,229 38,004 264

Stock-based compensation expense 36,809 34,432 49,163

Depreciation and amortization 15,525 17,554 18,512

Loss due to write-off of fixed assets 14,018 — —

Change in fair value of derivative liabilities ( 6,398 ) ( 13,477 ) —

Non-cash lease expense related to operating lease right-of-use assets 3,502 3,309 3,113

Accretion of discounts on marketable debt securities ( 1,489 ) ( 137 ) 1,318

Non-cash interest items, net (including amounts with related parties) 1,150 8,925 11,746

Unrealized losses on equity securities 632 1,591 4,190

Non-cash lease expense related to operating lease

right-of-use assets – related parties 2,754 2,447 2,999

Accretion of discounts on marketable debt securities, available-for-sale ( 2,745 ) ( 1,489 ) ( 137 )

Transaction costs allocated to warrant liabilities 2,167 — 2,010

Non-cash interest items, net ( 250 ) 1,150 8,925

Amortization of related-party notes discounts — 22,587 42,396

Unrealized losses on equity securities — 632 1,591

Impairment of intangible assets — — 886

Impairment of fixed assets — — 1,333

Other 570 109 ( 258 )

3 unchanged sentences

Prepaid expenses and other current assets ( 7,068 ) 3,681 4,925

Prepaid expenses – related parties 2,211 ( 1,978 ) 1,033

Other assets 803 ( 1,108 ) 1,764

1 unchanged sentence

Accrued expenses and other liabilities 3,184 ( 1,508 ) 6,689

Related parties 763 ( 1,129 ) ( 1,225 )

Due to and due from related parties, net 477 763 ( 1,129 )

Operating lease liabilities ( 3,749 ) ( 2,473 ) ( 1,228 )

Operating lease liabilities – related parties ( 3,461 ) ( 3,000 ) ( 1,750 )

Net cash used in operating activities ( 304,936 ) ( 391,236 ) ( 366,757 )

( 391,236 ) ( 366,757 ) ( 337,509 )

Investing activities:

1 unchanged sentence

Proceeds from maturities of marketable debt securities, available-for-sale 64,897 115,586 10,100

Proceeds from sales of marketable debt and equity securities 21,021 372 33,812

Proceeds from sales of marketable debt securities, available-for-sale 30,927 21,021 372

Purchases of property, plant and equipment ( 3,846 ) ( 6,888 ) ( 30,584 )

Software development costs ( 406 ) — —

Acquisition of a business, net of transaction costs — ( 1,000 ) —

Cash paid for other investments — ( 747 ) —

Purchase of intangible assets — — ( 21,229 )

Investment in joint venture – an equity method investment — — ( 1,000 )

Net cash (used in) provided by investing activities

( 12,246 ) ( 30,470 ) 27,297

Net cash used in investing activities ( 149,801 ) ( 12,246 ) ( 30,470 )

The accompanying notes are an integral part of these consolidated financial statements.

Table of Conten t s

ImmunityBio, Inc.

5 unchanged sentences

Financing activities:

Proceeds from equity offerings,

net of discounts and issuance costs $ 111,357 $ 100,561 $ 60,427

Proceeds from the RIPA, net of issuance costs 96,956 192,764 —

Proceeds from exercises of warrants 73,281 — —

Proceeds from equity offerings, net of discounts and issuance costs $ 400,562 $ 111,357 $ 100,561

Proceeds from short-term borrowings 2,884 — —

Net share settlement for RSUs vesting ( 2,265 ) ( 5,465 ) ( 3,443 )

Proceeds from exercise of Oberland stock option, net of commissions 4,850 — —

Principal payments on premium financing ( 1,132 ) — —

Proceeds from exercises of stock options 220 715 294

Principal payments of finance leases ( 28 ) ( 64 ) ( 77 )

Proceeds from the RIPA, net of issuance costs — 96,956 192,764

Proceeds from exercises of warrants — 73,281 —

Proceeds from exercise of Oberland stock option, net of commissions — 4,850 —

Proceeds from issuance of related-party promissory notes,

net of issuance costs paid — — 258,700

— 258,700 174,125

Proceeds from stock issuance in connection with the RIPA,

net of transaction costs — 9,542 —

Payment for contingent consideration — — ( 339 )

Proceeds from stock option issuance in connection with

the RIPA, net of transaction costs — — 9,542

Net cash provided by financing activities 400,241 281,630 558,341

281,630 558,341 233,613

Effect of exchange rate changes on cash and cash equivalents, and

restricted cash

15 ( 23 ) ( 292 )

Net change in cash and cash equivalents, and restricted cash ( 54,481 ) ( 121,875 ) 160,822

2 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Table of Conten t s

ImmunityBio, Inc.

4 unchanged sentences

2025 2024 2023

Reconciliation of cash and cash equivalents, and restricted cash,

Reconciliation of cash, cash equivalents, and restricted cash, end of year:

Cash and cash equivalents $ 88,334 $ 143,428 $ 265,453

Restricted cash ( Note 2 )

Cash and cash equivalents, and restricted cash, end of year $ 143,912 $ 265,787 $ 104,965

1,097 484 334

Cash, cash equivalents, and restricted cash, end of year $ 89,431 $ 143,912 $ 265,787

Supplemental disclosure of cash flow information:

2 unchanged sentences

Income taxes — 15 8

Supplemental disclosure of non-cash activities:

Non-cash investing and financing activities:

Initial measurement of warrants issued in connection with

equity offerings accounted for as liabilities

$ 124,931 $ — $ 49,534

Issuance of common stock upon vesting of RSUs 5,915 14,623 10,456

Right-of-use assets obtained in exchange for operating lease liabilities 5,903 2,576 —

Property and equipment purchases included in accounts payable,

accrued expenses and other liabilities, and due to related parties

1,355 748 1,156

Right-of-use assets obtained in exchange for finance lease liabilities 307 — —

Unpaid offering costs included in accounts payable, and accrued expenses

and other liabilities 293 805 255

Conversion of related-party convertible notes and accrued interest,

net of unamortized discount, into equity — 188,537 269,987

Gain on debt extinguishment with related-parties under common control $ 10,418 $ 36,110 $ 82,858

Right-of-use assets obtained in exchange for

operating lease liabilities $ 2,576 $ — $ 14,798

Unpaid offering and transaction costs included in accounts payable

and accrued expenses $ 805 $ 255 $ 277

Property and equipment purchases included in accounts payable,

accrued expenses and due to related parties $ 748 $ 1,156 $ 12,693

Initial measurement of warrants issued in connection with

RDOs accounted for as liabilities $ — $ 49,534 $ 35,096

Increase in fair value of embedded conversion feature from

debt modification $ — $ 31,179 $ —

Gain on extinguishment of debt with related parties under common control — 10,418 36,110

Increase in fair value of embedded conversion feature from debt modification — — 31,179

Change in ownership interest in a joint venture due to legal settlement — — 4,199

Right-of-use assets disposed in exchange for

operating lease liabilities $ — $ ( 3,777 ) $ —

Common stock issuance discount related to the revenue interest liability $ — $ 2,039 $ —

Common stock issued pursuant to litigation settlement $ — $ — $ 10,656

Right-of-use assets disposed in exchange for operating lease liabilities — — ( 3,777 )

Common stock issuance discount related to revenue interest liability — — 2,039

The accompanying notes are an integral part of these consolidated financial statements.

Table of Conten t s

ImmunityBio, Inc.

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Description of Business

In these notes to the consolidated financial statements, the terms “ImmunityBio,” “the company,” “we,” “us,” and “our” refer to ImmunityBio and subsidiaries.

ImmunityBio is a vertically-integrated commercial stage biotechnology company developing next-generation therapies that bolster the natural immune system to defeat cancers and infectious diseases.

The company’s range of immunotherapy platforms, alone and together, act to drive an immune response with the goal of creating durable immune memory generating safe protection against disease.

We are applying our science and platforms to treating cancers, including the development of potential cancer vaccines, as well as developing immunotherapies and cell therapies that we believe sharply reduce or eliminate the need for standard high-dose chemotherapy.

These platforms and their associated product candidates are designed to be more effective, accessible, and easily administered than current standards of care in oncology and infectious diseases.

Our platforms and their associated product and 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 CPIs, by turning immunologically cold, MHC-deficient tumors hot and/or reducing the need for standard high-dose chemotherapy in cancer by employing a coordinated approach to establish “immunological memory” that confers long-term benefit for the patient.

Our proprietary platforms for the development of biologic products and product candidates include:

(i) cytokine fusion proteins, (ii) vaccine vectors, and (iii) cell therapies.

Specifically, our core clinical focus is on bladder and lung cancers with additional clinical efforts in prostate and colorectal cancers, hematologic malignancies 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 product ANKTIVA is a novel first-in-class IL-15 receptor superagonist antibody-cytokine fusion protein.

On April 22, 2024, the FDA approved our product, ANKTIVA with BCG for the treatment of adult patients with BCG-unresponsive NMIBC with CIS with or without papillary tumors.

ANKTIVA was approved with a label indicating an immunological mechanism of action which proliferates and activates NK, CD8+ and memory T cells without the proliferation of immunosuppressive T-reg cells.

We began commercial distribution of our approved product in May 2024.

In these notes to the consolidated financial statements, the terms “ImmunityBio,” “the company,” “we,” “us,” and “our” refer to ImmunityBio and its subsidiaries.

ImmunityBio, Inc.

is a biotechnology company focused on innovating, developing, and commercializing next-generation immunotherapies designed to activate the patient’s immune system and deliver durable protection against cancer and infectious diseases.

Our approach harnesses both the adaptive and innate immune systems with the goal of restoring immune function and generating lasting immunological memory in patients.

At the core of our strategy is the Cancer BioShield platform, which is designed to stimulate critical lymphocytes, including natural killer (NK) cells, cytotoxic T cells, and memory T cells via our proprietary IL-15 superagonist, ANKTIVA (nogapendekin alfa inbakicept).

Our Cancer BioShield platform is anchored by this antibody-cytokine fusion protein and is complemented by a portfolio that includes adenovirus-vectored vaccines, allogeneic (off-the-shelf) and autologous NK-cell therapies, and additional immunomodulators intended to promote immunogenic cell death and support durable immune responses while potentially reducing reliance on high-dose chemo-radiation therapy.

Summary of Significant Accounting Policies

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GAAP and pursuant to the rules and regulations of the SEC.

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.

Certain items in 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 accompanying 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.

The accompanying consolidated financial statements include the accounts of the company and its wholly-owned subsidiaries, and one non wholly-owned subsidiary.

All 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.

Table of Conten t s

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 impact 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.

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 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 and anticipated future events, and accordingly, actual results may ultimately differ materially from those estimates.

As of December 31, 2025, the company had an accumulated deficit of $ 3.7 billion.

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The company will need to obtain additional financing to fund our future operations, including the commercialization of our approved product and the development and commercialization of our other product candidates.

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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

We expect to take some time to generate sufficient revenue from our approved product to offset expenses.

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 significant sales of our approved product or additional funds, we may choose to delay or reduce our operating or investment expenditures.

Further, because of the risk and uncertainties associated with the global commercialization of our approved product and our other product candidates, we may need additional funds to meet our needs sooner than planned.

As a result of continuing anticipated operating cash outflows as we commercialize our approved product and accelerate our development efforts, we believe that substantial doubt exists regarding our ability to continue as a going concern without additional funding or financial support.

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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 Founder, 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.

In addition to funds from the future sales of our approved product, which we expect to take time to establish, 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 significant sales of our approved product or additional funds, we may choose to delay or reduce our operating or investment expenditures.

Further, because of the risk and uncertainties associated with the commercialization of our approved product and our other product candidates, 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.

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 and anticipated future events, and accordingly, actual results may ultimately differ materially from those estimates.

Table of Conten t s

Revenue Recognition

Product Revenue, Net

After FDA approval in April 2024, the company began recognizing revenue from the sale of ANKTIVA in accordance with ASC 606.

The provisions of ASC 606 require the following steps to determine revenue recognition:

(i) identification of contract with the customers;

(ii) identification of performance obligations;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations based on estimated selling prices;

and (v) recognition of revenue when (or as) we satisfy each performance obligation.

At contract inception, we assess the goods or services promised within each contract, determine whether each promised good or service is distinct and identify those that are performance obligations.

We recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The company entered into a third-party logistics agreement to engage a 3PL Agent to distribute the company’s products to its customers.

The 3PL Agent provides services to the company that include storage, shipping and distribution, processing product returns, as well as customer service, order to cash, and logistics support.

The company’s customers are currently limited to pharmaceutical specialty distributors and specialty pharmacy.

The company primarily sells ANKTIVA to specialty distributors through a drop-ship arrangement under which orders from various healthcare institutions such as hospitals, medical facilities, physician practices, pharmacies and government agencies are processed through and controlled by specialty distributors.

Under the drop-ship arrangement, the 3PL Agent ships the product to various health care institutions without the specialty distributor ever taking physical possession of the product.

The company recognizes product revenue when ANKTIVA is delivered to the end user as instructed and controlled by specialty distributors.

The company also sells ANKTIVA directly to a specialty pharmacy who then subsequently distributes ANKTIVA to physicians, clinics, and certain medical centers, hospitals or other healthcare institutions.

The company recognizes product revenue when ANKTIVA is delivered to the specialty pharmacy location.

Product Sales and Sales Deductions

The company recognizes product revenue from product sales when obligations under the terms of a contract with a customer are satisfied.

This occurs upon transfer of control of a product to a customer, generally upon delivery, based on an amount that reflects the consideration to which we expect to be entitled, net of accruals for estimated rebates, wholesaler chargebacks, discounts and other deductions (collectively, sales deductions) and returns established at the time of sale.

The company’s customers are currently limited to pharmaceutical specialty distributors and a specialty pharmacy as the company currently operates under a third-party logistics agreement to engage a 3PL Agent to distribute the company’s products to its customers.

Product revenue is recorded with each sale at wholesale acquisition cost, net of:

(a) consideration payable to customers;

and (b) variable considerations.

The company pays fees to the specialty distributors for certain administrative services associated with the distribution of the product wherein the terms of which are also detailed in its contracts.

and (b) variable consideration.

The company pays fees to the specialty distributors and specialty pharmacy for certain administrative services associated with the distribution of the product.

Such fees are not for a distinct good or service and, accordingly, are recorded as a reduction of revenue, as well as a reduction of accounts receivable (trade discounts) or as a component of accrued expenses (distributor fees).

