ImmunityBio, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. ImmunityBio, Inc. and Subsidiaries Condensed Combined Consolidated Balance Sheets (in thousands, except share and per share amounts) March 31, December 31, 2021 2020 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 44,679 $ 34,915 Marketable securities 38,594 61,146 Due from related parties 2,057 2,003 Prepaid expenses and other current assets (including amounts with related parties) 14,242 13,649 Total current assets 99,572 111,713 Marketable securities, noncurrent 1,000 950 Property, plant and equipment, net 80,875 72,541 Non-marketable equity investment (Note 4) — 7,849 Intangible asset, net 1,438 1,463 Convertible note receivable 6,191 6,129 Operating lease right-of-use assets, net (including amounts with related parties) 18,447 18,138 Other assets (including amounts with related parties) 1,905 2,598 Total assets $ 209,428 $ 221,381 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 20,097 $ 11,510 Accrued expenses and other liabilities 36,793 36,771 Due to related parties 17,817 14,838 Operating lease liabilities (including amounts with related parties) 5,156 5,015 Total current liabilities 79,863 68,134 Related-party notes payable 297,286 254,353 Operating lease liabilities, less current portion (including amounts with related parties) 16,554 16,179 Deferred income tax liability 170 170 Other liabilities 891 1,035 Total liabilities 394,764 339,871 Commitments and contingencies (Note 8) Stockholders’ deficit: Common stock, $ 0.0001 par value; 500,000,000 shares authorized; 383,067,321 and 382,243,142 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively; excluding treasury stock, 163,800 shares outstanding as of March 31, 2021 and December 31, 2020, respectively 38 38 Additional paid-in capital 1,508,958 1,495,163 Accumulated deficit ( 1,694,745 ) ( 1,615,131 ) Accumulated other comprehensive (loss) income ( 38 ) 122 Total ImmunityBio stockholders’ deficit ( 185,787 ) ( 119,808 ) Noncontrolling interests 451 1,318 Total stockholders’ deficit ( 185,336 ) ( 118,490 ) Total liabilities and stockholders’ deficit $ 209,428 $ 221,381 The accompanying notes are an integral part of these condensed combined consolidated financial statements. 1 Table of Contents ImmunityBio, Inc. and Subsidiaries Condensed Combined Consolidated Statements of Operations (in thousands, except share and per share amounts) (Unaudited) Three Months Ended March 31, 2021 2020 Revenue $ 139 $ 165 Operating expenses: Research and development (including amounts with related parties) 41,128 27,374 Selling, general and administrative (including amounts with related parties) 45,275 9,493 Total operating expenses 86,403 36,867 Loss from operations ( 86,264 ) ( 36,702 ) Other income (expense): Interest and investment income, net 8,944 78 Interest expense (including amounts with related parties) ( 3,168 ) ( 1,889 ) Other income, net (including amounts with related parties) 13 1,104 Total other income (expense) 5,789 ( 707 ) Loss before income taxes and noncontrolling interests ( 80,475 ) ( 37,409 ) Income tax expense ( 6 ) ( 18 ) Net loss ( 80,481 ) ( 37,427 ) Net loss attributable to noncontrolling interests, net of tax ( 867 ) ( 389 ) Net loss attributable to ImmunityBio common stockholders $ ( 79,614 ) $ ( 37,038 ) Net loss per ImmunityBio common share – basic and diluted $ ( 0.21 ) $ ( 0.10 ) Weighted-average number of common shares used in computing net loss per share – basic and diluted 382,741,464 371,989,232 The accompanying notes are an integral part of these condensed combined consolidated financial statements. 2 Table of Contents ImmunityBio, Inc. and Subsidiaries Condensed Combined Consolidated Statements of Comprehensive Loss (in thousands) (Unaudited) Three Months Ended March 31, 2021 2020 Net loss $ ( 80,481 ) $ ( 37,427 ) Other comprehensive (loss) income, net of income taxes: Net unrealized losses on available-for-sale securities ( 1 ) ( 24 ) Foreign currency translation adjustments ( 162 ) 70 Reclassification of net realized losses on available-for-sale securities included in net loss 3 1 Total other comprehensive (loss) income ( 160 ) 47 Comprehensive loss ( 80,641 ) ( 37,380 ) Comprehensive loss attributable to noncontrolling interests ( 867 ) ( 389 ) Comprehensive loss attributable ImmunityBio common stockholders $ ( 79,774 ) $ ( 36,991 ) The accompanying notes are an integral part of these condensed combined consolidated financial statements. 3 Table of Contents ImmunityBio, Inc. and Subsidiaries Condensed Combined Consolidated Statements of (Deficit) Equity (in thousands, except share amounts) (Unaudited) Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Total ImmunityBio Stockholders’ Noncontrolling Total Stockholders’ Three Months Ended March 31, 2021 Shares Amount Capital Deficit Income (Loss) Deficit Interests Deficit Balance as of December 31, 2020 382,243,142 $ 38 $ 1,495,163 $ ( 1,615,131 ) $ 122 $ ( 119,808 ) $ 1,318 $ ( 118,490 ) Stock-based compensation expense — — 15,298 — — 15,298 — 15,298 Exercise of stock options 690,465 — 1,121 — — 1,121 — 1,121 Vesting of restricted stock units (RSUs) 235,725 — — — — — — — Net share settlement for RSUs vesting ( 102,011 ) — ( 2,624 ) — — ( 2,624 ) — ( 2,624 ) Other comprehensive loss — — — — ( 160 ) ( 160 ) — ( 160 ) Net loss — — — ( 79,614 ) — ( 79,614 ) ( 867 ) ( 80,481 ) Balance as of March 31, 2021 383,067,321 $ 38 $ 1,508,958 $ ( 1,694,745 ) $ ( 38 ) $ ( 185,787 ) $ 451 $ ( 185,336 ) Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Total ImmunityBio Stockholders’ Equity Noncontrolling Total Stockholders’ Equity Three Months Ended March 31, 2020 Shares Amount Capital Deficit Loss (Deficit) Interests (Deficit) Balance as of December 31, 2019 371,976,995 $ 37 $ 1,406,002 $ ( 1,393,280 ) $ ( 87 ) $ 12,672 $ 3,654 $ 16,326 Stock-based compensation expense — — 480 — — 480 — 480 Vesting of RSUs 63,750 — — — — — — — Net share settlement for RSUs vesting ( 25,722 ) — ( 123 ) — — ( 123 ) — ( 123 ) Other comprehensive income — — — — 47 47 — 47 Net loss — — — ( 37,038 ) — ( 37,038 ) ( 389 ) ( 37,427 ) Balance as of March 31, 2020 372,015,023 $ 37 $ 1,406,359 $ ( 1,430,318 ) $ ( 40 ) $ ( 23,962 ) $ 3,265 $ ( 20,697 ) The accompanying notes are an integral part of these condensed combined consolidated financial statements. 4 Table of Contents ImmunityBio, Inc. and Subsidiaries Condensed Combined Consolidated Statements of Cash Flows (in thousands) (Unaudited) Three Months Ended March 31, 2021 2020 Operating activities: Net loss $ ( 80,481 ) $ ( 37,427 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 15,298 480 Unrealized (gains) losses on equity securities ( 8,834 ) 202 Non-cash interest items, net (including amounts with related parties) 3,435 1,965 Depreciation and amortization 2,972 3,461 Non-cash lease expense related to operating lease right-of-use assets 1,555 1,177 Amortization of net premiums and discounts on marketable debt securities 225 45 Deferred tax — ( 1,067 ) Other ( 125 ) 4 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 934 ) ( 4,020 ) Other assets 693 322 Accounts payable 6,497 ( 1,724 ) Accrued expenses and other liabilities ( 1,893 ) 8,228 Related parties 2,597 ( 2,411 ) Operating lease liabilities ( 1,474 ) ( 342 ) Net cash used in operating activities ( 60,469 ) ( 31,107 ) Investing activities: Purchases of property, plant and equipment ( 7,083 ) ( 315 ) Purchases of marketable debt securities, available-for-sale ( 91 ) ( 10,300 ) Maturities of marketable debt securities 31,925 23,109 Proceeds from sales of marketable debt securities 7,094 1,500 Net cash provided by investing activities 31,845 13,994 Financing activities: Proceeds from issuance of related-party promissory notes 40,000 — Proceeds from exercises of stock options 1,121 — Net share settlement for RSUs vesting ( 2,624 ) ( 123 ) Net cash provided by (used in) financing activities 38,497 ( 123 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 109 ) 89 Net change in cash, cash equivalents, and restricted cash 9,764 ( 17,147 ) Cash, cash equivalents, and restricted cash, beginning of period 35,094 75,980 Cash, cash equivalents, and restricted cash, end of period $ 44,858 $ 58,833 The accompanying notes are an integral part of these condensed combined consolidated financial statements. 5 Table of Contents ImmunityBio , Inc. and Subsidiaries Condensed Combined Consolidated Statements of Cash Flows (Continued) (in thousands) (Unaudited) Three Months Ended March 31, 2021 2020 Reconciliation of cash, cash equivalents, and restricted cash, end of period: Cash and cash equivalents $ 44,679 $ 58,654 Restricted cash (Note 3) 179 179 Cash, cash equivalents, and restricted cash, end of period $ 44,858 $ 58,833 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 12 $ 7 Income taxes $ 2 $ — Supplemental disclosure of non-cash activities: Property and equipment purchases included in accounts payable, accrued expenses, and due to related parties $ ( 4,267 ) $ ( 367 ) Right-of-use assets obtained in exchange for operating lease liabilities $ 1,388 $ — Unrealized gains on marketable debt securities $ 14 $ 23 The accompanying notes are an integral part of these condensed combined consolidated financial statements. 6 Table of Contents ImmunityBio, Inc. and Subsidiaries Notes to Unaudited Condensed Combined Consolidated Financial Statements 1. Description of Business Organization We were incorporated in Illinois on October 7, 2002 under the name ZelleRx Corporation. On January 22, 2010, we changed our name to Conkwest, Inc. In March 2014, we formed Conkwest, Inc., our wholly-owned subsidiary in the state of Delaware, or Conkwest Delaware, for the purposes of changing the state of our incorporation to the state of Delaware. In March 2014, we merged with an into Conkwest Delaware, with Conkwest Delaware surviving the merger. On July 10, 2015, we changed our name to NantKwest, Inc. On March 9, 2021, we completed a merger with NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) and we changed our name to ImmunityBio, Inc. Our principal executive offices are located in San Diego, California. In these notes to unaudited condensed combined consolidated financial statements, the terms “ImmunityBio,” “the company,” “the combined company,” “we,” “us,” and “our” refer to ImmunityBio and subsidiaries. We established ImmunityBio to advance the next-generation immunotherapies and to address unmet needs within oncology and infectious disease. Our platform is designed to overcome limitations of the current standards of T cell-based immunotherapies, including checkpoint inhibitors and CAR-T cells and is based on our four key modalities: (1) activating natural killer, or NK, and T cells using antibody cytokine fusion proteins, (2) activating tumoricidal macrophages using low-dose synthetic immunomodulators, (3) generating memory T cells using vaccine candidates developed with our second-generation adenovirus, or hAd5, technology, and (4) off-the-shelf natural killer cells from the NK‑92 cell line and memory-like cytokine-enhanced natural killer cells (m‑ceNK) from allogenic and autologous donors. We own a broad, clinical-stage immunotherapy pipeline, including an antibody cytokine fusion protein (an IL‑15 superagonist (N‑803) known as Anktiva), an albumin-associated anthracycline synthetic immunomodulator (aldoxorubicin), second-generation adenovirus (hAd5) and yeast vaccine technologies (targeting tumor-associated antigens and neoepitopes), off-the-shelf genetically engineered natural killer cell lines inducing cancer and virally infected cell death through a variety of concurrent mechanisms (including innate killing, antibody-mediated killing, and CAR-directed killing), patient specific NK cell product for cancer that is an autologous Memory cytokine enhanced Natural Killer cells, macrophage polarizing peptides, and bi-specific fusion proteins targeting CD20, PD‑L1, TGF‑ b and IL‑12. Our immunotherapy clinical pipeline consists of over 40 clinical trials in Phase 1, 2, or 3 development across 19 indications in solid and liquid cancers and infectious diseases. We have an expansive clinical-stage pipeline and intellectual property portfolio with 17 first-in-human assets in 25 Phase II to III clinical trials. In December 2019, the United States, or U.S., Food and Drug Administration , or FDA, granted Breakthrough Therapy designation to Anktiva for bacillus Calmette-Guérin, or BCG, unresponsive carcinoma in situ non-muscle invasive bladder cancer. Other indications currently with registration-potential studies include BCG unresponsive papillary bladder cancer, first- and second-line lung cancer, and metastatic pancreatic cancer. The Merger On December 21, 2020 , we and NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) (“NantCell”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which we and NantCell agreed to combine our businesses. The Merger Agreement provided that a wholly-owned subsidiary of the company would merge with and into NantCell (the “Merger”), with NantCell surviving the Merger as a wholly-owned subsidiary of the company. On March 9, 2021 , we completed the Merger pursuant to the terms of the Merger Agreement. Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of NantCell common stock , par value $ 0.001 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as set forth in the Merger Agreement, was converted automatically into a right to receive 0.8190 (the “Exchange Ratio”) newly issued shares of common stock, par value $ 0.0001 per share, of the company (“Company Common Stock”), with cash paid in lieu of any fractional shares. At the Effective Time, each share of the company’s common stock issued and outstanding immediately prior to the Effective Time, remained an issued and outstanding share of the combined company. At the Effective Time, each outstanding option, warrant or restricted stock unit to purchase NantCell common stock was converted using the Exchange Ratio into an option, warrant or restricted stock unit, respectively, on the same terms and conditions immediately prior to the Effective Time, to purchase shares of Company Common Stock. 7 Table of Contents Immediately following the Effective Time, the former stockholders of NantCell held approximately 71.5 % of the outstanding shares of Company Common Stock and the stockholders of the company as of immediately prior to the Merger held approximately 28.5 % of the outstanding shares of Company Common Stock. As a result of the Merger and immediately following the Effective Time, Dr. Patrick Soon-Shiong, our Executive Chairman, and his affiliates beneficially own, in the aggregate, approximately 81.8 % of the outstanding shares of Company Common Stock. Following the consummation of the Merger, shares of the company’s common stock are now listed on the Nasdaq Global Select Market under the symbol “IBRX.” We incurred costs totaling $ 23.2 million in connection with the Merger, consisting of financial advisory, legal and other professional fees, of which $ 12.9 million was recorded during the three months ended March 31, 2021. Merger-related costs are reported in selling, general and administrative expense , on the condensed combined consolidated statements of operations. Accounting Treatment of the Merger The Merger represents a business combination pursuant to Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 805-50, Mergers , which is accounted for as a transaction between entities under common control as Dr. Soon-Shiong and his affiliates were the controlling stockholders of each of the company and NantCell for all of the periods presented in this report. As a result, all of the assets and liabilities of NantCell were combined with ours at their historical carrying amounts on the closing date of the Merger. We have recast our prior period financial statements to reflect the conveyance of NantCell’s common shares as if the Merger had occurred as of the earliest date of the financial statements presented. All material intercompany accounts and transactions have been eliminated in consolidation. The following table provides the impact of the change in reporting entity on our unaudited condensed combined consolidated statements of operations for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 NantCell NantKwest Intercompany Eliminations ImmunityBio, Inc. Revenue $ 183 $ — $ ( 44 ) $ 139 Operating expenses: Research and development (including amounts with related parties) 21,509 19,725 ( 106 ) 41,128 Selling, general and administrative (including amounts with related parties) 24,382 20,903 ( 10 ) 45,275 Loss from operations ( 45,708 ) ( 40,628 ) 72 ( 86,264 ) Other (expense) income, net (including amounts with related parties) ( 848 ) 6,637 — 5,789 Income tax expense — ( 6 ) — ( 6 ) Net loss $ ( 46,556 ) $ ( 33,997 ) $ 72 $ ( 80,481 ) Three Months Ended March 31, 2020 NantCell NantKwest Intercompany Eliminations ImmunityBio, Inc. Revenue $ 168 $ 21 $ ( 24 ) $ 165 Operating expenses: Research and development (including amounts with related parties) 14,252 13,234 ( 112 ) 27,374 Selling, general and administrative (including amounts with related parties) 4,120 5,373 — 9,493 Loss from operations ( 18,204 ) ( 18,586 ) 88 ( 36,702 ) Other (expense) income, net (including amounts with related parties) ( 910 ) 203 — ( 707 ) Income tax expense ( 18 ) — — ( 18 ) Net loss $ ( 19,132 ) $ ( 18,383 ) $ 88 $ ( 37,427 ) 8 Table of Contents 2. Summary of Significant Accounting Policies There have been no material changes to our significant accounting policies from those described in the Notes to Combined Consolidated Financial Statements included in the Combined Consolidated Financial Statements of ImmunityBio, Inc. as of December 31, 2020 and December 31, 2019 (including NantCell, Inc.) filed as Exhibit 99.2 to our Current Report on Form 8‑K/A filed with the Securities and Exchange Commission, or SEC, on April 22, 2021. Basis of Presentation The accompanying unaudited condensed combined consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, and pursuant to the rules and regulations of the SEC. The unaudited condensed combined 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. The unaudited condensed combined consolidated financial statements do not include all information and notes required by U.S. GAAP for annual reports. As of March 31, 2021, the company had an accumulated deficit of $ 1.7 billion. We also had negative cash flows from operations of $ 60.5 million for the three months ended March 31, 2021. The company will likely need additional capital to further fund the development of, and seek regulatory approvals for, our product candidates, and to begin to commercialize any approved products. The condensed combined consolidated financial statements are derived from the company’s and NantCell’s respective historical consolidated financial statements for each period presented. Since the entities have been under common control for all periods presented, the condensed combined consolidated financial statements assume that the Merger took place at the beginning of the earliest period for which the condensed combined consolidated financial statements are presented. Accordingly, these financial statements should be read in conjunction with the audited combined consolidated financial statements and notes thereto for the fiscal year ended December 31, 2020 included in the Combined Consolidated Financial Statements of ImmunityBio, Inc. as of December 31, 2020 and December 31, 2019 (including NantCell, Inc.) filed as Exhibit 99.2 to our Current Report on Form 8‑K/A filed with the SEC on April 22, 2021. Interim operating results are not necessarily indicative of operating results for the full year. The condensed combined consolidated financial statements have been prepared assuming the company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of the uncertainty of our ability to continue as a going concern. As a result of continuing anticipated operating cash outflows, we believe that substantial doubt exists regarding our ability to continue as a going concern without additional funding or financial support. However, we believe our existing cash, cash equivalents, and investments in marketable securities, together with capital to be raised through equity offerings, including but not limited to the offering, issuance and sale by us of up to a maximum aggregate offering of $ 500.0 million of our common stock that may be issued and sold under an “at-the-market” sales agreement with Jefferies LLC, or the ATM, and our potential ability to borrow from affiliated entities, will be sufficient to fund operations through at least the next 12 months following the issuance date of the financial statements based primarily upon our Executive Chairman’s intent and ability to support our operations with additional funds, including loans from affiliated entities, as required, which we believe alleviates such doubt. We may also seek to sell additional equity, through one or more follow-on public offerings, or in separate financings, or obtain a credit facility. However, we may not be able to secure such financing in a timely manner or on favorable terms. Without additional funds, we may choose to delay or reduce our operating or investment expenditures. Further, because of the risk and uncertainties associated with the commercialization of our product candidates in development, we may need additional funds to meet our needs sooner than planned. Principles of Consolidation The accompanying unaudited condensed combined consolidated financial statements include the accounts of the company and its subsidiaries. All intercompany amounts have been eliminated. For consolidated entities where we have less than 100% of ownership, we record net loss attributable to noncontrolling interest in our condensed combined consolidated statements of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties. 9 Table of Contents We apply the variable interest model under ASC Topic 810, Consolidation , to any entity in which we hold an equity investment or to which we have the power to direct the entity’s most significant economic activities and the ability to participate in the entity’s economics. If the entity is within the scope of the variable interest model and meets the definition of a variable interest entity, or 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 ownership of a majority of the voting interests in the entity and therefore should be considered for consolidation under the voting interest model. Unconsolidated equity investments in the common stock or in-substance common stock of an entity under which we are able to exercise significant influence, but not control, are accounted for using the equity method. Our ability to exercise significant influence is generally indicated by ownership of 20 % to 50 % interest in the voting securities of the entity. All other unconsolidated equity investments on which we are not able to exercise significant influence will be subsequently measured at fair value with unrealized holding gains and losses included in interest and investment income, net , on the condensed combined consolidated statements of operations. In the instance the equity investment does not have a readily determinable fair value and does not qualify for the practical expedient to estimate fair value in accordance with ASC Topic 820, Fair Value Measurement , or ASC 820, we will apply the measurement alternative under ASC Topic 321, Investments—Equity Securities , or ASC 321, pursuant to which we will measure the investment at its cost, less impairment, adjusted for observable price changes in an orderly market for an identical or similar investment of the same issuer. Prior to March 31, 2021, we owned non-marketable equity securities that were accounted for using the measurement alternative under ASC 321 because the preferred stock held by us was not considered in-substance common stock and such preferred stock did not have a readily determinable fair value. All investments are reviewed for possible impairment on a regular basis. If an investment’s fair value is determined to be less than its net carrying value, the investment is written down to its fair value. Such an evaluation is judgmental and dependent on specific facts and circumstances. Factors considered in determining whether an impairment indicator is present include: the investees’ earnings performance and clinical trial performance, change in the investees’ industry and geographic area in which it operates, offers to purchase or sell the security for a price less than the cost of the investment, issues that raise concerns about the investee’s ability to continue as a going concern, and any other information that we may be aware of related to the investment. Factors considered in determining whether an observable price change has occurred include: the price at which the investee issues equity instruments similar to those of our investment and the rights and preferences of those equity instruments compared to ours. Use of Estimates The preparation of condensed combined 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 condensed combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to the valuation of equity-based awards, deferred income taxes and related valuation allowances, preclinical and clinical trial accruals, impairment assessments, contingent value right measurement and assessments, the measurement of right-of-use assets and lease liabilities, useful lives of long-lived assets, loss contingencies, fair value measurements, and the assessment of our ability to fund our operations for at least the next 12 months from the date of issuance of these 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, such as the economic considerations related to the impact that the ongoing coronavirus pandemic could have on our significant accounting estimates. Actual results could differ from those estimates. 