The variable consideration components include, but are not limited to, prompt payment discounts, product returns, chargebacks, rebates, and co-payment assistance, which are collectively referred to as “Gross-to-Net Adjustments.” In accordance with ASC 606, the company must make significant judgments to determine the estimates for certain variable considerations.

The variable consideration components include, but are not limited to, prompt payment discounts, product returns, chargebacks, rebates, and co-payment assistance, which are collectively referred to as “gross-to-net adjustments.” In accordance with ASC 606, the company must make judgments to determine the estimates for certain variable considerations.

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

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Where appropriate, these estimates are based on factors such as industry and forecasted customer buying and payment patterns, our experience, current contractual and statutory requirements, and specific known market events and trends.

Variable considerations are reassessed each reporting period, and adjustments are recorded on a cumulative catch-up basis, which affects product revenue and net income in the period of adjustment.

Variable consideration is reassessed each reporting period, and adjustments are recorded on a cumulative catch-up basis, which affects product revenue and net income in the period of adjustment.

The actual amounts of variable consideration ultimately received may differ from our estimates.

If actual results in future periods vary from our estimates, we adjust these estimates accordingly.

As we gain more experience, estimates will be more heavily based on the expected utilization from historical data we have accumulated since the ANKTIVA product launch.

The consideration payable to customers and contingent considerations reflect our best estimates of the amount of consideration to which we are entitled based on the terms of the contracts.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Other Revenues

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The company expects to continue to generate revenue from these programs.

Table of Conten t s

We sell our proprietary GMP-in-a-Box bioreactors and related consumables to affiliated companies and third parties.

The arrangements typically include delivery of bioreactors, consumables, and providing installation service and perpetual software licenses for using the equipment.

The arrangements typically include delivery of bioreactors, consumables, and providing installation service, extended warranty 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.

License Agreements with Third Parties

The company has nonexclusive license agreements with a limited number of pharmaceutical and biotechnology companies that grant them the right to use our cell lines and intellectual property for non-clinical use.

The company also has nonexclusive license agreements with a limited number of pharmaceutical and biotechnology companies that 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.

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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.

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 prospectively as a cumulative adjustment to revenue recognized in the current period.

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.

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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

Cost of Sales

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Accounts Receivable, Net

Accounts receivable is recorded net of allowances for prompt payment discounts, product returns, chargebacks, and credit losses.

Accounts receivable is recorded net of allowances for prompt payment discounts, product returns, chargebacks, distributor fees, and credit losses.

The company estimates an allowance for credit losses by considering factors such as credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay.

As of December 31, 2024, the credit profile for the company’s counterparty was deemed to be in good standing, and as such an allowance for credit losses was not recorded.

Table of Conten t s

As of December 31, 2025, the credit profile for the company’s counterparties was deemed to be in good standing, and as such an allowance for credit losses was not recorded.

Inventories are stated at the lower of cost or net realizable value.

Cost, which includes amounts related to materials, labor and overhead, is determined in a manner that approximates the first-in, first-out method.

The company classifies inventory as long-term when a sale of the inventory is expected beyond 12 months.

Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation.

Inventory reserves are established based on the analysis of inventory levels for excess quantities and obsolescence, considering factors such as historical and anticipated future sales compared to quantities on hand and the remaining shelf life.

See Note 4 “ Inventories” for more information.

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.

The company records 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 evaluate, on a quarterly basis, developments in legal proceedings and other matters that could cause a change in the potential amount of the liability previously recorded or the range of potential losses disclosed.

Concentration of Major Customers

The company relies heavily on the limited number of customers to market and distribute ANKTIVA to various healthcare institutions or end users through the drop-ship arrangement.

For the year ended December 31, 2024, approximately 92 % of our total gross revenue was from our top three customers.

The largest customer accounted for 38 % of our total revenue, while the second and third largest accounted for 29 % and 25 %, respectively.

As of December 31, 2024, our accounts receivable, net are mainly from sales of ANKTIVA, and the majority are from specialty distributors.

The company relies heavily on a limited number of customers to market and distribute ANKTIVA to various healthcare institutions or end users.

During the year ended December 31, 2025, approximately 96 % of our total gross revenue was from our top four customers, which accounted for 42 %, 19 %, 18 % and 17 % of our total revenue, respectively.

As of December 31, 2025, our trade accounts receivable, net are mainly from sales of ANKTIVA.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Our dependency on a few key customers exposes us to several risks, including the potential for disruptions in our distribution network, changes in customers’ business strategies, or financial difficulties faced by these customers.

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Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject us to concentration of risk consist principally of cash and cash equivalents, marketable securities, accounts receivable and a convertible note receivable.

Financial instruments that potentially subject us to concentration of risk consist principally of cash and cash equivalents, marketable securities, trade accounts receivable 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.

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We have not experienced any losses on such accounts.

The company is also subject to credit risk related to its trade accounts receivable from product sales.

ANKTIVA is distributed primarily through specialty distributors and a specialty pharmacy.

The company is operating under a title model with its 3PL Agent and the 3PL Agent retains all credit and collection risk on sales to the company’s specialty distributors and specialty pharmacy.

As of December 31, 2025, the company’s 3PL Agent made up 100 % of its trade accounts receivable, net balance.

Historically, the company has not experienced any credit losses from product sales.

We also monitor the creditworthiness of the borrower of the convertible note receivable.

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.

Our product and product candidates will require incremental approvals or clearances from the FDA or international regulatory agencies prior to commercial sales.

There can be no assurance that any of our product or 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.

Table of Conten t s

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.

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, 2024, 2023 and 2022.

Restricted cash includes multiple bank accounts being held as collateral, which are pledged for the company’s credit card program, as well as a substitute letter of credit for certain of our leased properties.

The landlords are the beneficiaries of the cash collateral account related to certain of our leased properties, and we are unable to access the funds during the terms of the leases.

Restricted cash is included in other assets, on the consolidated balance sheet.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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 company holds investments in marketable debt securities consist mainly of government-sponsored securities.

Marketable debt securities with remaining maturities greater than three months when acquired are classified as available-for-sale.

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.

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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, 2024, 2023 and 2022.

Our other-than-temporary impairments are further discussed in Note 8 “ Financial Instruments .”

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 , on the consolidated statement of operations.

Table of Conten t s

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 investee 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 investee, if any, in loss on equity method investment , on the consolidated statement of operations.

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.

Property, plant and equipment are stated at historical cost less accumulated depreciation and, if applicable, impairment charges.

We review our property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

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

Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets.

Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated lives or lease terms.

See Note 5 “Property, Plant and Equipment, Net” for information regarding the estimated useful lives of our assets.

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 income (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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Intangible Assets, Net

Intangible assets acquired in a business combination are initially recognized at their fair value on the acquisition date.

Acquired indefinite-lived assets, such as IPR&D acquired in a business combination, are not amortized until they become definite-lived assets, upon the successful completion of the associated research and development effort.

At that time, we determine the useful life of the asset and begin amortization.

If the associated research and development effort is abandoned, the related IPR&D assets are written-off and an impairment charge recorded.

IPR&D acquired in an asset acquisition is expensed immediately.

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.

Impairment of Long-lived and Indefinite-lived Assets

The company accounts for the impairment and disposition of long-lived assets in accordance with FASB ASC Topic 360, Property, Plant, and Equipment .

The company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

If so, the company makes an assessment of recoverability of the net carrying value of the asset group in which the long-lived asset resides over the remaining useful life of the primary asset in the asset group.

The asset group is determined based on the lowest level for which identifiable cash flows can be identified.

If this assessment indicates that the long-lived asset group is not recoverable, based on the estimated undiscounted future cash flows of the asset group, the company reduces the net carrying value of the related long-lived assets in the asset group to fair value and may adjust the remaining amortization period.

The company accounts for the impairment and disposition of indefinite-lived intangible assets in accordance with FASB ASC Topic 350, Intangibles—Goodwill and Other .

The company evaluates qualitative factors for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the assets are impaired.

If after the qualitative testing, it is more likely than not that the assets are impaired, then the company shall calculate the fair value of the assets and perform the quantitative impairment test by comparing the fair value of the assets with their carrying values.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying values of the assets exceed their fair value.

Asset Acquisitions and Business Combinations

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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.

Acquisition costs related to a business combination are expensed as incurred.

Table of Conten t s

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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Contingent consideration incurred in connection with a business combination is recorded at fair values on the acquisition date and re-measured at its revised fair value each subsequent reporting period until the related contingencies are resolved.

The resulting changes in fair value are recorded in operating expenses 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.

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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.

At that time, we evaluate whether the recorded 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.

IPR&D acquired in an asset acquisition is expensed immediately.

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.

Patent costs, including related legal costs, are expensed as incurred and recorded in selling, general and administrative expense, on the consolidated statement of operations.

Cloud Computing Arrangement

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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.

Table of Conten t s

Our Level 1 assets consist of bank deposits, treasuries, 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.

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We will continue to review the fair value inputs on a quarterly basis.

See Note 9 “Fair Value Measurements” for more information.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Collaboration Arrangements

We analyze our collaboration arrangements to assess whether they are within the scope of FASB ASC Topic 808, Collaborative Arrangements (ASC 808).

We analyze our collaboration arrangements to assess whether they are within the scope of ASC 808.

A collaborative arrangement is a contractual arrangement that involves joint operating activity.

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Our collaboration arrangements are further discussed in Note 10 “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

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Monthly accruals are made for all quarterly billing arrangements.

Table of Conten t s

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.

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.

The company determines whether an arrangement contains a lease at the inception of the contract and classify each lease as a finance lease or an operating lease.

For all leases other than short-term leases, the company recognizes right-of-use assets and a lease liabilities at commencement date.

The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.

The lease liability is measured as the present value of the lease payments over the lease term.

When determining the present value of lease payments, the company uses incremental borrowing rate on the date of lease commencement, or the rate implicit in the lease, if known.

Operating lease expense is recognized on a straight-line basis over the lease term.

The depreciable life of operating right-of-use-assets and leasehold improvements is determined by the expected lease term.

For finance leases, the right-of-use asset is amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset.

In those cases, the right-of-use asset is amortized over the useful life of the underlying asset.

The company elected not to recognize right-of-use assets and lease liabilities for qualifying short-term leases with an initial lease term of one year or less.

The lease term includes the non-cancellable period of the lease.

The company does not assume renewal options in our lease term assessment unless the company is reasonably certain at lease inception.

Any assumptions that the company made at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification.

A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use.

When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The company elected to account for lease and non-lease components together as a single lease component for all underlying assets.

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.

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.

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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 meet all criteria for equity classification, the warrants are required to be recorded at their initial fair value at the time of issuance, as a component of additional paid-in capital, on the consolidated statement of stockholders’ deficit.

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.

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The fair value of the warrants was estimated using the Black-Scholes option pricing model.

Table of Conten t s

Fair Value Option Election

Related-Party Convertible Note at Fair Value

The company elected to apply the FVO method of accounting in accordance with ASC 825 and accounts for certain of its notes and embedded derivatives at fair value as a single instrument in accordance with ASC 815.

The notes for which the FVO is elected are recorded at fair value upon the date of issuance and subsequently remeasured to fair value at each reporting period.

Changes in the fair value of the notes accounted for at fair value are recorded as a component of other income (expense), net, on the consolidated statement of operations.

Any changes in fair value caused by instrument-specific credit risk are recorded separately in other comprehensive income (loss), on the consolidated statement of comprehensive loss.

Changes in the fair value of the notes accounted for at fair value are recorded as a component of other income (expense), net , on the consolidated statement of operations, except that changes in fair value caused by instrument-specific credit risk are recorded separately in other comprehensive income (loss), on the consolidated statement of comprehensive loss.

The cumulative amount previously recorded in other comprehensive income (loss) resulting from changes in the instrument-specific credit risk for extinguished notes are reclassified and reported in current earnings on the consolidated statement of operations.

All costs associated with the issuance of the convertible promissory note accounted for using the FVO were expensed upon issuance.

The company has applied the FVO on the $ 505.0 million December 2024 Promissory Note and $ 30.0 million March 2023 Promissory Note prior to its extinguishment on December 29, 2023.

During the year ended December 31, 2024, the company recorded $ 1.2 million of changes in fair value related to instrument-specific credit risk.

The company applied the FVO to the $ 505 million December 2024 Promissory Note and $ 30 million March 2023 Promissory Note prior to its extinguishment on December 29, 2023.

See Note 14 “Related-Party Debt” for more information.

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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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

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We did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2025 and 2024.

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

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Pursuant to the RIPA, Oberland acquired certain Revenue Interests (as defined in the RIPA) from us for a gross purchase price of $ 200.0 million paid on closing and acquired additional Revenue Interests from us for a gross purchase price of $ 100.0 million paid on May 13, 2024.

Table of Conten t s

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.

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.

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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 was initially measured at fair value and is remeasured to fair value at each reporting date until the derivative is settled.

During the year ended December 31, 2024, the terms of an embedded derivative related to a contingent exercisable prepayment feature of a related-party convertible note (the $ 505 million December 2023 Promissory Note) required bifurcation.

This embedded derivative was initially measured at fair value and was remeasured to fair value at each reporting date until the derivative would be settled.

On December 10, 2024, the company and Nant Capital entered into a second amended and restated promissory note (the $ 505 million December 2024 Promissory Note) for which the FVO method of accounting was elected.

As such, the bifurcation of the embedded derivative is not required.

As such, the bifurcation of the embedded derivative was no longer required.

The embedded derivative is now included within the fair value of the second amended and restated promissory note recorded within related-party convertible note payable at fair value , on the consolidated balance sheet.

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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 income (expense), net , on the consolidated statement of operations.

Research and Development Costs

Costs incurred in research and development are expensed as incurred.

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.

We record accruals for estimated costs under these contracts.

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.

Actual results could differ from our estimates.

We adjust the accruals in the period when actual costs become known.

Table of Conten t s

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Stock-Based Compensation

We account for stock-based compensation under the provisions of ASC 718.

The company accounts for stock-based compensation under the provisions of ASC 718.

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period.

We estimate fair value of each stock option award on the date of grant using the Black-Scholes option pricing model.

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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, 2024, 2023 and 2022, respectively, and NANTibody, of which we controlled 100.0 % as of December 31, 2024 and 2023, and 60.0 % as of December 31, 2022, 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, 2024 and 2023, there were no outstanding advances due from GlobeImmune under the promissory note agreement.

During the years ended December 31, 2024, 2023, and 2022, GlobeImmune recognized no revenue and recognized operating expenses of $ 0.3 million during the years ended December 31, 2024 and 2023, and $ 0.5 million during the year ended December 31, 2022.