10 Table of Contents Risks and Uncertainties In March 2020, the World Health Organization declared the novel strain of coronavirus disease (SARS‑CoV‑2) a pandemic. To date, our operations have not been significantly disadvantaged by the pandemic. However, we cannot at this time predict the specific extent, duration, or full impact that this pandemic may have on our financial condition and results of operations, including ongoing and planned clinical trials. More specifically, the pandemic may result in prolonged impacts that we cannot predict at this time and we expect that such uncertainties will continue to exist for the foreseeable future. The impact of the pandemic on our financial performance will depend on future developments, including the duration and spread of the outbreak, impact of potential variants and the related governmental advisories and restrictions. These developments and the impact of the ongoing pandemic on the financial markets and the overall economy are highly uncertain. If the financial markets and/or the overall economy are impacted for an extended period, our results may be adversely affected. 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 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 of the range of potential losses disclosed. Moreover, we record gain contingencies only when they are realizable, and the amount is known. Additionally, we record our rights to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with our third-party insurers and when receipt is deemed probable. This includes instances when our third-party insurers have agreed to pay, on our behalf, certain legal defense costs and settlement amounts directly to applicable law firms and a settlement fund. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, marketable securities, and a convertible note receivable. Our cash and cash equivalents are held by one major financial institution in the U.S., one in South Korea and one in Italy. Product candidates developed by us will require approvals or clearances from the FDA or international regulatory agencies prior to commercial sales. There can be no assurance that any of our product candidates will receive any of the required approvals or clearances. If we were to be denied approval or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us. Stock-Based Compensation We account for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation—Stock Compensation , or ASC 718. We measure the fair value of an equity-classified award at the grant date and recognize the stock-based compensation expense over the period of vesting on the straight-line basis for our outstanding share awards that do not contain a performance condition. For awards subject to performance-based vesting conditions, we assess the probability of the individual milestones under the award being achieved and stock-based compensation expense is recognized over the service period using the graded vesting method once management believes the performance criteria is probable of being met. For awards with service or performance conditions, we recognize the effect of forfeitures in compensation cost in the period that the award was forfeited. 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. 11 Table of Contents For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities that have been excluded from the computation of p otentially dilutive securities: As of March 31, 2021 2020 (Unaudited) Outstanding stock options 4,978,314 6,080,483 Outstanding RSUs 7,636,132 1,102,528 Outstanding related-party warrants 1,638,000 1,638,000 Total 14,252,446 8,821,011 Amounts in the table above reflect the common stock equivalents of the noted instruments, including awards issued under the NantKwest 2015 Equity Incentive Plan (the “2015 Plan”), the NantKwest 2014 Equity Incentive Plan (the “2014 Plan”), and awards issued under the NantCell, Inc. 2015 Stock Incentive Plan (the “NC 2015 Plan”) that, in the case of March 31, 2021, were outstanding immediately prior to the Effective Time of the Merger and in the case of March 31, 2020 have been adjusted to include the combined NC 2015 Plan and NantCell warrants then outstanding (in both cases adjusted using the Merger Exchange Ratio of 0.8190 ). See Note 11 , Stock-Based Compensation , for further information. Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update, or ASU, 2016‑13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , or ASU 2016-13. The FASB subsequently issued amendments to ASU 2016‑13, which have the same effective date and transition dates as described below. The new guidance supersedes existing U.S. GAAP for measuring and recording of credit losses on financial assets measured at amortized cost by replacing the incurred-loss model with an expected-loss model. Accordingly, these financial assets will be presented at the net amount expected to be collected. This new standard also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net income rather than reducing the carrying amount under the current, other-than-temporary-impairment model. For public business entities that meet the definition of an SEC filer, except entities that are eligible to be a smaller reporting company as defined by the SEC, the standard is effective for annual periods beginning after December 15, 2019, and interim periods therein. For all other entities, including us, the standard is effective for annual periods beginning after December 15, 2022, and interim periods therein. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018. With certain exceptions, adjustments are to be applied using a modified-retrospective approach by reflecting adjustments through a cumulative-effect impact on retained earnings as of the beginning of the fiscal year of adoption. We continue to evaluate the impact that this new standard and its related amendments will have on our consolidated financial statements and we do not intend to early adopt this new standard. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the SEC during the three months ended March 31, 2021 did not, or are not expected to, have a material effect on our consolidated financial statements. 12 Table of Contents 3. Financial Statement Details Prepaid expenses and other current assets As of March 31, 2021 and December 31, 2020, prepaid expenses and other current assets consist of the following (in thousands): March 31, 2021 December 31, 2020 (Unaudited) Prepaid preclinical and clinical trial services – with related party (Note 9) $ 4,648 $ 4,626 Insurance claim receivable 2,932 2,518 Prepaid services 1,435 1,294 Prepaid license fees 1,329 801 Prepaid insurance 1,230 1,365 Insurance premium financing asset 571 1,421 Prepaid rent 569 589 Equipment deposits 375 66 Tenant improvement receivables – with related party (Note 9) 313 — Prepaid equipment maintenance 239 243 Interest receivable – marketable debt securities 132 473 Prepaid supplies – with related party (Note 9) 131 143 Other 338 110 Prepaid expenses and other current assets $ 14,242 $ 13,649 We have reflected our right 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 receipt is deemed probable. This includes instances where 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. Our insurance claims receivable as of March 31, 2021 and December 31, 2020 are the result of the recovery of legal costs, which had been previously charged in prior periods to s elling, general and administrative expense, on the condensed combined consolidated statements of operations. Property, plant and equipment, net As of March 31, 2021 and December 31, 2020, property, plant and equipment, net, consist of the following (in thousands): March 31, 2021 December 31, 2020 (Unaudited) Leasehold improvements $ 52,200 $ 52,251 Equipment 38,556 34,738 Buildings 22,690 22,690 Construction in progress 8,308 1,333 Software 2,659 2,376 Furniture & fixtures 1,007 1,015 Gross property, plant and equipment 125,420 114,403 Less: Accumulated depreciation and amortization 44,545 41,862 Property, plant and equipment, net $ 80,875 $ 72,541 Construction in progress at March 31, 2021 is related primarily to expansion of our hAd5 pharmaceutical development and manufacturing facilities, including construction of a new filling suite at our leased facilities in El Segundo, California . Depreciation and amortization expense related to property, plant and equipment totaled $ 3.0 million and $ 3.5 million for the three months ended March 31, 2021 and 2020, respectively. 13 Table of Contents Other assets As of March 31, 2021 and December 31, 2020, other assets consist of the following (in thousands): March 31, 2021 December 31, 2020 (Unaudited) VAT receivable $ 810 $ 864 Security deposits 319 634 Prepaid software license fees 227 455 Restricted cash 179 179 Due from related party 54 51 Prepaid preclinical and clinical trial services – with related party (Note 9) — 92 Other 316 323 Other assets $ 1,905 $ 2,598 Restricted cash is comprised of a certificate of deposit that serves as collateral for a letter of credit required by our landlord as a security deposit related to our facility in San Diego, California. Accrued expenses and other liabilities As of March 31, 2021 and December 31, 2020, accrued expenses and other liabilities consist of the following (in thousands): March 31, 2021 December 31, 2020 (Unaudited) Accrued bonus $ 6,947 $ 5,288 Accrued dissenting shares (Note 8) 6,854 6,769 Accrued professional and service fees 6,728 7,668 Accrued preclinical and clinical trial costs 4,656 4,339 Accrued compensation 4,349 3,891 Accrued research and development costs 2,103 4,002 Accrued construction costs 1,931 — Accrued contingent consideration payable 822 856 Accrued laboratory equipment and supplies 681 641 Financing obligation – current portion 571 1,421 Deferred revenue 263 270 Accrued franchise, sales, use and property taxes 113 103 Accrued capital expenditures 16 337 Other 759 1,186 Accrued expenses and other liabilities $ 36,793 $ 36,771 Interest and investment income, net Interest and investment income, net consists of the following (in thousands): Three Months Ended March 31, 2021 2020 (Unaudited) Unrealized gains (losses) from equity securities $ 8,833 $ ( 198 ) Interest income 339 322 Investment amortization expense, net ( 225 ) ( 45 ) Net realized losses on investments ( 3 ) ( 1 ) Interest and investment income, net $ 8,944 $ 78 14 Table of Contents Interest income includes interest from marketable securities, convertible notes receivable, other assets, and interest from bank deposits. We did not recognize an impairment loss on any investments during the three months ended March 31, 2021 and 2020. 4. Equity Investment in Viracta Therapeutics In March 2017, we participated in a Series B convertible preferred stock financing and invested $ 8.5 million in Viracta Therapeutics, Inc., or Viracta, a clinical stage drug development company, which was initially recorded at cost. In May 2017, we executed an exclusive worldwide license with Viracta to develop and commercialize Viracta’s proprietary histone deacetylase inhibitor drug candidate for use in combination with natural killer cell therapy and possibly additional therapies. In June 2018, Viracta executed a 2018 Note and Warrant Purchase Agreement with existing and new investors, including us. The initial closing under the Purchase Agreement occurred in June 2018, at which point we purchased a convertible note for $ 0.4 million, which under certain circumstances was convertible into preferred stock of Viracta, and a warrant to purchase Viracta’s common stock. In September 2018, a milestone closing under the Purchase Agreement occurred, at which point we purchased an additional convertible note for $ 0.4 million, which under certain circumstances was convertible into preferred stock of Viracta, and a warrant to purchase Viracta’s common stock. Effective January 31, 2019, the notes, together with accrued interest then outstanding, were converted to Series B preferred stock resulting in an increase to our investment in Viracta’s Series B convertible preferred stock of $ 0.8 million. In May 2019, we exercised warrants to acquire 253,120 shares of Viracta common stock. Based on the level of equity investment at risk, Viracta was not a VIE and therefore was not consolidated under the VIE model. In addition, we did not hold a controlling financial interest in Viracta, and therefore we did not consolidate Viracta under the voting interest model. As the preferred stock was not considered in-substance common stock, the investment was not within the scope of accounting for the investment under the equity method. As the preferred stock did not have a readily determinable fair value and did not qualify for the practical expedient to estimate fair value in accordance with ASC 820, we had elected to apply the measurement alternative under ASC 321, pursuant to which we measured our investment in Viracta at cost, less impairment, adjusted for observable price changes in an orderly market for an identical or similar investment of the same issuer. As of December 31, 2020, our fair value assessment indicated that the offering of Viracta’s Series E preferred stock in November 2020, at a lower offering price per share than the per share carrying amount of our investment in Viracta, was a directional indicator representing an observable price change in an orderly transaction for a similar investment. On December 31, 2020, we reduced the carrying value by $ 1.4 million due to the observable price change, which was included in interest and investment income, net , on the condensed combined consolidated statements of operations for the year ended December 31, 2020. As of December 31, 2020, the carrying value of our investment in Viracta, which was reflected in non-marketable equity investment, on the condensed combined consolidated balance sheets, was $ 7.8 million. On February 24, 2021, Sunesis Pharmaceuticals, Inc., a public company, completed a business combination with Viracta. In connection with this business combination, our preferred stock investment in Viracta was converted into 1,562,604 shares of Viracta common stock effective February 25, 2021. As of March 31, 2021, the carrying value of our investment in Viracta, which is reflected in marketable securities , on the condensed combined consolidated balance sheets totaled $ 14.5 million (including an unrealized gain of $ 6.6 million). 15 Table of Contents 5. Financial Instruments Investments in Marketable Debt Securities As of March 31, 2021, the 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): March 31, 2021 (Unaudited) Weighted- Average Remaining Contractual Life (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Current: Corporate debt securities 0.2 $ 15,541 $ 1 $ ( 4 ) $ 15,538 Mutual funds 35 2 — 37 Current portion 15,576 3 ( 4 ) 15,575 Noncurrent: Foreign bonds 5.1 861 139 — 1,000 Noncurrent portion 861 139 — 1,000 Total $ 16,437 $ 142 $ ( 4 ) $ 16,575 As of December 31, 2020, the 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, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Current: Corporate debt securities $ 54,789 $ 2 $ ( 19 ) $ 54,772 Mutual funds 35 2 — 37 Current portion 54,824 4 ( 19 ) 54,809 Noncurrent: Foreign bonds 861 89 — 950 Noncurrent portion 861 89 — 950 Total $ 55,685 $ 93 $ ( 19 ) $ 55,759 Accumulated unrealized losses on debt securities classified as available-for-sale that have been in a continuous loss position for less than 12 months and for more than 12 months as of March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, 2021 (Unaudited) Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 13,535 $ ( 4 ) $ — $ — Total $ 13,535 $ ( 4 ) $ — $ — December 31, 2020 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 42,762 $ ( 19 ) $ — $ — Total $ 42,762 $ ( 19 ) $ — $ — 16 Table of Contents As of March 31, 2021, a total of 14 of the securities were in unrealized loss positions. We evaluated our securities for other-than-temporary impairment and concluded that the decline in value was primarily caused by current economic and market conditions. We do not intend to sell the investments and it is not more likely than not that we will be required to sell these investments before recovery of their amortized cost bases. Therefore, we did not recognize any other-than-temporary impairment losses during the three months ended March 31, 2021. Realized gains and losses on sales of available-for-sale debt securities during the three months ended March 31, 2021 and 2020 were not material. Marketable Equity Securities We held investments in marketable equity securities with readily determinable fair values of $ 23.0 million and $ 6.3 million as of March 31, 2021 and December 31, 2020, respectively. Unrealized gains recognized on equity securities with readily determinable fair values totaled $ 8.8 million for the three months ended March 31, 2021, while unrealized losses recognized on equity securities with readily determinable fair values totaled $ 0.2 million for the three months ended March 31, 2020. There were no realized gains or losses on sales of equity securities for the three months ended March 31, 2021 and 2020. 6. Fair Value Measurements Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: • Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these products does not entail a significant degree of judgment. Our Level 1 assets consist of bank deposits, money market funds, and marketable equity securities. • Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. Our Level 2 assets consist of corporate debt securities including commercial paper, government-sponsored securities and corporate bonds, as well as foreign municipal securities. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. We utilize a third-party pricing service to assist in obtaining fair value pricing for our investments in marketable debt securities. Inputs are documented in accordance with the fair value disclosure hierarchy. The fair values of financial instruments other than marketable securities and cash and cash equivalents are determined through a combination of management estimates and third-party valuations. 17 Table of Contents Recurring Valuations Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of March 31, 2021 and December 31, 2020 (in thousands): Fair Value Measurements as of March 31, 2021 (Unaudited) Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 44,679 $ 44,679 $ — $ — Equity securities (1) 23,019 23,019 — — Corporate debt securities 15,538 — 15,538 — Mutual funds 37 37 — — Noncurrent: Foreign bonds 1,000 1,000 — — Total assets measured at fair value $ 84,273 $ 68,735 $ 15,538 $ — Liabilities: Contingent consideration obligations (2) $ ( 844 ) $ — $ — $ ( 844 ) Fair Value Measurements as of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 34,915 $ 34,915 $ — $ — Corporate debt securities 54,772 — 54,772 — Equity securities 6,337 6,337 — — Mutual funds 37 37 — — Noncurrent: Foreign bonds 950 950 — — Total assets measured at fair value $ 97,011 $ 42,239 $ 54,772 $ — Liabilities: Contingent consideration obligations (2) $ ( 972 ) $ — $ — $ ( 972 ) (1) Our equity securities include our investment in Viracta totaling $ 14.5 million, which was previously accounted for by applying the measurement alternative under ASC 321. In February 2021, Viracta merged with Sunesis Pharmaceuticals, Inc., a public company. In connection with this transaction, our preferred stock investment in Viracta was converted into 1,562,604 shares of Viracta common stock effective February 25, 2021. See Note 4 , Equity Investment in Viracta Therapeutics , for additional information. (2) Contingent consideration obligations are recorded at their estimated fair values and are revalued each reporting period until the related contingencies are resolved. The fair value measurements of these obligations are based on inputs that are unobservable and significant to the overall fair value measurement (i.e., a Level 3 measurement within the fair value hierarchy) and are reviewed periodically by management. See Note 8 , Commitments and Contingencies, for additional information. Changes in the carrying amount of contingent consideration obligations were as follows (in thousands): Three Months Ended March 31, 2021 2020 (Unaudited) Fair value, beginning of period $ ( 972 ) $ ( 1,725 ) Net change in fair value 128 ( 2 ) Fair value, end of period $ ( 844 ) $ ( 1,727 ) 18 Table of Contents 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. There were no material non-financial assets and liabilities deemed to be other-than-temporarily impaired and measured at fair value on a non-recurring basis during the three months ended March 31, 2021 and 2020. 7. Collaboration and License Agreements National Cancer Institute In May 2015, Etubics Corporation, or Etubics, entered into a Cooperative Research and Development Agreement, or CRADA, with the U.S. Department of Health and Human Services as represented by the National Cancer Institute, or NCI, of the National Institutes of Health, or NIH, to collaborate on the preclinical and clinical development of an adenovirus technology expressing tumor-associated antigens for cancer immunotherapy. In January 2016, we acquired all of the outstanding equity interests in Etubics and Etubics became a wholly-owned subsidiary. Effective January 2018, we assumed the CRADA and it was amended to cover a collaboration for the preclinical and clinical development of our proprietary yeast-based Tarmogens expressing tumor-associated antigens and proprietary adenovirus technology expressing tumor-associated antigens for cancer immunotherapy. Pursuant to the CRADA, NIH provides scientific staff and other support necessary to conduct research and related activities as described in the CRADA. During the term of the CRADA, we are required to make annual payments of $ 0.6 million to the NIH for support of research activities. We made a payment of $ 0.6 million for the three months ended March 31, 2021. The CRADA expires in May 2023. In February 2018, we entered into an amendment to a CRADA with NIH that was originally executed between NIH and Amgen, Inc., or Amgen, in May 2012 and subsequently assigned by Amgen to the company effective as of December 17, 2015. The research goal of this CRADA, as amended, is for the non-clinical and clinical development of ganitumab, our licensed monoclonal antibody targeting insulin-like growth factor one receptor, to evaluate its safety and efficacy in patients with hematological malignancies and solid tumors. The CRADA has a five-year term commencing February 20, 2018 and expiring on February 20, 2023. During the term of the agreement, we are required to make minimum annual payments of $ 0.2 million to NIH for support of research activities and additional payments for the clinical trials based on the scope and phase of the clinical trials. Unpaid research and development expense was estimated at $ 0.4 million and $ 0.6 million as of March 31, 2021 and December 31, 2020, respectively. In February 2021, we entered into a CRADA with NIH to conduct collaborative analysis of human clinical trial samples from clinical trials utilizing our proprietary recombinant natural killer (NK) cells and/or monoclonal antibodies (mAbs) alone or in combination for the treatment of cancer and to pre-clinically study such agents. The CRADA has a two-year term commencing February 22, 2021 and expiring on February 22, 2023. During the term of the agreement, we are required to provide $ 0.1 million per year to NIH for support of research activities. We have $ 8,000 payable outstanding as of March 31, 2021 in connection with this CRADA agreement. All CRADA agreements may be terminated at any time upon the mutual written consent of the company and NIH. Either party may unilaterally terminate either of the CRADAs at any time by providing written notice to the other party at least 60 days before the desired termination date. Pursuant to the terms of the CRADAs, we have an option to elect to negotiate an exclusive or non-exclusive commercialization license to any inventions discovered in the performance of either of the CRADAs, whether solely by an NIH employee or jointly with a company employee for which a patent application has been filed. The parties jointly own any inventions and materials that are jointly produced by employees of both parties in the course of performing activities under the CRADAs. 