As of both December 31, 2024 and 2023, the consolidated balance sheets included approximately $ 1.4 million of total assets that can only be used to settle obligations of GlobeImmune, and immaterial 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.

We have operations and hold assets in Italy.

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.

In 2025, we also formed a wholly-owned subsidiary in Ireland.

However, the subsidiary in Ireland did not have any transactions during year ended December 31, 2025.

Adjustments resulting from translating the financial statements of the foreign subsidiary into U.S.

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Transaction gains and losses are recorded in other income (expense), net, on the consolidated statement of operations.

Table of Conten t s

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.

The following table reflects the calculation of basic and diluted loss per common share (in thousands, except per share data):

Year Ended December 31,

2024 2023 2022

Net loss per ImmunityBio common share – basic

Net loss attributable to ImmunityBio common stockholders $ ( 413,564 ) $ ( 583,196 ) $ ( 416,567 )

Weighted-average number of common shares outstanding – basic 697,312 508,636 399,900

Net loss per ImmunityBio common share – basic $ ( 0.59 ) $ ( 1.15 ) $ ( 1.04 )

Net loss per ImmunityBio common share – diluted

Net loss $ ( 413,645 ) $ ( 583,852 ) $ ( 417,320 )

Net loss attributable to noncontrolling interests, net of tax ( 81 ) ( 656 ) ( 753 )

Decrease in fair value of warrant liabilities ( 19,921 ) — —

Numerator for net loss per ImmunityBio common share – diluted $ ( 433,485 ) $ ( 583,196 ) $ ( 416,567 )

Weighted-average number of common shares outstanding – basic 697,312 508,636 399,900

Dilutive effect of assumed exercise of “in-the-money” third-party

warrants 3,131 — —

Denominator for net loss per ImmunityBio common share – diluted 700,443 508,636 399,900

Net loss per ImmunityBio common share – diluted $ ( 0.62 ) $ ( 1.15 ) $ ( 1.04 )

Potentially dilutive securities, whose effect would have been antidilutive, were excluded from the computation of diluted net loss per share.

The following table details the number of shares of common stock underlying those securities that were excluded from the computation of weighted-average number of common shares outstanding – diluted (shares in thousands):

As of December 31,

2024 2023 2022

Related-party convertible notes 93,053 162,472 46,275

Outstanding stock options 15,408 9,820 9,263

Outstanding RSUs 5,945 7,504 6,551

Outstanding related-party warrants 1,638 1,638 1,638

Outstanding third-party warrants — 37,733 9,091

Total 116,044 219,167 72,818

The potentially dilutive securities shown in the table above exclude an option to purchase up to approximately $ 5.0 million of the company’s common stock pursuant to the SPOA entered in connection with the RIPA, as the exercise price cannot be determined until the date of exercise.

See Note 15 “Stockholders’ Deficit” for more information.

Table of Conten t s

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Recent Accounting Pronouncements

Application of New or Revised Accounting Standards – Adopted

In June 2022, the FASB issued ASU 2022-03 , Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

This ASU also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and introduces certain disclosure requirements for equity securities subject to such restrictions.

We adopted this ASU on January 1, 2024 on a prospective basis with no impact on our consolidated financial statements.

In March 2023, the FASB issued ASU 2023-01, Leases – Common Control Arrangements (Topic 842).

This ASU provides updated guidance for accounting for leasehold improvements associated with common control leases.

We adopted this ASU on January 1, 2024 on a prospective basis with no impact on our consolidated financial statements.

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 adopted this ASU on December 31, 2024 on a retrospective basis.

See Note 19 “Segment and Geographic Information” for more information.

Application of New or Revised Accounting Standards – Not Yet Adopted

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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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and income tax expense (or benefit).

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of this standard on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40):

This ASU was effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted this ASU on December 31, 2025 on a prospective basis.

See Note 19 “Income Taxes” for more information.

Application of New or Revised Accounting Standards – Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

In January 2025, the FASB issued ASU 2025-01 to clarify the effective date.

All public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

This ASU may be applied either on a prospective or retrospective basis.

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This ASU is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the impact of this standard on our disclosures.

We do not expect this ASU to have a material impact on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

The ASU is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the impact of this standard and do not expect the adoption to have a material impact on our consolidated financial statements.

We expect to apply the practical expedient for qualifying current receivables and contract assets upon adoption.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which clarifies and modernizes the accounting for costs related to internal-use software.

The amendments in ASU 2025-06 remove all references to project stages and clarify the threshold entities apply to begin capitalizing costs.

The ASU is effective for fiscal years beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the impact of this standard on our consolidated financial statements.

Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC) and the SEC during the year ended December 31, 2025 did not, or are not expected to, have a material effect on our consolidated financial statements.

Table of Conten t s

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

As discussed in Note 2 “Summary of Significant Accounting Policies , ” revenues are recognized in accordance with ASC 606.

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Product Revenue, Net

During the year ended December 31, 2024, our only source of product revenue has been from U.S.

During the years ended December 31, 2025 and 2024, our product revenue has been from U.S.

sales of ANKTIVA, which we began shipping to customers in May 2024.

During the year ended December 31, 2024, approximately $ 1.6 million of gross-to-net adjustments have been recorded as a reduction of revenue on the consolidated statement of operations .

As of December 31, 2024, approximately $ 0.2 million of allowances for prompt payment discounts, product returns and chargebacks were included in accounts receivable, net, and approximately $ 0.5 million related to accrued rebates, distributor fees and co-payment assistance were included in accrued expenses and other current liabilities, on the consolidated balance sheet.

Other Revenues

During the years ended December 31, 2024, 2023 and 2022, our primary sources of other revenues were bioreactors and related consumable product sales.

During the years ended December 31, 2025 and 2024, approximately $ 21.1 million and $ 1.6 million of gross-to-net adjustments have been recorded as a reduction of revenue on the consolidated statements of operations, respectively .

As of December 31, 2025 and 2024, approximately $ 2.0 million and $ 0.2 million of allowances for prompt payment discounts, product returns and chargebacks were included in accounts receivable, net, and approximately $ 6.3 million and $ 0.5 million related to accrued rebates, co-payment assistance and other fees were included in accrued expenses and other current liabilities, on the consolidated balance sheets, respectively.

Inventories consist of the following (in thousands):

As of December 31,

Raw materials $ — $ —

Work-in-progress $ 12,524 $ 7,505

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Inventories $ 14,418 $ 8,272

As of December 31, 2025, the company had $ 1.1 million of inventory on hand that was acquired prior to regulatory approvals.

This inventory was expensed in research and development expense , on the consolidated statement of operation, as the future economic benefit was not probable.

We began capitalizing inventory costs associated with ANKTIVA after receiving FDA approval in April 2024 when it was determined that the inventory had a probable future economic benefit.

Inventory is stated at the lower of cost or net realizable value and consists of raw materials, work-in-progress and finished goods.

Cost is determined using a standard cost method, which approximates actual cost, and assumes a FIFO flow of goods.

Inventory that is used for clinical development purposes is expensed in research and development expense , on the consolidated statement of operations when consumed.

Cost of sales consists primarily of third-party manufacturing costs, distribution, and overhead costs related to sales of approved product subsequent to receiving regulatory approval.

Cost of sales may also include costs related to excess or obsolete inventory adjustment charges, abnormal costs, unabsorbed manufacturing and overhead costs, and manufacturing variances.

All costs associated with the production of ANKTIVA prior to receiving regulatory approval were expensed in research and development expense , on the consolidated statement of operations in the period incurred and therefore are not reflected in cost of sales.

Table of Conten t s

The work-in-progress materials consists of bulk drug substance and drug product, which have a multi-year shelf life.

When the bulk drug substance is manufactured into ANKTIVA drug product, those goods have a shelf life of two years from the date of manufacture.

During September 2024, the shelf life of ANKTIVA drug product was extended to three years.

The work-in-progress drug product gets converted to finished goods at the time of labeling.

Our expectation is to sell finished goods at least twelve months prior to expiration.

Due to our long manufacturing lead time, it was necessary to build up inventory in support of ANKTIVA forecasted sales.

As a result of being in the early stages of the ANKTIVA product launch, the company is continuing to evaluate the length of its operating cycle.

On a quarterly basis, the company analyzes its inventory levels for excess quantities and obsolescence (expiration), taking into account factors such as historical and anticipated future sales compared to quantities on hand and the remaining shelf life.

As of December 31, 2024, we determined that a reserve related to ANKTIVA inventory for excess quantities and obsolescence was not required.

In addition, since the FDA approval of ANKTIVA the company has not recorded any inventory write downs.

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,

Prepaid services $ 7,762 $ 5,869

Prepaid research and development costs 5,815 7,847

Prepaid software license fees 2,687 2,100

Prepaid insurance 2,057 2,242

Prepaid rent 1,532 1,113

Prepaid equipment maintenance 1,448 1,183

Insurance premium financing asset 1,248 1,475

ERP system implementation cost 187 1,087

Insurance claims receivable — 1,149

Other 1,116 1,538

Prepaid expenses and other current assets $ 23,852 $ 25,603

The company’s long-term inventories consist of work-in-process and finished goods that are expected to be sold beyond 12 months.

As of December 31, 2025, the allowance for inventory reserve was $ 0.2 million.

As of December 31, 2024, no allowance for inventory reserve was recorded.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Property, Plant and Equipment, Net

Property, plant and equipment, net, consist of the following (in thousands):

As of December 31,

(in years) As of December 31,

Leasehold improvements (1) $ 73,141 $ 73,126

Equipment 73,578 69,915

Equipment 3 to 7 years

63,259 73,578

Construction in progress 86,433 86,417

Software 1,697 1,666

Furniture & fixtures 1,865 1,889

Furniture & fixtures 5 years

Software 3 years

Gross property, plant and equipment 226,749 236,683

Accumulated depreciation and amortization 99,589 84,376

Accumulated depreciation 112,485 99,589

Property, plant and equipment, net $ 114,264 $ 137,094

Table of Conten t s

_______________

(1) The useful life of leasehold improvements is the shorter of the lease term or life of the asset.

During the years ended December 31, 2025, 2024 and 2023, depreciation expense related to property, plant and equipment totaled $ 13.4 million, $ 15.5 million and $ 16.5 million, respectively.

Goodwill and Intangible Assets, Net

The gross carrying amounts, accumulated amortization and impairment of goodwill and intangible assets, net are as follows at the dates indicated (in thousands):

Goodwill and Intangible Assets, Net

Intangible assets, net and goodwill are as follows (in thousands):

December 31, 2025

Life Remaining

(in years) Gross Carrying

Amount Accumulated

Amortization Accumulated

Impairment Net Carrying

Amortization Net Carrying

Definite-lived:

Favorable leasehold rights 3.0 $ 20,398 $ ( 7,905 ) $ 12,493

Developed technology 4.5 553 ( 55 ) 498

Total definite-lived assets 20,951 ( 7,960 ) 12,991

Indefinite-lived:

IPR&D 1,375 — ( 886 ) 489

Goodwill 910 — 910

In-process software development 52 — 52

Total indefinite-lived assets 962 — 962

Goodwill and intangible assets, net $ 21,913 $ ( 7,960 ) $ 13,953

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2024

Life Remaining

(in years) Gross Carrying

Amount Accumulated

Amortization Accumulated

Impairment Net Carrying

Amortization Net Carrying

Definite-lived:

1 unchanged sentence

Indefinite-lived:

Goodwill 910 — 910

IPR&D 489 — 489

Total indefinite-lived assets 1,399 — 1,399

Goodwill and intangible assets, net $ 21,797 $ ( 5,864 ) $ 15,933

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 8 “Collaboration and License Agreements and Acquisition” for more information.

We recorded amortization expense of our definite-lived intangible assets of $ 2.0 million during the years ended December 31, 2024 and 2023, respectively, and $ 1.9 million, during the year ended December 31, 2022 in research and development expense , on the consolidated statements of operations.

Favorable leasehold rights

In connection with the acquisition of the Dunkirk Facility in 2022, we acquired definite-lived intangibles consisting of favorable leasehold rights.

We recorded amortization expense of our favorable leasehold rights totaling $ 2.0 million during the years ended December 31, 2025, 2024 and 2023, respectively, in research and development expense , on the consolidated statements of operations.

Developed technology

In connection with the acquisition of VBC in 2015, we acquired IPR&D that was initially recognized at fair value on the acquisition date.

As of September 30, 2025, the R&D efforts were deemed complete and we assigned an estimated useful life of five years to the developed technology.

During the year ended December 31, 2025, we recorded $ 0.1 million of amortization expense for developed technology in research and development expense , on the consolidated statement of operations.

Indefinite-Lived Intangible Assets

3 unchanged sentences

We recognized the remaining $ 0.9 million as goodwill.

No goodwill impairment was recognized for the year ended December 31, 2024.

No goodwill impairment was recognized during the years ended December 31, 2025 and 2024.

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 write down of the carrying value of

Table of Conten t s

Tarmogen to zero .

We recorded a charge totaling $ 0.9 million in impairment of intangible assets , on the consolidated statement of operations in connection with the write down of the carrying value of Tarmogen to zero.

No such impairments were recorded during the years ended December 31, 2025 and 2024.

As of December 31, 2024 and 2023, the company had indefinite-lived IPR&D intangible assets of $ 0.5 million, which were obtained from business acquisitions.

As of December 31, 2025 and 2024, the company had an immaterial amount and $ 0.5 million of indefinite-lived IPR&D intangible assets, respectively.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Future amortization expense associated with our definite-lived intangible assets, net is as follows (in thousands):

1 unchanged sentence

Definite-lived

Thereafter 4,334

Total $ 12,991

Financial Statements Details

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets (including related-party amounts) consist of the following (in thousands):

As of December 31,

Prepaid research and development costs $ 9,542 $ 5,815

Prepaid services 7,072 7,762

Prepaid software license fees 3,594 2,687

Prepaid insurance 1,825 2,057

Insurance premium financing asset 1,751 1,248

Prepaid rent 1,474 1,532

Prepaid equipment maintenance 1,137 1,448

Other 2,135 1,303

Prepaid expenses and other current assets (including amounts with related parties) $ 28,530 $ 23,852

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 %).

The note bears interest at a per annum rate of 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.