19 Table of Contents Royalties and In-licensing Agreements iosBio Ltd. Exclusive License Agreement In August 2020, we executed an exclusive license agreement with iosBio Ltd., formerly Stabilitech Biopharma Ltd. (“iosBio”), pursuant to which we and our affiliates will receive an exclusive, worldwide license to certain of iosBio’s intellectual property rights relating to the SARS-CoV-2 and successor vaccine candidates. In return, we are required to pay mid-to-high single-digit royalties on net sales of the resulting licensed products. Concurrently we entered into a non-exclusive license agreement with iosBio, which grants to iosBio and its affiliates a non-exclusive, worldwide license under the intellectual property and technology relating to our adenovirus constructs for the prevention and treatment of shingles and other infectious disease targets to be mutually agreed by the parties in good faith. As of March 31, 2021 and December 31, 2020, we accrued $ 0.1 million and $ 0.5 million payable, respectively, to iosBio for reimbursable costs related to the clinical trial activities initiated by iosBio. 8. Commitments and Contingencies Contingent Consideration Related to Business Combinations VivaBioCell, S.p.A. On April 10, 2015, NantWorks, a related party, acquired a 100 % interest in VivaBioCell, S.p.A., or VivaBioCell, through its wholly-owned subsidiary, VBC Holdings, LLC, or VBC Holdings, for $ 0.7 million, less working capital adjustments. On June 15, 2015, NantWorks contributed its equity interest in VBC Holdings to the company, in exchange for cash consideration equal to its cost basis in the investment. VivaBioCell develops bioreactors and products based on cell culture and tissue engineering in Italy. In connection with this transaction, we are obligated to pay the former owners up to $ 3.7 million upon the achievement of certain sales milestones relating to scaffold technology and certain clinical and regulatory milestones relating to the GMP-in-a-Box technology. The fair value of the contingent consideration obligation decreased $ 0.1 million during the three months ended March 31, 2021 to $ 0.8 million. Altor BioScience Corporation In connection with our July 2017 acquisition of Altor BioScience Corporation, or Altor, we issued contingent value rights, or CVRs, under which we agreed to pay the prior stockholders of Altor approximately $ 304.0 million upon successful approval of the Biologics License Application, or BLA, or foreign equivalent, for Anktiva by December 31, 2022 and approximately $ 304.0 million upon the first calendar year before December 31, 2026 in which worldwide net sales of Anktiva exceed $ 1.0 billion (with amounts payable in cash or shares of our common stock or a combination thereof). Dr. Soon-Shiong and his related party hold approximately $ 279.5 million in the aggregate of CVRs and they have both irrevocably agreed to receive shares of the company’s common stock in satisfaction of their CVRs. As the transaction was recorded as an asset acquisition, future CVR payments will be recorded when the corresponding events are probable of achievement or the consideration becomes payable. 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 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 of 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 where 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. 20 Table of Contents Altor BioScience, LLC Litigation The first action, Gray v. Soon-Shiong, et al. (Delaware Chancery Court, Case No. 2017-466-JRS), was filed on June 21, 2017, by plaintiffs Clayland Boyden Gray, or Gray, and Adam R. Waldman. The plaintiffs, two minority stockholders, asserted claims against the company and other defendants for (1) breach of fiduciary duty and (2) aiding and abetting breach of fiduciary duty and filed a motion to enjoin the merger. The court denied the motion on July 25, 2017, and permitted the merger to close. On September 1, 2017, plaintiffs (joined by two additional minority stockholders, Barbara Sturm Waldman and Douglas E. Henderson, or Henderson) filed a second amended complaint, asserting claims for (1) appraisal; (2) quasi-appraisal; (3) breach of fiduciary duty; and (4) aiding and abetting breach of fiduciary duty. On September 18, 2017, defendants moved to dismiss the second amended complaint, raising grounds that included a “standstill” agreement under which defendants maintained that Gray and Adam R. Waldman and Barbara Strum Waldman, or the Waldman’s, agreed not to bring the lawsuit. In the second action, Dyad Pharmaceutical Corp. v. Altor BioScience, LLC (Delaware Chancery Court, Case No. 2017-848-JRS), commenced November 28, 2017, Dyad Pharmaceutical Corporation, or Dyad, filed a petition for appraisal in connection with the merger. Respondent moved to dismiss the appraisal petition on January 26, 2018, arguing in part that the petition was barred by the same “standstill” agreement. On April 23, 2018, the court heard oral arguments on the motions to dismiss in both consolidated cases, and on June 26, 2018, the court converted the motions to dismiss into motions for summary judgment with regard to the “standstill” agreement argument, or the Converted Motions. The court permitted discovery into the meaning and intended scope of the “standstill” agreements, which the parties completed on December 19, 2018. The parties completed a briefing on the Converted Motions on March 15, 2019. The court heard an oral argument on the Converted Motions on May 7, 2019, and issued an oral ruling on May 15, 2019. The court (1) dismissed all claims brought by Gray and the Waldman’s except for their appraisal claims; (2) dismissed all plaintiffs’ quasi-appraisal claims; (3) dismissed the disclosure-based breach of fiduciary duty claims; and (4) dismissed Altor BioScience from the action. The following claims remain: (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. On June 14, 2019, the defendants answered the second amended complaint, and the respondent answered Dyad’s appraisal petition. In their answer, defendants asserted counterclaims against Gray and the Waldman’s for breach of the “standstill” agreements and are seeking as damages the attorneys’ fees and costs they were forced to expend as a result of the breach. On June 20, 2019, the court issued a written order implementing its ruling on the Converted Motions, or 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. On July 11, 2019, Gray and the Waldman’s filed answers denying the counterclaims and asserting defenses. On September 30, 2019, plaintiffs moved for leave to file a third amended complaint. The proposed amendment sought to add two former Altor stockholders as plaintiffs and to add a fiduciary duty claim on behalf of a purported class of former Altor stockholders. On October 25, 2019, the defendants opposed the motion, and a briefing was completed on February 28, 2020. The court heard an oral argument on March 12, 2020, and granted the motion. The plaintiffs filed the third amended complaint on June 8, 2020. On June 29, 2020, defendants answered the third amended complaint and asserted counter claims against the plaintiffs. As damages, defendants seek the attorneys’ fees and costs incurred as a result of these breaches. On July 14, 2020, the plaintiffs filed an answer denying the counterclaims and asserting defenses. The trial has been set to commence in October 2021. The shares of these former Altor stockholders 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. However, these dissenting shares will automatically be converted to receive the portion of the merger consideration they were entitled to, on the later of the closing date, and when the stockholder withdraws or loses the right to demand appraisal rights. Payment for dissenting shares will be on the same terms and conditions originally stated in the merger agreement. As of March 31, 2021 and December 31, 2020, we had accrued $ 6.9 million and $ 6.8 million related to these obligations, respectively. The accrued amount represents the estimated low-end of the range of currently estimated payout amounts in accordance with ASC Topic 450, Contingencies , after considering the reasonable outcomes for settling the dissenting shareholder dispute along with any accrued statutory interest. We cannot reasonably estimate a range of loss beyond the amounts recorded as of March 31, 2021 and December 31, 2020, as the dissenting stockholders have not yet provided a quantified value of their claim and, therefore, an upper end of the range of loss cannot be determined. We reassess the reasonableness of the recorded amount at each reporting period. We believe the claims lack merit and intend to continue defending the case vigorously. 21 Table of Contents Sorrento Therapeutics, Inc. Litigation Sorrento Therapeutics, Inc. v. NantCell, Inc., et al. Sorrento Therapeutics, Inc., or Sorrento, derivatively on behalf of NANTibody, LLC, or NANTibody, filed an action in the Superior Court of California, Los Angeles County, or the Superior Court, against the company, Dr. Soon-Shiong and Charles Kim. The action alleges that the defendants improperly caused NANTibody to acquire IgDraSol, Inc. from our affiliate NantPharma, LLC, or NantPharma, and seeks to have the transaction undone, and seeks to have the purchase amount returned to NANTibody. Sorrento filed a related arbitration proceeding, or the Cynviloq arbitration, against Dr. Soon-Shiong and NantPharma; the company is not named in the Cynviloq arbitration. On May 15, 2019, we filed a demurrer to several causes of action alleged in the Superior Court action. On July 18, 2019, Sorrento filed an amended complaint, eliminating Charles Kim as a defendant and dropping the causes of action we had challenged in its demurrer. On May 24, 2019, we and Dr. Soon-Shiong filed cross-claims in the Superior Court action against Sorrento and its Chief Executive Officer Henry Ji, asserting claims for fraud, breach of contract, breach of the covenant of good faith and fair dealing, tortious interference with contract, unjust enrichment, and declaratory relief. We and Dr. Soon-Shiong allege that Dr. Ji and Sorrento breached the terms of an exclusive license agreement between the company and Sorrento related to Sorrento’s antibody library and that Sorrento did not perform its obligations under the exclusive license agreement. On October 9, 2019, the Superior Court ruled that our claims should be pursued in arbitration and that Dr. Soon-Shiong’s claims could be pursued in Superior Court. On February 13, 2020, after a full briefing, the Superior Court heard oral argument and granted Dr. Soon-Shiong’s request for a preliminary injunction barring Sorrento from pursuing claims against him in the Cynviloq arbitration. Sorrento then filed the claims it had previously asserted in arbitration against Dr. Soon-Shiong in the Superior Court on March 3, 2020, and at Sorrento’s request, the arbitrator entered an order dismissing Sorrento’s claims against Dr. Soon-Shiong in the Cynviloq arbitration on March 6, 2020. The hearing in the Cynviloq arbitration has been scheduled to commence in June 2021. On October 24, 2019, we, along with NANTibody, filed an arbitration against Sorrento and Dr. Ji asserting our claims relating to the exclusive license agreement. Sorrento filed counterclaims against the company and NANTibody in the arbitration