6 unchanged sentences

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 $ 7.4 million and $ 7.1 million, which included accrued interest of $ 2.4 million and $ 2.1 million as of December 31, 2025 and 2024, respectively.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Accrued Expenses and Other Liabilities

1 unchanged sentence

As of December 31,

Accrued professional and service fees $ 16,849 $ 9,829

Accrued bonus $ 14,348 $ 10,346

Accrued professional and service fees 7,512 16,849

Accrued sales costs 6,308 530

Accrued compensation 5,720 4,679

Accrued research and development costs 3,002 7,700

Accrued preclinical and clinical trial costs 5,491 2,876

Financing obligation – current portion 1,248 1,475

Accrued construction costs 628 1,179

Accrued research and development costs 2,635 3,002

Financing obligation 1,751 1,248

Other 3,073 1,050

Accrued expenses and other liabilities $ 46,838 $ 40,580

Table of Conten t s

Interest and Investment Income (Loss), Net

Interest and investment income (loss), net consists of the following (in thousands):

Year Ended December 31,

2024 2023 2022

Investment accretion income (amortization expense), net $ 6,249 $ 1,844 $ ( 1,486 )

Interest income 2,400 863 2,708

Unrealized losses from equity securities ( 632 ) ( 1,591 ) ( 4,190 )

Net realized (losses) gains on investments ( 42 ) 15 ( 122 )

Interest and investment income (loss), net $ 7,975 $ 1,131 $ ( 3,090 )

Interest income includes interest from marketable securities, convertible note receivable, other assets, and on bank deposits.

Investment accretion income (amortization expense), net includes accretion of discounts (amortization of premiums) from securities classified as cash equivalents and marketable debt securities.

Interest expense

Interest expense consists of the following (in thousands):

Year Ended December 31,

2024 2023 2022

Interest expense on related-party notes payable $ 92,001 $ 86,453 $ 47,145

Amortization of related-party notes discounts 22,587 42,396 16,282

Other interest expense 82 85 88

Interest expense (including amounts with related parties) $ 114,670 $ 128,934 $ 63,515

Financial Instruments

Investments in Marketable Debt Securities

As of December 31, 2024, 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):

As of December 31, 2025 and 2024, the remaining contractual maturities, 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, 2025

Contractual Life

(in years) Amortized

Maturities Amortized

Treasury securities 0.4 $ 154,383 $ 101 $ — $ 154,484

As of December 31, 2024, no marketable debt securities were in an unrealized loss position.

Table of Conten t s

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, 2024

Contractual Life

(in years) Amortized

Foreign bonds 0.8 $ 54 $ — $ — $ 54

Mutual funds 40 — ( 1 ) 39

Current portion 94 — ( 1 ) 93

Foreign bonds 3.3 939 — ( 48 ) 891

Total $ 1,033 $ — $ ( 49 ) $ 984

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 as of December 31, 2023 were as follows (in thousands):

December 31, 2023

Less than 12 months More than 12 months

Losses Estimated

Mutual funds $ 39 $ ( 1 ) $ — $ —

Foreign bonds 891 ( 48 ) — —

Total $ 930 $ ( 49 ) $ — $ —

Maturities Amortized

Treasury securities 0.3 $ 6,094 $ 2 $ — $ 6,096

As of December 31, 2025 and 2024, all contractual maturities of marketable debt securities were 12 months or less.

As of December 31, 2025 and 2024, no marketable debt securities were in an unrealized loss position.

During the years ended December 31, 2025, 2024 and 2023, we evaluated our securities for other-than-temporary impairment and did not recognize any other-than-temporary impairment losses.

Investments in Marketable Equity Securities

As of December 31, 2024 and 2023, we held investments in marketable equity securities with readily determinable fair values of $ 0.3 million and $ 0.9 million, respectively.

During the years ended December 31, 2024, 2023 and 2022, unrealized losses recorded on these securities totaled $ 0.6 million, $ 1.6 million, and $ 4.2 million, respectively, in interest and investment income (loss), net , on the consolidated statements of operations.

We held investments in marketable equity securities with readily determinable fair value.

See Note 9 “ Fair Value Measurements ” for more information.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Investment in Other Equity Security

1 unchanged sentence

Upon the closing of equity financing by the investee prior to the termination of the SAFE, the SAFE will convert into preferred shares.

We elected to apply the measurement alternative under FASB ASC Topic 321, Investments—Equity Securities (ASC 321), pursuant to which we measure our investment in the SAFE at cost, less impairment.

As of December 31, 2024, we recorded an investment in the SAFE of $ 0.7 million in other assets , on the consolidated balance sheet.

We elected to apply the measurement alternative under FASB ASC Topic 321, Investments—Equity Securities , pursuant to which we measure our investment in the SAFE at cost, less impairment.

As of December 31, 2025 and 2024, we held an investment in the SAFE of $ 0.7 million in other assets , on the consolidated balance sheets.

We evaluate this investment for any indications of impairment in value on a quarterly basis.

No factors indicative of impairment were identified during the year ended December 31, 2024.

Table of Conten t s

No factors indicative of impairment were identified during the years ended December 31, 2025 and 2024.

Interest and Investment Income, Net

Interest and investment income (loss), net consists of the following (in thousands):

Year Ended December 31,

2025 2024 2023

Investment accretion income, net $ 4,008 $ 6,249 $ 1,844

Interest income 2,689 2,400 863

Net realized (losses) gains on investments ( 292 ) ( 42 ) 15

Unrealized losses from equity securities — ( 632 ) ( 1,591 )

Interest and investment income, net $ 6,405 $ 7,975 $ 1,131

Interest income includes interest from marketable securities, a convertible note receivable, other assets, and on bank deposits.

Investment accretion income (amortization expense), net includes accretion of discounts (amortization of premiums) from securities classified as cash equivalents and marketable debt securities.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Fair Value Measurements

6 unchanged sentences

Treasury securities 154,484 154,484 — —

Equity securities 285 285 — —

Restricted cash 1,097 1,097 — —

Total assets measured at fair value $ 243,915 $ 243,915 $ — $ —

4 unchanged sentences

( 477,093 ) — — ( 477,093 )

Derivative liabilities ( Note 11 )

( 25,800 ) — — ( 25,800 )

Warrant liabilities ( Note 16 )

( 84,417 ) — — ( 84,417 )

RIPA derivative liability ( Note 13 )

( 19,400 ) — — ( 19,400 )

Stock option purchase liability ( Note 13 )

1 unchanged sentence

Total liabilities measured at fair value $ ( 581,254 ) $ — $ — $ ( 581,254 )

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Fair Value Measurements at December 31, 2024

2 unchanged sentences

Cash and cash equivalents $ 143,428 $ 143,428 $ — $ —

Treasury securities 6,096 6,096 — —

Equity securities 285 285 — —

Foreign bonds 54 — 54 —

Mutual funds 39 39 — —

Foreign bonds 891 — 891 —

Total assets measured at fair value $ 149,809 $ 149,809 $ — $ —

1 unchanged sentence

Contingent consideration $ ( 19 ) (1) $ — $ — $ ( 19 )

Warrant liabilities ( Note 14 )

Related-party convertible note payable at

fair value ( Note 14 )

( 461,877 ) — — ( 461,877 )

Derivative liabilities ( Note 11 and Note 12 )

RIPA derivative liability ( Note 13 )

( 25,800 ) — — ( 25,800 )

Warrant liabilities ( Note 16 )

( 8,575 ) — — ( 8,575 )

Stock option purchase liability ( Note 13 )

1 unchanged sentence

Total liabilities measured at fair value $ ( 496,591 ) $ — $ — $ ( 496,591 )

Table of Conten t s

_______________

2 unchanged sentences

See Note 11 “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,

2024 2023 2022

Fair value, beginning of year $ ( 20 ) $ ( 19 ) $ ( 409 )

Consideration paid — — 339

Net decrease (increase) in fair value 1 ( 1 ) 51

Fair value, end of year $ ( 19 ) $ ( 20 ) $ ( 19 )

Changes in fair value of contingent consideration were immaterial during the years ended December 31, 2025 , 2024 and 2023, and were primarily due to changes in foreign currency exchange rates.

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 5 “Financial Statement Details—Goodwill and 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, 2024, 2023 and 2022.

Except for the impairments discussed in Note 6 “Goodwill and Intangible Assets, Net” there were no other 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, 2025, 2024 and 2023.

We measured the fair value of the promissory notes and the embedded conversion features as of December 10, 2024, December 29, 2023 and September 11, 2023, respectively, upon debt amendments to determine the accounting treatment, using a “with-and-without” method.

2 unchanged sentences

See Note 14 “Related-Party Debt” for more information.

Collaboration and License Agreements and Acquisition

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Collaboration and License Agreements

Collaboration Agreements

3 unchanged sentences

During the term of the initial and amended CRADAs, we collaborated with the NCI on the preclinical and clinical development of our proprietary adenovirus technology expressing TAAs for cancer immunotherapy.

In 2021, the CRADA was amended and the research plan was modified to include the preclinical and clinical development of ImmunityBio’s proprietary adenovirus platform expressing TAAs, proprietary agent ANKTIVA and derivatives, an antibody-based cytokine fusion protein and derivatives and/or TxM product candidates, proprietary recombinant NK cells and mAbs, proprietary adjuvants, and other proprietary agents owned or controlled by ImmunityBio for cancer immunotherapy.

The term of the CRADA was extended through May 2026.

In 2021, the CRADA was amended through May 2026, and the research plan was modified to include the preclinical and clinical development of ImmunityBio’s proprietary adenovirus platform expressing TAAs, proprietary agent ANKTIVA and derivatives, an antibody-based cytokine fusion protein and derivatives and/or TxM product candidates, proprietary recombinant NK cells and mAbs, proprietary adjuvants, and other proprietary agents owned or controlled by ImmunityBio for cancer immunotherapy.

Under this agreement, we agreed to pay NCI funding totaling $ 1.3 million per year, payable in semi-annual installments each year through 2025.

During the years ended December 31, 2024 and 2023 we recorded $ 1.3 million, and $ 1.2 million during the year ended December 31, 2022 in research and development expense, on the consolidated statements of operations.

Table of Conten t s

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, ANKTIVA and derivatives, an antibody-based cytokine fusion protein and derivatives and/or TxM product candidates, proprietary recombinant NK cells and mAbs, and other proprietary agents owned or controlled by ImmunityBio as contemplated in the research plan for cancer immunotherapy.

During the years ended December 31, 2025, 2024, and 2023, we recorded $ 1.3 million in research and development expense, on the consolidated statements of operations.

Under the CRADA, any party may unilaterally terminate the agreement by providing timely advance written notice to the other party before the desired termination date.

13 unchanged sentences

We account for our investment in the joint venture using the equity method of accounting.

During the years ended December 31, 2023 and 2022, we recorded our 50 % share of net losses from the joint venture totaling $ 7.5 million and $ 12.1 million, respectively, in other income (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.

During the year ended December 31, 2023, we recorded our 50 % share of net losses from the joint venture totaling $ 7.5 million in other income (expense), net , on the consolidated statement of operations.

During the year ended December 31, 2023, such losses incurred included $ 7.5 million 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.

2 unchanged sentences

As of December 31, 2025, the carrying amount of our equity investment in the joint venture was zero .

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

License Agreements

4 unchanged sentences

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.

As of December 31, 2025, no such sales have been made and no such regulatory milestone events have been achieved.

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.

We made annual license maintenance fee payments of $ 2.25 million in 2024 and 2023, and $ 1.75 million in 2022.

During the years ended December 31, 2024, 2023 and 2022, we recorded $ 2.3 million, $ 2.0 million, and $ 1.0 million, respectively, in research and development expense , on the consolidated statements of operations.

Table of Conten t s

During the years ended December 31, 2025 and 2024, we recorded $ 2.3 million, respectively, and $ 2.0 million during the year ended December 31, 2023 in research and development expense , on the consolidated statements of operations.

AAHI Agreements

2 unchanged sentences

During the second half of 2024, the parties reached an agreement whereby ImmunityBio would owe no future payments to AAHI under the AAHI Agreements, ImmunityBio would return the licenses to AAHI, the AAHI Agreements were terminated, and each party mutually released and had no continuing obligations to the other.

With respect to the license agreements, we recorded $ 2.3 million, $ 4.5 million, and $ 1.8 million, respectively, in research and development expense , on the consolidated statements of operations during the years ended December 31, 2024, 2023 and 2022.

With respect to the sponsored research agreement, we recorded no expense and $ 1.2 million, respectively, in research and development expense , and $ 3.7 million in loss on equity method investment , on the consolidated statements of operations related to the sponsored research agreement during the years ended December 31, 2024, 2023 and 2022.

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 has the potential to 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

Table of Conten t s

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.

In addition, and related to the delayed completion of the facility as described above, in November 2024 we received written notice from our landlord alleging non-compliance with the initial employee headcount requirement of our lease for the Dunkirk Facility.

While we are seeking to resolve this matter expeditiously, there can be no assurance that we will succeed in doing so, and we may lose access to the Dunkirk Facility.

Although we believe that governmental funding will assist in funding a portion of the further buildout 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, 2024, 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 buildout 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.

Dunkirk Facility Workforce Reduction

In 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.

With respect to the license agreements, we recorded $ 2.3 million and $ 4.5 million, respectively, in research and development expense , on the consolidated statements of operations during the years ended December 31, 2024 and 2023.

During the year ended December 31, 2025, we recorded no expense related to these agreements.

With respect to the sponsored research agreement, we recorded $ 1.2 million in research and development expense , on the consolidated statement of operations related to the sponsored research agreement during the year ended December 31, 2023.

During the years ended December 31, 2025 and 2024, we recorded no expense related to this agreement.

Commitments and Contingencies

6 unchanged sentences

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 $ 2.3 million to the former owners.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Altor BioScience, LLC

8 unchanged sentences

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.

Table of Conten t s

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 the Delaware Court of Chancery by plaintiffs Clayland Boyden Gray (Gray) and Adam R.

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.

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 the Delaware Court of Chancery 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.

1 unchanged sentence

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.

The action alleged that the defendants improperly caused NANTibody to acquire IgDraSol from NantPharma, LLC 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.

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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.

Table of Conten t s

Also in 2019, the company and Dr.

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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.

The Superior Court entered judgments against Sorrento in the

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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 United States District Court for the Southern District of Texas, In re:

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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.

Among other things, Beike alleges that we failed to

Table of Conten t s

use commercially reasonable efforts to deliver to Beike materials and data related to ANKTIVA.

Among other things, Beike alleges that we failed to use commercially reasonable efforts to deliver to Beike materials and data related to ANKTIVA.

Beike is seeking specific performance and declaratory relief for the alleged breaches.

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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.

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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Securities Class Action

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ImmunityBio, Inc.

3:23-cv-01216-GPC-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.

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 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.

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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.

On March 17, 2025, the court granted preliminary approval of the settlement.

On June 16, 2025, following a final approval hearing, the court granted final approval of the settlement.

The lawsuit is now fully resolved.

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.

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.

During the year ended December 31, 2025, the company settled in full the amount due under the settlement agreement.

Of the $ 10.5 million, approximately $ 6.0 million were paid by the company’s insurers.

The company paid the remaining $ 4.5 million under the settlement agreement.

Van Luven, Barbieri and Shin Derivative Actions

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Soon-Shiong et al.

3:24-cv-02014-GPC-VET.

3:24-cv-02014-GPCL-VET.

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

Table of Conten t s

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 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.

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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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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 in which the company complied with.

Carlson Derivative Action

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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.

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.

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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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 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.

Dunkirk Facility Leasehold Interest

In 2022, we completed the acquisition of the Dunkirk Facility (approximately 409,000 rentable square feet) from Athenex.

We believe this facility has the potential to provide us with a state-of-the-art biotech production center that will 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 Dunkirk Facility, as well as certain equipment, is owned by the FSMC and is leased to us under the Dunkirk Lease.

We believe that the Dunkirk Facility has construction needs that may require approximately 12 to 18 months to complete in order for it to be used as intended as a result of an ongoing dispute with the Dunkirk Facility’s general contractor and a stay in resolving the dispute related to Athenex’s ongoing bankruptcy proceedings.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

In December 2025, we entered into a second amendment to the Dunkirk Lease (the “second amendment”).

Under the second amendment, the annual lease payment was increased to $ 0.5 million for a revised lease term through December 31, 2028.

The company has the option to purchase the Dunkirk Facility at $ 1.00 on either January 1, 2028, or January 1, 2029.

The second amendment was accounted for as a modification of a single lease contract.

The lease is classified as an operating lease.

As of December 31, 2025, we recognized an operating right-of-use lease asset and lease liability of $ 1.4 million, respectively, on the consolidated balance sheet.

See Note 12 “ Lease Arrangements ” for more information.

The second amendment also removed the original spending obligations assumed from Athenex totaling $ 1.52 billion and replaced them with a series of spending targets totaling $ 55.0 million, including minimum of $ 40.0 million cumulative capital spending to be complied through December 31, 2028, and minimum of $ 5.0 million of annual operating spending to be complied from 2026 to 2028.

As of December 31, 2025, we are in compliance with the requirements of such targets.

We also agreed to meet certain headcount targets by hiring at least 100 full-time employees by the end of the three-year term of the amended lease.

If the option to purchase is exercised, we are required to hire at least 450 full-time employees by December 31, 2032 through December 31, 2033;

and we are prohibited from conveying the premises for a five-year period without obtaining the prior written consent of FSMC and Empire State Development.

Unconditional Purchase Obligations

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Software license fees and installation costs $ 7,312 $ 916 $ 159 $ 93 $ —

Facilities services 732 — — — —

Reserved cGMP manufacturing capacity at

third-party CMO facilities 396 — — — —

Laboratory clean room services 716 — — — —

Commercial launch services 136 — — — —

Table of Conten t s

Commercial launch and product services 199 — — — —

Other 73 73 73 — —

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.

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During the year ended December 31, 2025, we did not enter into any significant contracts, other than those disclosed in these consolidated financial statements.

In addition to those commitments already disclosed, we have conditional contractual commitments that are expected to be paid in fiscal year 2027 and beyond based on royalties on potential future net sales or the achievement of various development, regulatory, and commercial milestones for agreements with third parties.

These payments may not be realized or may be modified and are contingent upon the occurrence of various future events, substantially all of which have a high degree of uncertainty of occurring.

As of December 31, 2025, the maximum amount that may be payable related to the various development, regulatory, and commercial milestones commitments is $ 40.8 million.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Lease Arrangements

2 unchanged sentences

Substantially all of our operating lease right-of-use assets and operating lease liabilities relate to facilities leases.

All of our finance leases were related to equipment rental at the Dunkirk Facility.

Our finance leases are related to equipment rentals.

See Note 15 “Related-Party Agreements” for more information about our related-party leases.

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Classification 2025 2024

Operating lease assets Operating lease right-of-use assets $ 33,363 $ 36,543

Operating lease assets (including

amounts with related parties) Operating lease right-of-use assets $ 33,010 $ 33,363

Finance lease assets Other assets 271 —

Total lease assets $ 33,363 $ 36,601

Operating lease liabilities Operating lease liabilities $ 7,466 $ 5,244

Total lease assets (including

amounts with related parties) $ 33,281 $ 33,363

Operating lease liabilities (including

amounts with related parties)

Operating lease liabilities $ 7,535 $ 7,466

Finance lease liabilities Accrued expenses and other liabilities 52 —

Operating lease liabilities Operating lease liabilities, less current portion 34,823 39,942

Total lease liabilities $ 42,289 $ 45,250

Operating lease liabilities (including

amounts with related parties)

Operating lease liabilities, less current portion 33,447 34,823

Finance lease liabilities Other liabilities 227 —

Total lease liabilities (including

amounts with related parties) $ 41,261 $ 42,289

Information regarding our lease terms is as follows:

6 unchanged sentences

Finance leases 11.6 % — %

Table of Conten t s

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The components of lease expense consist of the following (in thousands):

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Years Ending December 31:

Leases Finance

2026 $ 11,400 $ 79 $ 11,479

2027 10,749 79 10,828

2028 11,052 79 11,131

2029 9,915 79 9,994

2030 7,522 34 7,556

Thereafter 1,200 — 1,200

1 unchanged sentence

Interest 10,856 71 10,927

Tenant improvement allowance receivable 129

Present value of operating lease liabilities $ 42,289

There have been no material changes related to our existing lease agreements during the year ended December 31, 2024.

Present value of lease liabilities $ 40,982 $ 279 $ 41,261

On May 27, 2025, we entered into an amendment to an existing operating lease of office space, which was initially scheduled to expire on December 31, 2025.

We executed the first option to extend the lease through December 31, 2030, with no changes to any of the other terms of the lease.

We have a second option to extend the lease for an additional five years .

Management has identified this extension as a reassessment event as we elected to exercise the lease extension option, which was previously determined that it was not reasonably certain to do so.

We reassessed the discount rate at the remeasurement date, at 11.8 % and we remeasured the operating lease right-of-use asset and operating lease liability on our consolidated balance sheet based on the reassessed discount rate, remaining lease term and lease payments.

We determined that the lease extension has no effect on the classification of the lease.

In addition, we also determined that the second option to extend the lease is not reasonably certain to be exercised.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Prior to the extension, the remaining lease liability amounted to $ 0.6 million.

On the date of the extension, we determined that the value of the new operating lease right-of-use asset and operating lease liability was $ 4.6 million, respectively.

As such, as of June 30, 2025, the company recorded an increase in lease liability of $ 4.0 million because of the lease extension.

During the year ended December 31, 2025, there have been no material changes related to our existing lease agreements.

Revenue Interest Purchase Agreement

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Oberland had the option to purchase additional Revenue Interests from us in exchange for a $ 100.0 million Second Payment upon satisfaction of certain conditions in the RIPA, including receipt of approval from the FDA of our BLA for ANKTIVA on or before June 30, 2024.

Table of Conten t s

On April 22, 2024, the FDA approved our product ANKTIVA and as a result, on May 13, 2024 Oberland purchased additional Revenue Interests from us for a gross purchase price of $ 100.0 million, less $ 3.1 million of issuance costs.

In April 2024, the FDA approved our product ANKTIVA and as a result, on May 13, 2024 Oberland purchased additional Revenue Interests from us for a gross purchase price of $ 100.0 million, less $ 3.1 million of issuance costs.

The issuance costs incurred are being amortized to interest expense over the estimated term of the debt.

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As of December 31, 2025, the company was in compliance with all covenants.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The RIPA is considered a sale of future revenues and is accounted for as long-term debt recorded at amortized cost using the effective interest rate method.

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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.

On December 10, 2024, the company entered into an amendment to the RIPA to add additional conditions to the payment of certain existing indebtedness.

Such amendment did not have an impact on the valuation of the revenue interest liability or the embedded derivative liabilities related to the RIPA.

During the years ended December 31, 2024 and 2023, we recorded $ 39.7 million and $ 0.3 million of interest expense, respectively, related to this arrangement.

Table of Conten t s

Such amendment did not have an impact on the valuation or financial statement classification of the revenue interest liability or the embedded derivative liabilities related to the RIPA.

During the years ended December 31, 2025, 2024 and 2023, we recorded $ 51.5 million, $ 39.7 million and $ 0.3 million of interest expense, respectively, related to this arrangement.

The following table summarizes the revenue interest liability activity during the years ended December 31, 2025 and 2024 (in thousands):

Revenue interest liability at inception $ —

Proceeds from First Payment, net of issuance costs 192,509

Embedded contingent derivative liability related to First Payment ( 34,500 )

Issuance of common stock ( 2,039 )

Fair value of stock purchase option ( 819 )

Interest expense recognized 264

Revenue interest liability, at December 31, 2023 $ 155,415

Proceeds from Second Payment, net of issuance costs 96,956

Interest expense recognized 39,657

Embedded contingent derivative liability related to Second Payment ( 6,150 )

Revenue interest payment ( 1,474 )

Revenue interest liability, at December 31, 2024 284,404

Interest expense recognized 51,540

Revenue interest payment ( 10,490 )

Accrued revenue interest payment ( 839 )

Revenue interest liability, at December 31, 2025 $ 324,615

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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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The aforementioned Call and Put Options are considered embedded derivatives requiring bifurcation as a single compound derivative instrument.

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The initial and incremental fair value allocated to the derivative liability is recorded against the RIPA as a debt discount, which is being amortized in interest expense, on the consolidated statement of operations over the expected term of the debt using the effective interest method.

The embedded derivative is subsequently remeasured at fair value each reporting period, with the change in fair value being recorded in change in fair value of derivative liabilities , on the consolidated statement of operations.

Table of Conten t s

Such embedded derivative is classified in derivative liabilities, on the consolidated balance sheet.

The embedded derivative is subsequently remeasured at fair value each reporting period using a Monte Carlo Simulation valuation technique, with the change in fair value being recorded in change in fair value of derivative liabilities , on the consolidated statement of operations.

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, 2025 and 2024, the discount rate used for valuation of the derivative liability was 11.7 % and 10.4 %, respectively.

The change in fair value of the derivative liabilities is as follows (in thousands):

The change in fair value of the derivative liability is as follows (in thousands):

Fair value, at December 31, 2023 $ 34,500

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Fair value, at December 31, 2024 25,800

Change in fair value ( 6,400 )

Fair value, at December 31, 2025 $ 19,400

Stock Purchase and Option Agreement

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.

In connection with the RIPA, we entered into a 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 had 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.

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Following such exercise, approximately $ 5.0 million remains available for future exercise under the SPOA as of December 31, 2025.

This stock purchase option is classified in accrued expenses and other liabilities , on the consolidated balance sheet at its fair value and is subsequently remeasured at fair value each reporting period, with the change in fair value being recorded in change in fair value of derivative liabilities , on the consolidated statement of operations.

The estimated fair value of the stock option purchase liability was computed using the calculated exercise price and discounted back to a present value at the risk-free rate with the following unobservable assumptions at the following dates:

This option expires on December 29, 2028.

This stock purchase option is classified in derivative liabilities , on the consolidated balance sheet at its fair value and is subsequently remeasured at fair value each reporting period, with the change in fair value being recorded in change in fair value of derivative liabilities , on the consolidated statement of operations.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The estimated fair value of the stock option purchase liability was computed using a Monte Carlo Simulation valuation technique that used the calculated exercise price and discounted it back to a present value at the risk-free rate with the following unobservable input at the following dates:

As of December 31,

Expected volatility 119.7 % 127.0 %

Risk-free rate 4.3 % 5.1 %

The change in fair value of the stock option purchase liability is as follows (in thousands):

Fair value, at December 31, 2023 $ 819

Change in fair value 2,206

Exercise of stock option ( 2,705 )

Change in fair value 2,206

Fair value, at December 31, 2024 320

Table of Conten t s

Change in fair value 2

Fair value, at December 31, 2025 $ 322

Related-Party Debt

10 unchanged sentences

Rate Principal

Discounts Total

Related-Party Nonconvertible Note:

$ 505 million December 2023 Promissory Note -

Tranche 1 (1), (2), (3)

$ 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

Amount Amount Leveling

Related-Party Convertible Note at Fair Value:

$ 505 million December 2024 Promissory Note

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 (1)

380,000 33,049 346,951

$ 30 million March 2023 Promissory Note (2), (4)

30,000 — 30,000

$ 200 million September 2023 Promissory Note (2), (4)

200,000 — 200,000

Total related-party convertible notes $ 610,000 $ 33,049 $ 576,951

$ 505,000 $ 461,877 Level 3

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

$ 505 million December 2024 Promissory Note (4)

3 unchanged sentences

Pursuant to the terms of the second amended and restated promissory note, the noteholder, in its sole discretion, may convert all of the outstanding principal amount into shares of common stock at a conversion price of $ 5.4270 per share.

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 has the option 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 the same conversion price of $ 5.4270 per share.

In addition, the noteholder can request up to $ 50.0 million of the outstanding principal amount and accrued interest to be repaid upon consummation of a specified transaction.

On January 23, 2026, the company entered into an amendment to the $ 505 million December 2024 Promissory Note, to grant the holder the right to convert any portion of the outstanding principal amount into shares of the company’s common stock at any time prior to the maturity date.

See Note 23 “Subsequent Events—Amendment to the Second Amended and Restated Promissory Note” for more information.

In connection with the RIPA transaction, the outstanding related party convertible note was subordinated to the RIPA payment obligations.

Table of Conten t s

The following table summarizes the estimated future contractual obligations of our related-party debt as of December 31, 2024 (in thousands):

Payments Interest

Payments (1) Total

$ — $ 62,168 $ 62,168

— 62,168 62,168

505,000 62,168 567,168

Total $ 505,000 $ 186,504 $ 691,504

_______________

(1) Interest payments on our promissory note are calculated based on Term SOFR plus the contractual spread per the loan agreement.

The weighted-average interest rate on our promissory note as of December 31, 2024 was 12.34 %.