on May 4, 2020, and requested leave to file a dispositive motion on May 1, 2020. On January 29, 2020, Sorrento sent letters purporting to terminate the exclusive license agreement with the company, and an exclusive license agreement with NANTibody and demanding the return of its confidential information and transfer of all regulatory filings and related materials. As required pursuant to the exclusive license agreements, both parties must engage in good-faith negotiations before attempting to invoke any termination provision contained in the agreement. Notwithstanding such negotiations, Sorrento sent a letter on April 10, 2020, purporting to terminate the exclusive license agreements, maintaining the negotiations did not reach a successful resolution. We believe we have cured any perceived breaches during the 90-day contractual cure period provided under the agreements. We intend to prosecute our claims, and to defend the claims asserted against us, vigorously. An estimate of the possible loss or range of loss cannot be made at this time. The hearings in the antibody arbitration commenced in April 2021 and are anticipated to be concluded in late July or early August 2021. Shenzhen Beike Biotechnology Corporation Litigation In July 2020, we received a Request for Arbitration before the International Chamber of Commerce, International Court of Arbitration, served by Shenzhen Beike Biotechnology Corporation, or Beike. The arbitration relates to a license, development, and commercialization agreement that Altor (succeeded by our wholly-owned subsidiary Altor BioScience, LLC, or Altor) entered into with Beike in September 2014, which agreement was amended and restated in September 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 use commercially reasonable efforts to deliver to Beike materials and data related to Anktiva. Beike is seeking specific performance, or in the alternative, damages for the alleged breaches. On September 25, 2020, the parties entered into a standstill and tolling agreement under which, among other things, the parties affirmed they will perform certain of their obligations under the license agreement by specified dates and agreed that all deadlines in the arbitration are indefinitely extended. The standstill agreement may be terminated by any party on ten calendar days’ notice, and upon termination, the parties will have the right to pursue claims arising from the license agreement in any appropriate tribunal. The parties have been asked to provide an update to the International Chamber of Commerce by May 31, 2021 of any further developments. Given that this action remains at the pleading stage and no discovery has occurred, it remains too early to evaluate the likely outcome of the case or to estimate any range of potential loss. We believe the claims lack merit and intend to defend the case vigorously and that we may have counterclaims. 22 Table of Contents Fox Chase Litigation On July 21, 2020, ImmunityBio filed a declaratory judgment lawsuit in the Superior Court for San Diego County, California, naming Fox Chase Cancer Center Foundation and Institute for Cancer Research as the defendants (hereafter collectively “Fox Chase”). This litigation relates to the license with Fox Chase and includes various intellectual property rights (the “2004 License”). Our initial court filing requested that the Court find that we have not breached any material obligation under the 2004 License and that Fox Chase has not and cannot terminate the 2004 License. Fox Chase filed a Cross-Complaint raising a patent inventorship challenge and moved the case to federal court. See Part II, Item 1A., “ Risk Factors ” of this Quarterly Report on Form 10-Q for a more detailed discussion. While the litigation is in the early stage, its outcome cannot be predicted. We do not consider the 2004 License to be material to our business. Litigation Related to the Merger with ImmunityBio, Inc. In connection with the Merger with NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company), a Delaware corporation, via a wholly-owned subsidiary of NantKwest (the “Merger Sub”), seven complaints have been filed as individual actions in United States District Courts. Three complaints have been filed in the United States District Court for the District of Delaware against NantKwest and its directors and are captioned Hargett v. NantKwest, Inc., et al. , 1:21‑cv‑00197 (filed February 11, 2021) (the “Hargett Complaint”), Franchi v. NantKwest, Inc., et al. , 1:21‑cv‑00218 (filed February 16, 2021) (the “Franchi Complaint”), and Gross v. NantKwest, Inc., et al. , 1:21‑cv‑00223 (filed February 17, 2021) (the “Gross Complaint”). One complaint has been filed in the United States District Court for the Southern District of New York and is captioned Leaman v. NantKwest, Inc., et al. , 1:21‑cv‑01351 (filed February 16, 2021) (the “Leaman Complaint”). Two complaints have been filed in the United States District Court for the Southern District of California and are captioned Weiss v. NantKwest, Inc., et al. , 3:21‑cv‑00280 (filed February 16, 2021) (the “Weiss Complaint”) and Carlisle v. NantKwest, Inc., et al. , 3:21‑cv‑00304 (filed February 19, 2021) (the “Carlisle Complaint”). One complaint has been filed in the United States District Court for the Eastern District of New York and was captioned Shenk v. NantKwest, Inc., et al. , 1:21‑cv‑00871 (filed February 18, 2021) (the “Shenk Complaint,” and collectively with the Hargett Complaint, the Franchi Complaint, the Gross Complaint, the Leaman Complaint, the Weiss Complaint, and the Carlisle Complaint, the “Merger Actions”). The Shenk Complaint was voluntarily dismissed on March 10, 2021. The Franchi Complaint was voluntarily dismissed on May 6, 2021. The Leaman Complaint was voluntarily dismissed on May 7, 2021. The Hargett Complaint and the Gross Complaint also bring claims against ImmunityBio, and Merger Sub. The Merger Actions generally allege that the Definitive Proxy Statement filed with the SEC on February 2, 2021 misrepresents and/or omits certain purportedly material information relating to financial projections, analysis performed by the financial advisor to NantKwest’s Special Committee, alleged past engagements of the Special Committee’s financial advisor and industry consultant, and the terms of the engagement of such consultant. The Merger Actions assert violations of Sections 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder against all defendants and violations of Section 20(a) of the Exchange Act against NantKwest’s directors. The Merger Actions seek, among other things, an injunction enjoining the stockholder vote on the Merger and the consummation of the Merger unless and until certain additional information is disclosed to NantKwest’s stockholders, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees, and other relief the Court may deem just and proper. Neither the stockholder vote on the Merger nor the Merger were enjoined and occurred on March 8 and March 9, 2021, respectively. The company cannot predict the outcome of the Merger Actions. The company believes the Merger Actions are without merit and the company and the individual defendants intend to vigorously defend against the Merger Actions and any subsequently filed similar actions. If additional similar complaints are filed, absent new or significantly different allegations, the company will not necessarily disclose such additional filings. Lease Arrangements Substantially all of our operating lease right-of-use assets and operating lease liabilities relate to facilities leases. We have leases in multiple facilities across the U.S. and Italy, including El Segundo, California (general corporate and administrative activities, research and development and regulatory from related parties); San Diego, California (research facility and office space); Culver City, California (research and manufacturing space from a related party); Torrance, California (a research facility from a related party); Miramar, Florida (clinical development); Seattle, Washington (research and development); Louisville, Colorado (research and development and manufacturing); Woburn, Massachusetts (research facility); and Udine and Tavangnacco, Italy (GMP-in-a-Box, research facility and office space). See Note 9 , Related Party Agreements , for further information. Our leases generally have initial terms ranging from two to ten years and often include one or more options to renew. These renewal terms can extend the lease term from one to five years , and are included in the lease term when it is reasonably certain that we will exercise the option. 23 Table of Contents Information regarding our leases is as follows: March 31, 2021 December 31, 2020 (Unaudited) Weighted average remaining lease term 4.6 years 3.9 years Weighted average discount rate 9 % 9 % The components of lease expense consist of the following (in thousands): Three Months Ended March 31, 2021 2020 (Unaudited) Operating lease costs $ 2,147 $ 1,782 Variable lease costs 666 848 Total lease costs $ 2,813 $ 2,630 Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands): Three Months Ended March 31, 2021 2020 (Unaudited) Operating cash flows for operating leases $ 1,679 $ 1,355 Future minimum lease payments as of March 31, 2021, including $ 4.9 million related to options to extend lease terms that are reasonably certain of being exercised, are presented in the following table (in thousands). Common area maintenance costs and taxes are not included in these payments. Years ending December 31: Operating Leases 2021 (excluding the three months ended March 31, 2021) $ 5,193 2022 6,889 2023 5,135 2024 3,622 2025 3,183 Thereafter 2,487 Total future minimum lease payments 26,509 Less: Interest 4,799 Present value of operating lease liabilities $ 21,710 In February 2021, but effective on January 1, 2021, we entered into a lease agreement with 605 Nash, LLC, a related party, whereby we leased approximately 6,883 square feet in El Segundo, California. This facility is used primarily for pharmaceutical development and manufacturing purposes. The lease runs from January 2021 through December 2027, and includes an option to extend the lease for an additional three-year term through December 2030. Base rent for the term of the lease 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. See Note 9 , Related Party Agreements , for further information. There have been no other material changes related to our existing lease agreements from those disclosed in Note 8 of the Notes to Combined Consolidated Financial Statements included in the Combined Consolidated Financial Statements of ImmunityBio, Inc. as of December 31, 2020 and December 31, 2019 (including NantCell, Inc.) filed as Exhibit 99.2 to our Current Report on Form 8‑K/A filed with the Securities and Exchange Commission, or SEC, on April 22, 2021. 24 Table of Contents Commitments We did not enter into any significant contracts during the three months ended March 31, 2021, other than those disclosed in these condensed combined consolidated financial statements. In addition, we are also a party to various contracts with contract research organizations and contract manufacturers that generally provide for termination on notice, with the exact amounts in the event of termination to be based on the timing of the termination and the terms of the agreement. There have been no material changes in unconditional purchase commitments from those disclosed in Note 8 of the Notes to Combined Consolidated Financial Statements included in the Combined Consolidated Financial Statements of ImmunityBio, Inc. as of December 31, 2020 and December 31, 2019 (including NantCell, Inc.) filed as Exhibit 99.2 to our Current Report on Form 8‑K/A filed with the Securities and Exchange Commission, or SEC, on April 22, 2021. 9. 