Mandatory Prepayment Feature

3 unchanged sentences

Since the company elected the fair value option to account for the $ 505 million December 2024 Promissory Note, the embedded derivative is no longer required to be recorded separately but is considered when estimating the fair value of the $ 505 million December 2024 Promissory Note.

The change in fair value of the contingently exercisable prepayment feature embedded derivative through December 10, 2024, the date of the $ 505.0 million December 2024 Promissory Note amendment, was $ 0.8 million and $ 0.8 million during the year ended December 31, 2023.

The change in fair value of the contingently exercisable prepayment feature embedded derivative through December 10, 2024, the date of the $ 505 million December 2024 Promissory Note amendment, was $ 0.8 million.

$ 300 million December 2021 Promissory Note (1), (2), (3)

4 unchanged sentences

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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

1 unchanged sentence

Based on the terms of the amended and restated promissory note, the noteholder, at its sole discretion, could 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.

Table of Conten t s

$ 125 million August 2022 Promissory Note (1), (2), (3)

20 unchanged sentences

Additionally, the noteholder could 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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

4 unchanged sentences

See Note 17 “Stockholders’ Deficit” for more information.

Table of Conten t s

$ 30 million June 2023 Promissory Note (2), (3)

17 unchanged sentences

See Note 17 “Stockholders’ Deficit” for more information.

Footnotes to Related-Party Debt Tables

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Footnotes to Related-Party Debt

Debt Modification and Debt Extinguishments

4 unchanged sentences

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.

Table of Conten t s

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.

11 unchanged sentences

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 %.

Significant unobservable inputs used for the discounted cash flow analysis included market yields from 18.0 % to 24.8 %, and the significant unobservable inputs used for the binomial lattice model included a volatility of 84.9 %, and a market yield of 17.4 %.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

6 unchanged sentences

No other material terms or conditions of these promissory notes were modified.

Table of Conten t s

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.

11 unchanged sentences

Also, in connection with the RIPA transaction, all outstanding related-party promissory notes became subordinated to the RIPA payment obligations.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the Nant Capital promissory notes before the amendments on December 29, 2023 (principal amount in thousands):

18 unchanged sentences

before amendments $ 735,000

Table of Conten t s

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the Nant Capital promissory notes after the amendments on December 29, 2023 (principal amount in thousands):

29 unchanged sentences

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.

Table of Conten t s

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

In regard to the Tranche 2 principal amount of the $ 505 million December 2023 promissory note, the company identified an embedded derivative related to a contingent exercisable prepayment feature of the promissory note, which allowed 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.

1 unchanged sentence

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.

The estimated fair value was computed with the following unobservable assumptions:

The estimated fair value was computed with the following unobservable inputs:

Amendment Date

2 unchanged sentences

Expected volatility 118.0 %

Risk-free rate 4.8 %

The fair value of Tranche 1 principal amount of the amended $ 505 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.

4 unchanged sentences

The effective unamortized debt discount rate of the amended Tranche 1 and Tranche 2 principal amount of the $ 505 million December 2023 promissory note was 23.65 % and 18.04 %, respectively.

The estimated fair value was computed with the following unobservable assumptions:

The estimated fair value was computed with the following unobservable inputs:

Amendment Date

2 unchanged sentences

Expected volatility 118.0 %

Risk-free rate 4.4 %

The fair value of the $ 200.0 million September 2023 promissory note was determined using the binomial lattice model with the following unobservable assumptions:

The fair value of the $ 200 million September 2023 promissory note was determined using the binomial lattice model with the following unobservable inputs:

Amendment Date

2 unchanged sentences

Expected volatility 119.3 %

Risk-free rate 5.2 %

Table of Conten t s

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Prior to December 29, 2023, the $ 30 million March 2023 promissory note was accounted for under the ASC 825 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 unobservable assumptions before it was modified on December 29, 2023.

The estimated fair value of the convertible note was computed using the binomial lattice model with the following unobservable inputs before it was modified on December 29, 2023.

After the debt extinguishment, the note was accounted for under the amortized cost basis.

3 unchanged sentences

Expected volatility 138.0 %

Risk-free rate 5.2 %

The change in the carrying value of this note was as follows (in thousands):

19 unchanged sentences

Since the debt was obtained from entities under common control, such gain on extinguishment was recorded in additional paid-in capital , on the consolidated statement of stockholders’ deficit.

Table of Conten t s

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Due to the conversion of the Converted Promissory Notes, the Company also recorded $ 188.5 million in additional paid-in capital , on the consolidated statement of stockholders’ deficit as of December 31, 2024.

1 unchanged sentence

See Note 17 “Stockholders’ Deficit” for more information.

The estimated fair value of the Converted Promissory Notes were computed with the following unobservable assumptions at the amendment date on December 10, 2024:

The estimated fair value of the Converted Promissory Notes were computed with the following unobservable inputs at the amendment date on December 10, 2024:

Promissory Note

5 unchanged sentences

Expected volatility 103.2 % 118.6 %

Risk-free rate 4.2 % 4.2 %

Discounted cash flow model:

2 unchanged sentences

Under the FVO election, the note was initially measured at estimated fair value upon issuance and is 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 following unobservable assumptions at the following dates:

Immediately Before

the Amendment on

December 10, 2024

The estimated fair value of the convertible note was computed using the following unobservable inputs at the following dates:

Immediately After

2 unchanged sentences

December 31, 2024

December 31, 2025

Binomial lattice model:

1 unchanged sentence

Expected volatility 115.1 % 125.6 % 87.5 %

Risk-free rate 4.2 % 4.1 % 4.3 %

Discounted cash flow model:

Discount rate 18.5 % 18.7 % 19.3 %

The change in the carrying value of this note was as follows (in thousands):

The change in the fair value of this note was as follows (in thousands):

Fair value at issuance date, December 10, 2024

1 unchanged sentence

Change in fair value, including $ 1.2 million related to instrument-specific credit risk

Ending fair value, at December 31, 2024

Table of Conten t s

Fair value, at December 31, 2024

Change in fair value of related-party convertible note 42,773

Change in fair value of related-party convertible note related to instrument-specific credit risk ( 27,557 )

Fair value, at December 31, 2025

During the years ended December 31, 2025 and 2024, the company recorded gains of $ 27.6 million and $ 1.2 million, respectively, in change in fair value of related-party convertible note related to instrument-specific credit risk, on the consolidated statements of comprehensive loss.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The following tables summarize the interest expense for our related-party promissory notes during the years ended December 31, 2025, 2024 and 2023 (in thousands):

1 unchanged sentence

$ 505 million December 2024 Promissory Note

Total $ 60,886 $ —

December 31, 2024

$ 505 million December 2024 Promissory Note

$ 505 million December 2023 Promissory Note Tranche 1

17 unchanged sentences

The interest expense recorded during this period was $ 0.4 million.

Table of Conten t s

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the estimated future contractual obligations of our related-party debt as of December 31, 2025 (in thousands):

Payments Interest

Payments (1) Total

2026 $ — $ 58,887 $ 58,887

2027 505,000 58,887 563,887

Total $ 505,000 $ 117,774 $ 622,774

_______________

(1) Interest payments on our promissory note are calculated based on Term SOFR plus the contractual spread per the loan agreement.

The interest rate on our promissory note as of December 31, 2025 was 11.66 %.

Interest expense consists of the following (in thousands):

Year Ended December 31,

2025 2024 2023

Interest expense on related-party notes payable $ 60,886 $ 92,001 $ 86,453

Amortization of related-party notes discounts — 22,587 42,396

Interest expense – related party $ 60,886 $ 114,588 $ 128,849

In connection with the RIPA transaction, the outstanding related-party convertible note was subordinated to the RIPA payment obligations.

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,

Due from related party–NantBio $ — $ 1,294

Due from related party–NantWorks 161 541

Due from related party–Brink 59 62

Due from related parties–Various 73 122

Total due from related parties $ 293 $ 2,019

Due to related party–NantBio $ — $ 943

Due to related party–Duley Road 134 136

Due to related party–the Clinic 21 57

Due to related parties–Various 18 —

Total due to related parties $ 173 $ 1,136

Our Founder, Executive Chairman and Global Chief Scientific and Medical Officer also founded and has a controlling interest in NantWorks, which is a collection of companies in the healthcare and technology space.

5 unchanged sentences

The receiving party is charged for the 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, 2024, 2023 and 2022, we recorded $ 2.6 million, $ 3.3 million and $ 3.8 million, respectively, in selling, general and administrative expense , and $ 3.3 million, $ 2.2 million, and $ 0.9 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, 2024 and 2023, we had a receivable of $ 0.2 million and $ 0.5 million, respectively, for all agreements with NantWorks, which are included in due from related parties, on the consolidated balance sheets.

We also recorded $ 3.0 million and $ 1.0 million of prepaid expenses for various services that we expect will be passed through to the company from NantWorks as of December 31, 2024 and 2023, respectively, which are included in prepaid expenses and other current assets , on the consolidated balance sheets.

During the years ended December 31, 2025, 2024 and 2023, we recorded $ 2.1 million, $ 2.6 million and $ 3.3 million, respectively, in selling, general and administrative – related parties , and $ 0.8 million, $ 3.3 million, and $ 2.2 million, respectively, of expense reimbursements under this arrangement in research and development – related parties, on the consolidated statements of operations.

These amounts exclude certain immaterial 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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2025 and 2024, we had a payable of $ 0.2 million and a receivable of $ 0.2 million, respectively, for all agreements with NantWorks, which are included in due to/due from related parties, on the consolidated balance sheets.

We also recorded $ 0.7 million and $ 3.0 million of prepaid expenses for various services that we expect will be passed through to the company from NantWorks as of December 31, 2025 and 2024, respectively, which are included in prepaid expenses – related parties , 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.

Table of Conten t s

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 is approximately $ 273,700 per month, which is 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, 2024, 2023 and 2022, we recorded license fee expense for this facility totaling $ 3.5 million, $ 3.4 million, and $ 2.4 million, respectively, in research and development expense , on the consolidated statements of operations.

In 2015, we entered into a facility license agreement with NantWorks for office space in Culver City, California, which was converted to a research and development laboratory and a cGMP manufacturing facility.

During the years ended December 31, 2025, 2024 and 2023, we recorded license fee expense for this facility totaling $ 3.6 million, $ 3.5 million, and $ 3.4 million, respectively, in research and development – related parties , on the consolidated statements of operations.

Related-Party Leases

The company leases certain assets under operating leases with certain entities controlled by NantWorks and its affiliates or subsidiaries.

Right-of-use assets for related-party operating leases totaled $ 13.2 million and $ 16.0 million, and the associated operating lease liabilities totaled $ 17.0 million and $ 20.4 million, as of December 31, 2025 and 2024, respectively.

The company recorded operating lease expense totaling $ 4.6 million, $ 4.6 million and $ 4.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Related-party leases were classified as either selling, general and administrative – related parties or research and development – related parties , on the consolidated statements of operations, depending on the use of the facility.

Immuno-Oncology Clinic, Inc.

1 unchanged sentence

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.

We continue discussions with potential partners around such alternative structures.

Related to clinical trial and transition services provided by the Clinic, during the years ended December 31, 2024, 2023 and 2022, we recorded $ 2.6 million, $ 2.2 million, and $ 2.4 million, respectively, in research and development expense , on the consolidated statements of operations.

As of December 31, 2024 and 2023, we owed the Clinic an immaterial amount and $ 0.1 million, respectively, 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 Founder, Executive Chairman and Global Chief Scientific and Medical Officer, 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, 2024, 2023, and 2022, we recognized revenue of an immaterial amount 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, 2024, 2023 and 2022, we recognized no revenue.

As of December 31, 2024 and 2023, 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, we recorded a payable of $ 0.9 million in due to related parties, on the consolidated balance sheet related to this agreement.

The payable was settled as of June 30, 2024.

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.

As of December 31, 2023, we recorded a receivable of $ 1.3 million in due from related parties, on the consolidated balance sheet for amounts we paid on behalf of NantBio during the year ended December 31, 2019.

The receivable was settled as of June 30, 2024.

605 Doug St, LLC

In 2016, we entered into a lease agreement with 605 Doug St, LLC, an entity owned by our Founder, 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.

Table of Conten t s

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, 2024, 2023 and 2022, we recorded lease expense for this facility of $ 0.9 million 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 Founder, 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 was originally from February 2017 through October 2024.

We had and continue to 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 %.

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 January 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 %.

During the years ended December 31, 2024, 2023 and 2022, we recorded rent expense for these leases totaling $ 1.0 million, $ 0.9 million, and $ 0.8 million, respectively, in research and development expense , on the consolidated statements of operations.

As of December 31, 2024 and 2023, we recorded $ 0.1 million of lease-related payables to Duley Road 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 was originally set to expire in December 2027 and included 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.

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 buildout of the facility space and associated costs.

During the years ended December 31, 2024, 2023, and 2022, we recorded rent expense for the Initial and Expansion Premises leases totaling $ 2.2 million 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 was received from the landlord in 2023 .

557 Doug St, LLC

After transferring all outstanding membership interests in 557 Doug St, LLC to Nant Capital (a related party controlled by Dr.

Soon-Shiong) in September 2021, we entered into a lease agreement with Nant Capital for 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).

Pursuant to the terms of the agreement, we leased back the Douglas Property for an initial lease term of

Table of Conten t s

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 execution of the lease.

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 income (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.

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, 2024, 2023, and 2022 we recorded rent expense for this lease totaling $ 0.5 million 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 buildout 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 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.

Table of Conten t s

During the years ended December 31, 2025, 2024 and 2023, we recorded $ 2.9 million, $ 2.6 million, and $ 2.2 million respectively, related to clinical trial and transition services provided by the Clinic in research and development – related parties , on the consolidated statements of operations.

As of December 31, 2025 and 2024, we owed the Clinic a $ 0.1 million and an immaterial amount, respectively, which are included in due to related parties , on the consolidated balance sheets.

Warrant Liabilities

The company issued warrants through RDOs.

In the event of certain fundamental transactions involving the company, the holders of the warrants may require the company to make a payment based on a Black-Scholes valuation, using specified inputs that are not considered indexed to the company’s stock in accordance with ASC 815.

Therefore, we classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model.

The proceeds from issuance of common stock and warrants are allocated to warrants based on its fair value.

The warrants issued by the company are summarized below:

December 2022 Warrants

1 unchanged sentence

The warrants became immediately exercisable on December 12, 2022 and expired in full on December 12, 2024.

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 income (expense), net , on the consolidated statement of operations on the date of the transaction.

February 2023 Warrants

2 unchanged sentences

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.

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 income (expense), net , on the consolidated statement of operations on the date of the transaction .

Of the total offering costs, $ 1.0 million were allocated to the warrants and recorded in other income (expense), net , on the consolidated statement of operations on the date of the transaction .

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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

July 2023 Warrants

1 unchanged sentence

These warrants became immediately exercisable on July 25, 2023 and expire on July 24, 2026.

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 income (expense), net , on the consolidated statement of operations on the date of the transaction .

Of the total offering costs, $ 1.0 million were allocated to the warrants and recorded in other income (expense), net , on the consolidated statement of operations on the date of the transaction .

April 2025 Warrants

In connection with the April 7, 2025 RDO, the company issued 29,024,768 warrants with an exercise price of $ 3.1010 per share.

These warrants became immediately exercisable on April 9, 2025 and expire on April 9, 2030.

The fair value of warrants was estimated at $ 61.8 million at the issuance date.

Of the total offering costs, $ 0.1 million were allocated to the warrants and recorded in other income (expense), net , on the consolidated statement of operations on the date of the transaction.

July 2025 Warrants

In connection with the July 24, 2025 RDO, the company issued 29,629,632 warrants with an exercise price of $ 3.240 per share.

These warrants became immediately exercisable on July 28, 2025 and expire on July 28, 2030.

The fair value of warrants was estimated at $ 63.1 million at the issuance date.

Of the total offering costs, $ 2.0 million were allocated to the warrants and recorded in other income (expense), net , on the consolidated statement of operations on the date of the transaction.

Warrant Liabilities

3 unchanged sentences

Warrants July 2023

Fair value at issuance, December 12, 2022

$ 35,096 $ 35,096 $ — $ —

Change in fair value ( 13,460 ) ( 13,460 ) — —

Warrants April 2025

Warrants July 2025

Fair value, at December 31, 2022

8 unchanged sentences

8,575 — 3,772 4,803 — —

Table of Conten t s

Fair value at issuance 124,931 — — — 61,823 63,108

Change in fair value ( 49,089 ) — ( 3,542 ) ( 4,510 ) ( 20,347 ) ( 20,690 )

Fair value, at December 31, 2025

$ 84,417 $ — $ 230 $ 293 $ 41,476 $ 42,418

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Warrant Exercises

3 unchanged sentences

Warrants July 2023

Warrants issued, December 12, 2022

9,090,909 9,090,909 — —

Warrant exercises — — — —

Warrants outstanding, at December 31, 2022

Warrants April 2025

Warrants July 2025

Warrants outstanding, at

December 31, 2022

9,090,909 9,090,909 — — — —

1 unchanged sentence

Warrant issuances 28,641,911 — 14,072,615 14,569,296 — —

Warrants outstanding, at December 31, 2023

Warrants outstanding, at

December 31, 2023

37,732,820 9,090,909 14,072,615 14,569,296 — —

1 unchanged sentence

Warrant expirations ( 9,090,909 ) ( 9,090,909 ) — — — —

Warrants outstanding, at December 31, 2024

Warrants outstanding, at

December 31, 2024

6,399,171 — 2,814,523 3,584,648 — —

Warrant exercises — — — — — —

Warrant issuances 58,654,400 — — — 29,024,768 29,629,632

Warrants outstanding, at

December 31, 2025

65,053,571 — 2,814,523 3,584,648 29,024,768 29,629,632

Warrant Valuation Assumptions

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 2022 Warrants February and July 2023 Warrants

The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following key assumptions at the following dates:

December 2022

Warrants February and July 2023 Warrants

2023 December 31,

2 unchanged sentences

Exercise price per share $ 6.60 $ 3.2946 $ 3.2946 $ 3.2946

Expected term — 1.0 year

Expected term 1.0 years

Expected average volatility 119.0 % 60.9 % 125.0 % 107.3 %

1 unchanged sentence

Risk-free interest rate 4.7 % 3.5 % 4.2 % 4.1 %

April 2025 Warrants July 2025 Warrants

2025 Issuance Date

April 9, 2025

2025 Issuance Date

July 28, 2025

Exercise price per share $ 3.101 $ 3.101 $ 3.240 $ 3.240

Expected term 4.3 years

Expected average volatility 113.5 % 119.1 % 110.7 % 115.9 %

Expected dividend yield — — — —

Risk-free interest rate 3.6 % 4.0 % 3.7 % 3.9 %

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The expected term is the time remaining until the expiration of the warrants.

4 unchanged sentences

Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.

The significant unobservable inputs used in the warrant valuation are the expected term and the expected average volatility.

Stockholders’ Deficit

2 unchanged sentences

As of December 31, 2025, there were 1,011,800,008 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).

On October 20, 2025, ImmunityBio, Inc.

filed a DEF 14C with the SEC to inform its stockholders of an action taken by its Board of Directors and by the written consent of stockholders representing a majority of the voting power of its common stock to amend its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 1.350 billion shares of common stock, $ 0.0001 par value per share, to 1.650 billion 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 remains unchanged at 20.0 million shares.

The amendment became effective on November 10, 2025.

Stock Repurchases

4 unchanged sentences

Shares repurchased under this program are formally retired through approval of the Board of Directors upon repurchase.

Table of Conten t s

During the years ended December 31, 2025, 2024 and 2023, no shares of our common stock were repurchased under the program.

2 unchanged sentences

Shelf Registration Statements

During 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 our common stock and warrants valued at $ 184.4 million under the shelf.

As of December 31, 2024 and 2023, we had $ 565.6 million available for use under this shelf.

In April 2024, we filed a shelf registration statement with the SEC on Form S-3ASR pursuant to which we may, from time to time, sell an indeterminate amount of our common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts, or units, and an associated prospectus related to the ATM.

During December 2024, we sold 38,333,334 shares of our common stock at $ 3.00 per share under the shelf generating net proceeds of approximately $ 106.9 million.

In 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 our common stock and warrants valued at $ 184.4 million under this shelf.

As of December 31, 2025, we had $ 565.6 million available for use under this shelf.

This shelf registration statement expired on February 9, 2026.

In 2024, we filed a shelf registration statement with the SEC on Form S-3ASR pursuant to which we may, from time to time, sell an indeterminate amount of our common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts, or units, and an associated prospectus related to the ATM.

During the years ended December 31, 2025 and 2024, we sold 58,654,400 shares and 38,333,334 shares of our common stock, respectively, under this shelf generating net proceeds of approximately $ 150.1 million and $ 106.9 million, respectively.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

In 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.

In December 2025, we filed a prospectus supplement to our shelf registration statement that amended the 2021 ATM agreement to increase the amount available for future stock issuances under the ATM to $ 500.0 million.

During the years ended December 31, 2025, 2024 and 2023, we received net proceeds of approximately $ 250.1 million, $ 3.6 million, and $ 16.1 million, respectively, from the issuance of shares under the ATM.

3 unchanged sentences

2025 Offerings

On April 7, 2025, we entered into a securities purchase agreement with an institutional investor for the purchase and sale of 29,024,768 shares of our common stock, as well as warrants that allows such investor to purchase an additional 29,024,768 shares of common stock at an exercise price of $ 3.1010 per share, for a purchase price of $ 2.5840 per share and accompanying warrant.

This transaction generated net proceeds of approximately $ 74.8 million, after deducting offering costs of $ 0.2 million, of which $ 0.1 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, 2025.

On July 24, 2025, we entered into a securities purchase agreement with institutional investors for the purchase and sale of 29,629,632 shares of our common stock, as well as warrants that allows such investors to purchase an additional 29,629,632 shares of common stock at an exercise price of $ 3.240 per share, for a purchase price of $ 2.700 per share and accompanying warrant.

This transaction generated net proceeds of approximately $ 75.4 million, after deducting placement agent fees and offering costs totaling $ 4.6 million, of which $ 2.6 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, 2025.

2023 Offerings

February 2023

1 unchanged sentence

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 16 “Warrant Liabilities” for more information.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

Table of Conten t s

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.

Exercises of Warrants

Warrant Exercises

During the year ended December 31, 2024, institutional holders exercised a total of 11,258,092 warrants pursuant to the February 2023 Warrant agreement at an exercise price of $ 3.2946 per share resulting in the issuance of 11,258,092 shares of the company’s common stock for proceeds totaling $ 37.1 million.

We recorded $ 83.2 million in additional paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2024 related to these exercises of warrants.

We recorded $ 83.2 million in additional paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2024 related to these warrant exercises.

During the year ended December 31, 2024, institutional holders exercised a total of 10,984,648 warrants pursuant to the July 2023 Warrant agreement at an exercise price of $ 3.2946 per share resulting in the issuance of 10,984,648 shares of the company’s common stock for proceeds totaling $ 36.2 million.

We recorded $ 80.3 million in additional paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2024 related to these exercises of warrants.

We recorded $ 80.3 million in additional paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2024 related to these warrant exercises.

During the year ended December 31, 2025 and 2023, there were no warrant exercises pursuant to the 2025 and 2023 warrant agreements.

Stock Purchase and Option Agreement

On December 29, 2023 and in connection with the RIPA, we entered into an SPOA with Oberland.

On December 29, 2023 and in connection with the RIPA, we entered into a SPOA with Oberland.

Under this agreement, Oberland had an option to purchase up to $ 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.

1 unchanged sentence

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.

Pursuant to the SPOA, in April 2024 Oberland exercised its option to purchase 858,990 shares of our common stock at an exercise price of $ 5.8208 per share generating net proceeds of approximately $ 4.9 million.

In relation to this transaction, we recorded $ 7.6 million in additional paid-in capital, on the statement of stockholders’ deficit during the year ended December 31, 2024.

Following such exercise, approximately $ 5.0 million remains available for future exercise under the SPOA as of December 31, 2024.

As of December 31, 2025, approximately $ 5.0 million remains available for future exercise under the SPOA.

Conversion of Promissory Notes into Common Stock

7 unchanged sentences

See Note 14 “Related-Party Debt” for more information.

Table of Conten t s

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

4 unchanged sentences

2025 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 110,020 shares as of December 31, 2024).

As of December 31, 2024, 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, 2024, approximately 25.4 million shares were available for future grants under the 2015 Plan.

On June 18, 2025, our stockholders voted to approve the 2025 Plan, which replaced the 2015 Plan in its entirety.

No further awards will be made under the 2015 Plan, but the 2015 Plan will continue to govern awards previously granted under it.

The 2025 Plan permits the grant of incentive stock options, within the meaning of Section 422 of the Code, to the company’s employees and the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, and Performance Awards (as defined in the 2025 Plan) to the company’s employees, directors and consultants.

A total of 46,088,027 shares were reserved for issuance pursuant to the 2025 Plan.

In addition, the shares reserved for issuance under the 2025 Plan also included shares subject to stock options or similar awards granted under the 2015 Plan that expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2015 Plan that are forfeited to or repurchased by the company (provided that the maximum number of shares that may be added to the 2025 Plan pursuant to this provision is 32,359,674 shares).

As of December 31, 2025, approximately 47,341,842 shares were available for future grants under the 2025 Plan.

Stock-Based Compensation

10 unchanged sentences

$ 36,809 $ 34,432 $ 49,163

Table of Conten t s

Stock-based compensation expense capitalized into inventory totaled $ 0.6 million for the year ended December 31, 2025.

There was no stock-based compensation expense capitalized into inventory for the years ended December 31, 2024 and 2023.

Capitalized stock-based compensation is recognized as an expense in cost of sales when the related product is sold.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Stock Options

1 unchanged sentence

(in thousands)

Outstanding as of December 31, 2023

9,820,435 $ 9.46 $ 6,046 6.6

Outstanding at December 31, 2024 15,407,588 $ 8.00 $ 90 7.1

Granted 11,216,448 $ 3.34

Exercised ( 110,020 ) $ 2.00

Expired/forfeited ( 440,563 ) $ 5.48

Outstanding as of December 31, 2024

15,407,588 $ 8.00 $ 90 7.1

Vested and exercisable as of December 31, 2024

8,038,537 $ 10.39 $ 90 5.5

Forfeited/expired ( 2,581,512 ) $ 16.05

Outstanding at December 31, 2025 23,932,504 $ 4.97 $ 17 7.9

Vested and exercisable at December 31, 2025 9,657,097 $ 6.70 $ 17 6.3

As of December 31, 2025, the unrecognized compensation cost related to outstanding stock options was $ 30.8 million, which is expected to be recognized over a remaining weighted-average period of 1.8 years.

During the year ended December 31, 2024, 2023 and 2022, the total intrinsic value of stock options exercised was $ 0.9 million, $ 0.3 million, and immaterial , respectively.

During the years ended December 31, 2025, 2024 and 2023, the total intrinsic value of stock options exercised was $ 0.1 million, $ 0.9 million, and $ 0.3 million, respectively.

During the years ended December 31, 2025, 2024 and 2023, cash proceeds received from stock option exercises were $ 0.2 million, $ 0.7 million, and $ 0.3 million, respectively.

1 unchanged sentence

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,

Years Ended December 31,

2025 2024 2023

10 unchanged sentences

The assumed dividend yield was based on our expectation of not paying dividends for the foreseeable future.

Table of Conten t s

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Restricted Stock Units

The following table summarizes RSU activity during the year ended December 31, 2025:

Nonvested balance as of December 31, 2023

7,503,979 $ 12.01

Nonvested balance at December 31, 2024 5,945,421 $ 11.41

Granted 4,875,232 $ 3.27

1 unchanged sentence

Forfeited/canceled ( 539,500 ) $ 7.49

Nonvested balance as of December 31, 2024

5,945,421 $ 11.41

Nonvested balance at December 31, 2025 8,127,668 $ 6.56

As of December 31, 2025, there was $ 22.5 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 1.8 years.

During the years ended December 31, 2025, 2024 and 2023, the total fair value of RSUs vested was $ 5.9 million, $ 14.6 million, and $ 11.1 million, respectively.

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) 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 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 13 “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 year ended December 31, 2024, We recorded deemed dividends of $ 0.2 million during the year ended December 31, 2024 and $ 0.4 million during the years ended December 31, 2023 and 2022, respectively, in additional paid-in capital, on the consolidated balance sheets, with a corresponding credit to stock-based compensation expense.

Related-Party Warrants

A total of 1,638,000 warrants issued to an affiliate of Dr.

Soon-Shiong with an exercise price of $ 3.24 per share were outstanding as of December 31, 2024.