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): March 31, 2021 December 31, 2020 (Unaudited) Due from related party – NantBio $ 1,294 $ 1,294 Due from related party – NantOmics 591 591 Due from related parties – Various 172 118 Total due from related parties $ 2,057 $ 2,003 Due to related party – NantWorks $ 12,799 $ 10,650 Due to related party – Duley Road 3,161 2,787 Due to related party – NantBio 943 943 Due to related party – Immuno-Oncology Clinic 503 271 Due to related party – Nant Capital 224 — Due to related party – NantPharma 187 187 Total due to related parties $ 17,817 $ 14,838 Related-party notes payable – Nant Capital $ 150,695 $ 109,246 Related-party notes payable – NantMobile 57,078 56,660 Related-party notes payable – NantWorks 52,165 51,546 Related-party notes payable – NCSC 37,348 36,901 Total related-party notes payable $ 297,286 $ 254,353 Our Executive Chairman, and principal stockholder, founded and has a controlling interest in NantWorks, which is a collection of multiple companies in the healthcare and technology space. As described below, we have entered into arrangements with NantWorks, and certain affiliates of NantWorks, to facilitate the development of new genetically modified NK cells for our product pipeline. Affiliates of NantWorks are also affiliates of the company due to the common control by and/or common ownership interest of our Executive Chairman. NantWorks Under the NantWorks shared services agreement executed in November 2015, but effective August 2015, NantWorks provides corporate, general and administrative, manufacturing strategy, research and development, regulatory and clinical trial strategy, and other support services. We are 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 three months ended March 31, 2021 and 2020, we recorded $ 1.8 million and $ 1.5 million, respectively, in selling, general and administrative expense , and $ 0.3 million and $ 1.0 million, respectively, of expense reimbursements under this arrangement in research and development expense , on the condensed combined consolidated statements of operations. These amounts exclude certain general and administrative expenses provided by third-party vendors directly for our benefit, which have been reimbursed to NantWorks based on those vendors’ invoiced amounts without markup by NantWorks. 25 Table of Contents As of March 31, 2021 and December 31, 2020, we owed NantWorks a net amount of $ 12.8 million and $ 10.7 million, respectively, for all agreements between the two affiliates, which is included in due to related parties on the condensed combined consolidated balance sheets . We also recorded $ 1.3 million and $ 1.1 million of prepaid expenses for services that have been passed through to the company from NantWorks as of March 31, 2021 and December 31, 2020, respectively, which are included in prepaid expenses and other current assets on the condensed combined consolidated balance sheets . In November 2015, we entered into a facility license agreement with NantWorks LLC, or NantWorks, a related party, for approximately 9,500 square feet of office space in Culver City, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. The initial license was effective from May 2015 through December 2020. Base monthly rent for the initial lease term was $ 47,000 , with annual increases of 3% beginning in January 2017. In September 2020, we amended this agreement to extend the term of this lease through December 31, 2021 . Commencing January 1, 2021, the monthly rent increased by 3% to $ 54,500 . Subsequent to December 31, 2021, the lease term will automatically renew on a month-to-month basis, terminable by either party with at least 30 days’ prior written notice to the other party. In addition, we have a one-time option to extend the lease term through December 31, 2022. If we exercise the option to extend the lease through December 31, 2022, or continue on a month-to-month basis, the monthly rent will increase by 3 % annually commencing on January 1 of each year. On the date of amendment, we recognized an increase of $ 1.2 million in both operating lease right-of-use assets , and operating lease liabilities , on the condensed combined consolidated balance sheets, reflecting our belief that we will extend the term of this lease through December 31, 2022. Lease expense for this facility totaling $ 0.2 million and $ 0.1 million for the three months ended March 31, 2021 and 2020, respectively, was recorded in research and development expense , on the condensed combined consolidated statements of operations. Immuno-Oncology Clinic, Inc. Beginning in 2017, we entered into multiple agreements with Immuno-Oncology Clinic, Inc., or the Clinic (dba Chan Soon-Shiong Institutes for Medicine, in El Segundo, California), to conduct clinical trials related to certain of our product candidates. The Clinic is a related party as it is owned by one officer of the company and NantWorks manages the administrative operations of the Clinic. Prior to June 30, 2019, one of our officers was an investigator or sub-investigator for all of our trials conducted at the Clinic. In July 2019, we entered into a new agreement with the Clinic (the Clinic Agreement), which became effective on July 1, 2019. The Clinic Agreement, as amended on March 31, 2020, covers clinical trial and research-related activities on a non-exclusive basis relating to our existing clinical trials, commenced prior to July 1, 2019, and prospective clinical trials and research projects. The Clinic Agreement also specifies certain services and related costs that are excluded from the Clinic Agreement. Prior to commencing any work under the Clinic Agreement, the parties have agreed to execute written work orders setting forth the terms and conditions related to specific services to be performed, including financial terms. For clinical trials that commenced prior to July 1, 2019, fees incurred for services performed after July 1, 2019 are covered under the Clinic Agreement and applied towards the below-mentioned prepayments. The Clinic Agreement allows for automatic renewal and additional extensions beyond the initial one-year term. In consideration of the services to be performed under the Clinic Agreement, as amended on March 31, 2020, we agreed to make payments of up to $ 7.5 million to the Clinic, of which $ 3.75 million and $ 1.88 million were paid in July 2019 and October 2019, respectively. As amended, a conditional payment of $ 1.88 million shall be due and payable at such time, if any, that the payments made in July 2019 and October 2019 have been earned by the Clinic through the performance of services. On a quarterly basis, our prepayment is increased by an interest credit computed in accordance with terms specified in the Clinic Agreement. To the extent any portion of the prepayments remain unearned by the Clinic on the third anniversary of the Clinic Agreement, we may elect at our sole discretion either to (i) not extend the term of the Clinic Agreement and have the Clinic reimburse us for the total amount of any remaining unused portion of the prepayments, or (ii) extend the term of the Clinic Agreement for up to three additional one year periods, at which time the Clinic will reimburse us for the total amount of any remaining unused portion of the prepayments plus interest if reimbursement is not made within 60 days of expiration. The Clinic may terminate this agreement upon each anniversary date upon sixty (60) days prior written notice and reimbursement in full to us of any outstanding unearned balance of the prepayments, provided that any such termination by the Clinic will not apply with respect to any work orders still in effect at the time of such termination. In July 2019, we executed a clinical trial work order under the Clinic Agreement for an open-label, Phase I study of PD‑L1.t‑haNK for infusion in subjects with locally advanced or metastatic solid cancers. In July 2020, but effective on June 22, 2020, we and NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) executed a clinical trial work order under our existing master agreement with the Clinic for an open-label, randomized, comparative Phase II study of NantCell’s proprietary IL‑15 superagonist (N‑803) and Aldoxorubicin Hydrochloride (Aldoxorubicin) and our PD‑L1.t‑haNK with standard-of-care chemotherapy versus standard-of-care chemotherapy for first and second-line treatment of locally or advanced metastatic pancreatic cancer. 26 Table of Contents During the three months ended March 31, 2021 and 2020, $ 0.3 million and $ 0.1 million, respectively, was recognized in research and development expense , on the condensed combined consolidated statements of operations related to clinical trial and research-related activities conducted for us by the Clinic. As of March 31, 2021 and December 31, 2020, we owed the Clinic $ 0.5 million and $ 0.3 million, respectively, for services excluded from the Clinic Agreement. As of March 31, 2021 and December 31, 2020, we had prepaid balances related to the Clinic Agreement of $ 4.6 million and $ 4.7 million, respectively. We anticipate that the remaining prepayment amount as of March 31, 2021 will be utilized in future periods as the Clinic provides additional services pursuant to the Clinic Agreement. NantBio, Inc. In March 2016, NantBio and the National Cancer Institute, or the NCI, entered into a cooperative research and development agreement. The initial five-year agreement covered NantBio and its affiliates, including us. Under the agreement, the parties collaborated on the preclinical and clinical development of proprietary recombinant natural killer cells and monoclonal antibodies in monotherapy and combination immunotherapies. In each of the contractual years under the agreement we paid $ 0.6 million to the NCI as a payment for services under the agreement. We recognized research and development expense related to this agreement ratably over a 12 -month period for each funding year and recorded $ 0.1 million of expense related to this agreement in each of the three months ended March 31, 2021 and 2020. As of March 31, 2021 and December 31, 2020, we recorded $ 0 and $ 0.1 million, respectively, in prepaid expenses and other current assets , on the condensed combined consolidated balance sheets related to this agreement. In August 2018, we entered into a supply agreement with NantCancerStemCell, LLC, or NCSC, a 60 % owned subsidiary of NantBio (with the other 40 % owned by Sorrento). 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 has 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. No revenue was recognized during the three months ended March 31, 2021 and 2020. We recorded $ 0.3 million and $ 0.4 million of deferred revenue for bioreactors that were delivered but not installed as of March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021 and December 31, 2020, we recorded $ 0.9 million in due to related parties , on the condensed combined consolidated balance sheets related to this agreement. In 2018, we entered into a shared service agreement, pursuant to which, we are charged for services at cost, without mark-up or profit for NantBio, but including reasonable allocations of employee benefits that relate to the employees providing the services. In April 2019, we agreed with NantBio to transfer certain NantBio employees and associated research and development projects, comprising the majority of NantBio’s business, to the company. After the transfer, NantBio continued to make payments on our behalf for certain employee benefits and vendor costs related to the research and development projects that were transferred to the company. In addition, we settled certain employee bonuses and benefits that were accrued by NantBio for 2018. As of March 31, 2021 and December 31, 2020, we recorded a net receivable from NantBio of $ 1.3 million, which included $ 1.0 million for employee bonuses and $ 0.3 million for vendor costs we paid on behalf of NantBio. NantOmics In June 2019, we made a strategic decision and transferred certain employees from NantOmics, LLC, or NantOmics, a related party that is controlled by our Executive Chairman, to the company. After the transfer, we settled certain employee bonuses and benefits that were accrued by NantOmics for the year ended December 31, 2020 and recorded a $ 0.6 million receivable from NantOmics as of March 31, 2021 and December 31, 2020. 605 Doug St, LLC In September 2016, we entered into a lease agreement with 605 Doug St, LLC, an entity owned by our Executive Chairman, for approximately 24,250 square feet in El Segundo, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. The lease runs from July 2016 through July 2023. We have the option to extend the lease for an additional three-year term through July 2026. The monthly rent is $ 0.1 million with annual increases of 3 % which began in July 2017. Lease expense of $ 0.2 million for this facility for each of the three months ended March 31, 2021 and 2020, respectively, is recorded in research and development expense , on the condensed combined consolidated statements of operations. As of March 31, 2021 and December 31, 2020, there were no balances due between the parties. 