Soon-Shiong with an exercise price of $ 3.240 per share were outstanding as of December 31, 2025 and 2024.

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 ANKTIVA (which has not yet been satisfied).

The warrants become exercisable 30 days following the achievement of the performance-based vesting condition (the initial exercise date) and expire on the 10th anniversary of the initial exercise date.

Table of Conten t s

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, 2024, we have not been required to pay U.S.

federal income tax, as well as income tax in California, other states, and other certain foreign jurisdictions.

Except for state franchise taxes, the company has not been required to pay significant U.S.

federal and state income taxes because of current and accumulated NOLs.

Our federal returns for tax years 2022 through 2024 remain open to examination, and our state returns remain subject to examination for tax years 2021 through 2024.

The Italian and South Korean returns for tax years 2019 through 2023 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.

NOL carryforwards and tax credits are still subject to examination in the year they are used.

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, 2024 that would be subject to U.S.

There are no cumulative earnings in our foreign subsidiaries as of December 31, 2025 that would be subject to U.S.

income tax or foreign withholding tax.

6 unchanged sentences

Loss before income taxes $ ( 351,607 ) $ ( 413,645 ) $ ( 583,892 )

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Income tax (expense) benefit consists of the following (in thousands):

8 unchanged sentences

Total deferred 139 — 14

Total income tax (expense) benefit $ — $ 40 $ ( 34 )

Table of Conten t s

Total income tax benefit $ 135 $ — $ 40

The effective income tax rate for the year ended December 31, 2025 differs from the statutory federal income tax rate presented after the adoption of ASU 2023-09 as follows (in thousands, except percentages):

Year Ended December 31, 2025

Provision for income taxes at U.S.

federal statutory rate $ 73,838 21.0 %

State and local income taxes, net of federal benefit ( 98 ) ( 0.0 )%

Foreign tax effects ( 677 ) ( 0.2 ) %

Effect of changes in tax laws or rates enacted in the current period — — %

Research and development credits 4,020 1.1 %

Non-taxable or non-deductible items:

Equity compensation ( 10,428 ) ( 3.0 ) %

Change in fair value of warrants 10,309 2.9 %

Change in fair value of related-party convertible note ( 8,982 ) ( 2.6 ) %

Other permanent differences ( 526 ) ( 0.2 ) %

Valuation allowance ( 66,561 ) ( 18.7 ) %

Uncertain tax positions ( 285 ) ( 0.1 ) %

Other adjustments:

Other ( 475 ) ( 0.2 ) %

Total tax benefit and effective tax rate $ 135 — %

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

As previously disclosed prior to the adoption of ASU 2023-09 (See Note 2 “Summary of Significant Accounting Policies—Recent Accounting Pronouncements” ), the effective income tax rate differed from the statutory federal income tax rate as follows:

Year Ended December 31,

Federal statutory tax rate 21.0 % 21.0 %

State income taxes, net of federal tax benefit 5.2 % 6.8 %

Change in fair value of warrants 1.0 % ( 1.8 ) %

Change in fair value of convertible notes 2.2 % ( 1.3 ) %

Investment loss — % 2.1 %

Tax rate adjustment 3.9 % 1.4 %

Research and development credits 2.5 % 3.1 %

Stock-based compensation ( 1.1 ) % ( 1.0 ) %

Section 162(m) limitation ( 0.5 ) % ( 0.4 ) %

Other ( 4.5 ) % 0.3 %

Valuation allowance ( 29.7 ) % ( 30.2 ) %

Effective income tax rate — % — %

The components that comprise our net deferred tax liabilities consist of the following (in thousands):

13 unchanged sentences

Operating lease right-of-use assets ( 8,497 ) ( 8,589 )

Depreciation — ( 1,533 )

Indefinite-lived intangible assets — ( 139 )

3 unchanged sentences

Net deferred tax liabilities $ — $ ( 139 )

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Changes in our valuation allowance are as follows (in thousands):

Year Ended December 31,

Valuation allowance – beginning of year $ 777,085 $ 648,444

Allowance taken or written off 78,162 122,845

Other adjustment – accumulated paid-in capital — 6,365

Other adjustment – other comprehensive income (loss) 598 ( 569 )

Valuation allowance – end of year $ 855,845 $ 777,085

As of December 31, 2025, we have federal NOLs of $ 2.1 billion, state NOLs of $ 2.3 billion, and foreign NOLs of $ 22.0 million.

1 unchanged sentence

Of the $ 2.3 billion in state NOLs, $ 76.3 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 2025, the remaining state NOL carryforwards expire beginning in 2025, the South Korean NOL carryforwards expire beginning in 2025, and the Italian NOLs do not expire.

The remaining federal NOL carryforwards expire beginning in 2026, the remaining state NOL carryforwards expire beginning in 2028, the foreign NOL carryforwards expire beginning in 2026.

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.

4 unchanged sentences

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.

Table of Conten t s

A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows:

Year Ended December 31,

2024 2023 2022

Federal statutory tax rate 21.0 % 21.0 % 21.0 %

State income taxes, net of federal tax benefit 5.2 % 6.8 % 9.5 %

Change in fair value of warrants 1.0 % ( 1.8 ) % 0.5 %

Change in fair value of convertible notes

2.2 % ( 1.3 ) % — %

Investment loss — % 2.1 % — %

Other permanent items — % — % ( 0.1 ) %

Tax rate adjustment 3.9 % 1.4 % ( 0.4 ) %

Research and development credits 2.5 % 3.1 % 3.6 %

Stock-based compensation ( 1.1 ) % ( 1.0 ) % ( 0.5 ) %

Section 162(m) limitation ( 0.5 ) % ( 0.4 ) % ( 2.1 ) %

Other ( 4.5 ) % 0.3 % 1.5 %

Valuation allowance ( 29.7 ) % ( 30.2 ) % ( 33.0 ) %

Effective income tax rate — % — % — %

The company’s valuation allowance as of December 31, 2025 increased compared to December 31, 2024 primarily due to losses from which the company cannot benefit.

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.

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As of December 31, 2025, 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.

Net operating losses and tax credits are also 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.

1 unchanged sentence

Therefore, any SRLY NOLs and tax credits will be subject to this limitation, as well as Section 382 and 383 limitations.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2025 and 2024, we have $ 389.4 million and $ 287.5 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.

The table below provides the updated requirements of ASU 2023-09 for 2025.

See Note 2 “Summary of Significant Accounting Policies” for additional details on the adoption of ASU 2023-09.

A summary of changes to the amount of unrecognized tax benefits is as follows (in thousands):

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Unrecognized tax benefits, end of year $ 20,336 $ 34,543 $ 35,470

Table of Conten t s

Included in the balance of unrecognized tax benefits as of December 31, 2025 is $ 17.0 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, 2024.

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 IRA, 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 is not an applicable corporation for the year ended December 31, 2024.

The company files income tax returns in the U.S., California, other states, and foreign jurisdictions.

Due to the company’s losses incurred, the company is essentially subject to income tax examination by tax authorities from inception to date.

The company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense.

As of December 31, 2025, there are no significant accruals for interest related to unrecognized tax benefits or tax penalties.

Upon the prospective adoption of ASU 2023-09 we are required to disclose income taxes paid, net of refunds for 2025.

All amounts for federal, state and foreign are zero for the year ended December 31, 2025.

One Big Beautiful Bill Act

On July 4, 2025, the OBBB Act was enacted in the U.S.

The OBBB Act includes significant provisions, such as the permanent extension of certain expiring provisions of the TCJA, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The company has evaluated the OBBB Act and estimated the impact to the consolidated financial statements will not be adverse.

We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

Employee Benefits

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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.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Earnings Per Share

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.

The following table reflects the calculation of basic and diluted loss per common share (in thousands, except per share amounts):

Year Ended December 31,

2025 2024 2023

Net loss per ImmunityBio common share – basic

Net loss attributable to ImmunityBio common stockholders $ ( 351,398 ) $ ( 413,564 ) $ ( 583,196 )

Weighted-average number of common shares outstanding – basic 919,863 697,312 508,636

Net loss per ImmunityBio common share – basic $ ( 0.38 ) $ ( 0.59 ) $ ( 1.15 )

Net loss per ImmunityBio common share – diluted

Net loss attributable to ImmunityBio common stockholders $ ( 351,398 ) $ ( 413,564 ) $ ( 583,196 )

Decrease in fair value of warrant liabilities — ( 19,921 ) —

Numerator for net loss per ImmunityBio common share – diluted $ ( 351,398 ) $ ( 433,485 ) $ ( 583,196 )

Weighted-average number of common shares outstanding – basic 919,863 697,312 508,636

Dilutive effect of assumed exercise of “in-the-money”

third-party warrants — 3,131 —

Denominator for net loss per ImmunityBio common share – diluted 919,863 700,443 508,636

Net loss per ImmunityBio common share – diluted $ ( 0.38 ) $ ( 0.62 ) $ ( 1.15 )

Potentially dilutive securities, whose effect would have been antidilutive, were excluded from the computation of diluted net loss per share.

As of December 31,

2025 2024 2023

Related-party convertible notes 93,053 93,053 162,472

Outstanding stock options 23,932 15,408 9,820

Outstanding RSUs 8,128 5,945 7,504

Outstanding related-party warrants 1,638 1,638 1,638

Outstanding third-party warrants 65,054 — 37,733

Total 191,805 116,044 219,167

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

See Note 13 “Revenue Interest Purchase Agreement” for more information.

Segment Information

We operate in one business segment, and therefore have one reportable segment, focused on developing next-generation therapies that bolster the natural immune system while addressing serious unmet needs within urologic and other cancers as well as infectious diseases.

We operate in one operating segment, and therefore have one reportable segment, focused on innovating, developing, and commercializing next-generation immunotherapies designed to activate the patient’s immune system and deliver durable protection against cancer 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.

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As the company manages its assets on a consolidated basis, the measure of segment assets is total assets, as reflected in the consolidated balance sheet.

Table of Conten t s

Net loss for our segment is as follows (in thousands):

In accordance with ASC 280, we provided information about customers that amount to 10% or more of our total revenue, see Note 2 “Summary of Significant Accounting Policies—Concentration of Major Customers” for more information.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Net loss for our reportable segment is as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Product revenue, net $ 14,150 $ — $ —

Other revenues 595 622 240

Total revenue $ 113,288 $ 14,745 $ 622

Operating costs and expenses

Cost of sales 753 — —

Research and development – external (including amounts

with related parties) (1)

29,268 67,124 61,807

Research and development – internal (including amounts

with related parties) (2)

Gross profit 112,535 14,745 622

Operating expenses

External research and development expense (including

amounts with related parties) (1)

29,273 29,268 67,124

Selling, general and administrative expense (including amounts

Internal research and development expense (including

amounts with related parties):

Personnel-related costs 94,767 90,864 89,085

Equipment, depreciation, and facility costs 52,087 52,176 51,810

Other research and development costs 42,432 17,836 24,347

Total internal research and development expense 189,286 160,876 165,242

Total research and development expense (including

amounts with related parties) 218,559 190,144 232,366

Selling, general and administrative (including amounts

with related parties) 150,003 168,783 129,620

Impairment of intangible assets — — 886

Other segment items (3)

69,463 221,602 66,022

Total operating costs and expenses 428,390 584,474 417,560

Net loss $ ( 413,645 ) $ ( 583,852 ) $ ( 417,320 )

_______________

(1) Our external research and development expenses support our various preclinical and clinical programs.

(2) Our 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.

(3) Other segment items include interest and investment income (loss), net;

Total operating expenses 368,562 358,927 362,872

Loss from operations ( 256,027 ) ( 344,182 ) ( 362,250 )

Other income (expense), net

Interest and investment income, net 6,405 7,975 1,131

Interest expense (including amounts with related parties) ( 60,985 ) ( 114,670 ) ( 128,934 )

changes in the fair value of warrant liabilities, related-party convertible notes and derivative liabilities;

Interest expense related to revenue interest liability ( 51,540 ) ( 39,657 ) ( 264 )

Change in fair value of warrant liabilities 49,089 19,955 ( 47,600 )

Change in fair value of related-party convertible note ( 42,773 ) 43,472 ( 36,203 )

Change in fair value of derivative liabilities 6,398 13,477 —

Loss on equity method investment — — ( 7,549 )

other (expense) income, net (including amounts with related parties);

and income tax benefit (expense).

Other expense, net ( 2,174 ) ( 15 ) ( 2,223 )

Total other expense, net ( 95,580 ) ( 69,463 ) ( 221,642 )

Loss before income taxes and noncontrolling interests ( 351,607 ) ( 413,645 ) ( 583,892 )

Income tax benefit 135 — 40

Net loss ( 351,472 ) ( 413,645 ) ( 583,852 )

Net loss attributable to noncontrolling interests, net of tax ( 74 ) ( 81 ) ( 656 )

Net loss attributable to ImmunityBio common stockholders $ ( 351,398 ) $ ( 413,564 ) $ ( 583,196 )

_______________

(1) Our external research and development expense supports our various preclinical and clinical programs.

(2) Our internal research and development expense includes payroll and benefits expenses, facilities and equipment expense, and other indirect research and development expenses incurred in support of our research and development activities.

ImmunityBio, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

We generate a portion of our revenues from outside of the U.S.

5 unchanged sentences

Total segment revenue $ 113,288 $ 14,745 $ 622

Table of Conten t s

Subsequent Events

Warrant Exercises

Subsequent to December 31, 2025, institutional holders exercised a total of 15,524,768 warrants pursuant to the April 2025 Warrant agreement at an exercise price of $ 3.1010 per share resulting in the issuance of 15,524,768 shares of the company’s common stock for proceeds totaling $ 48.1 million.

As of February 23, 2026, a total of 13,500,000 warrants remain outstanding under the April 2025 Warrant agreement.

Amendment to the Second Amended and Restated Promissory Note

On January 23, 2026, the company entered into a letter amendment to the second amended and restated promissory note (the “$ 505 million December 2024 Promissory Note”) with Nant Capital, LLC (the “note holder”), an entity affiliated with Dr.

Soon-Shiong, the company’s Executive Chairman and Global Chief Scientific and Medical Officer.

Pursuant to the letter amendment, the note holder may convert any portion of the outstanding principal amount of the $ 505 million December 2024 Promissory Note into fully paid and nonassessable shares of the company’s common stock at any time prior to the maturity date.

Prior to the letter amendment, the $ 505 million December 2024 Promissory Note, the note holder could only convert the outstanding principal amount in full.

No other changes were made in connection with the letter amendment.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data