27 Table of Contents Duley Road, LLC In February 2017, Altor BioScience Corporation (succeeded by our wholly-owned subsidiary Altor BioScience, LLC), or Altor, through its wholly-owned subsidiary, entered into a lease agreement with Duley Road, LLC, or Duley Road, a related party, that is indirectly controlled by our Executive Chairman, for approximately 12,000 square feet of office and cGMP manufacturing facility space in El Segundo, California. The lease term is from February 2017 through October 2024. We have the option to extend the initial term for two consecutive five-year periods through July 2034. The monthly rent is $ 40,700 with annual increases of 3 % which began in November 2018. As of March 31, 2021 and December 31, 2020, we recorded rent payable to Duley Road of $ 1.5 million and $ 1.0 million, respectively. For the three months ended March 31, 2021 and 2020, we recorded rent expense of $ 0.4 million and $ 0.1 million, respectively, which is reflected in research and development expense , on the condensed combined consolidated statements of operations. 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 square feet. The lease has a seven-year term commencing in September 2019. The second lease is for the second floor of the building with approximately 6,488 square feet. The lease has a seven-year term commencing 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 monthly rent for the two leases is $ 35,800 , which increases at a rate of 3 % per year. As of March 31, 2021 and December 31, 2020, we recorded $ 0.9 million and $ 0.7 million of leasehold improvement payables, respectively, and $ 0.8 million and $ 1.1 million of lease-related payables to Duley Road, which were included in due to related parties , on the condensed combined consolidated balance sheets. For each of the three months ended March 31, 2021 and 2020, we recorded $ 0.1 million of rent expense for the two leases, which is included in research and development expense , on the condensed combined consolidated statements of operations. The security deposits for the leases totals $ 0.1 million as of March 31, 2021 and December 31, 2020, which are included in other assets , on the condensed combined consolidated balance sheets. 605 Nash, LLC In February 2021, but effective on January 1, 2021, we entered into a lease agreement with 605 Nash, LLC, a related party, whereby we leased approximately 6,883 square feet in El Segundo, California. This facility is used primarily for pharmaceutical development and manufacturing purposes. The lease runs from January 2021 through December 2027, and includes an option to extend the lease for an additional three-year term through December 2030. Base rent for the term of the lease 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. We are responsible for the build out of the facility space and have incurred costs of approximately $ 7.0 million as of March 31, 2021, which is reflected as construction in progress within property, plant and equipment, net , on the condensed combined consolidated balance sheets. We are also entitled to a tenant improvement allowance of $ 0.3 million associated with the buildout costs, which is recorded in prepaid expenses and other current assets on the condensed combined consolidated balance sheets. For the three months ended March 31, 2021, we recorded rent expense of $ 0.1 million, which is reflected in research and development expense on the condensed combined consolidated statements of operations. NantPharma In 2018, Altor BioScience, LLC and GlobeImmune, Inc. purchased a total of $ 0.2 million in laboratory equipment from NantPharma. As of March 31, 2021 and December 31, 2020, we recorded a $ 0.2 million payable to NantPharma. Related Party Notes Payable In December 2015, we executed a demand promissory note with Nant Capital. The note bears interest at a per annum rate of 5.0 %, compounded annually and computed on the basis of 365 or 366 days. In July 2020 and August 2020, we borrowed $ 10.0 million and $ 3.7 million from Nant Capital, respectively. In July 2020, this note was amended and restated to provide that all outstanding principal and accrued and unpaid interest is due and payable on September 30, 2025, and not on demand. The principal amount of advances made by the related party pursuant to these notes totaled $ 55.2 million, all of which was outstanding as of March 31, 2021 and December 31, 2020, respectively. Accrued and unpaid interest on this note totaled $ 4.0 million and $ 3.3 million as of March 31, 2021 and December 31, 2020, respectively. Amounts due under this promissory note are included in related-party notes payable , on the condensed combined consolidated balance sheets. 28 Table of Contents In June 2017, we executed a demand promissory note with NantWorks. The note bears interest at a per annum rate of 5.0 %, compounded annually and computed on the basis of 365 or 366 days. In July 2020, this note was amended and restated to provide that all outstanding principal and accrued and unpaid interest is due and payable on September 30, 2025, and not on demand. We may prepay the outstanding principal amount at any time without premium or penalty and the prior consent of NantWorks. All outstanding amounts under the note will also become immediately due and payable upon certain bankruptcy and insolvency-related events. The principal amount of advances made by the related party pursuant to these notes totaled $ 43.4 million , all of which was outstanding as of March 31, 2021 and December 31, 2020, respectively. Accrued and unpaid interest on this note totaled $ 8.8 million and $ 8.1 million as of March 31, 2021 and December 31, 2020, respectively. Amounts due under this promissory note are included in related-party notes payable , on the condensed combined consolidated balance sheets. In August 2018, we executed a demand promissory note with NCSC. The note bears interest at a per annum rate of 5.0 %, compounded annually and computed on the basis of 365 or 366 days. In July 2020, this note was amended and restated to provide that all outstanding principal and accrued and unpaid interest is due and payable on September 30, 2025, and not on demand. All amounts outstanding under the note will also become immediately due and payable upon certain bankruptcy and insolvency-related events. The principal amount of advances made by the related party pursuant to these notes totaled $ 33.0 million, all of which was outstanding as of March 31, 2021 and December 31, 2020, respectively. Accrued and unpaid interest on this note amounted to $ 4.3 million and $ 3.9 million as of March 31, 2021 and December 31, 2020, respectively. Amounts due under this promissory note are included in related-party notes payable , on the condensed combined consolidated balance sheets. In December 2019, we executed a demand promissory note with NantMobile. The note bears interest at a per annum rate of 3.0 %, compounded annually and computed on the basis of 365 or 366 days. In July 2020, this note was amended and restated to provide that all outstanding principal and accrued and unpaid interest is due and payable on September 30, 2025, and not on demand. We may prepay the outstanding principal amount at any time without premium or penalty and the prior consent of NantMobile. All amounts outstanding under the note will also become immediately due and payable upon certain bankruptcy and insolvency-related events. The principal amount advanced by the related party pursuant to this note was $ 55.0 million, all of which was outstanding as of March 31, 2021 and December 31, 2020, respectively. Accrued and unpaid interest on this note amounted to $ 2.1 million and $ 1.7 million as of March 31, 2021 and December 31, 2020, respectively. Amounts due under this promissory note are included in related-party notes payable , on the condensed combined consolidated balance sheets. In September 2020, we executed a promissory note with Nant Capital for an advance of the principal of $ 50.0 million, all of which was outstanding as of March 31, 2021 and December 31, 2020. The note bears interest at a per annum rate of 6.0 %, compounded annually and computed on the basis of 365 or 366 days. The outstanding principal and accrued and unpaid interest are due and payable on September 30, 2025. Accrued and unpaid interest on this note amounted to $ 1.5 million and $ 0.8 million as of March 31, 2021 and December 31, 2020, respectively. Amounts due under this promissory note are included in related-party notes payable , on the condensed combined consolidated balance sheets. In February 2021, we executed a promissory note with Nant Capital. The outstanding principal amount of each advance made by Nant Capital bears interest at a per annum rate of 6.0 %, compounded annually and computed based on 365 or 366 days. On February 26, 2021, we received a $ 40.0 million advance pursuant to this promissory note, all of which is outstanding as of March 31, 2021. The accrued interest shall be paid quarterly commencing on June 30, 2021. The outstanding principal amount and any accrued and unpaid interest are due on September 30, 2025. We may prepay the outstanding principal amount and accrued interest at any time without premium or penalty and the prior consent of Nant Capital. Accrued interest payable on this note amounted to $ 0.2 million as of March 31, 2021, and was included in due to related parties , on the condensed combined consolidated balance sheets. The principal amount due under this promissory note is included in related-party notes payable , on the condensed combined consolidated balance sheets. All demand promissory notes have no equity or equity-linked convertible rights. 29 Table of Contents 10. Stockholders’ Deficit Merger with NantCell Under the terms of the Merger Agreement, at the Effective Time of the Merger, each share of NantCell common stock , par value $0.001 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as set forth in the Merger Agreement, was converted automatically into a right to receive 0.8190 newly issued shares of common stock , par value $ 0.0001 per share, resulting in the issuance of approximately 273.7 million shares of Company Common Stock. From and after the Effective Time, all of such NantCell shares ceased to be outstanding, were canceled and ceased to exist. At the Effective Time, each share of our common stock issued and outstanding immediately prior to the Effective Time, remained an issued and outstanding share of the combined company. Since the Merger has been accounted for as a transaction between entities under common control, the outstanding shares presented on the condensed combined consolidated financial statements assume that NantCell outstanding common stock was converted into shares of Company Common Stock for all periods presented, and in connection with the conversion, those shares of common stock have been recorded at the company’s par value of $ 0.0001 per share. Stock Repurchases In November 2015, the board of directors approved a share repurchase program, or the 2015 Share Repurchase Program, allowing the Chief Executive officer, or CEO, or Chief Financial Officer, or CFO, on behalf of the company, to repurchase from time to time, in the open market or in privately negotiated transactions, up to $ 50.0 million of our outstanding shares of common stock, exclusive of any commissions, markups or expenses. The timing and amounts of any purchases were and will continue to be based on market conditions and other factors, including price, regulatory requirements and other corporate considerations. The 2015 Share Repurchase Program does not require the purchase of any minimum number of shares and may be suspended, modified, or discontinued at any time without prior notice. We have financed, and expect to continue to finance, the purchases with existing cash balances. Shares repurchased under this program are formally retired through board approval upon repurchase. No shares were repurchased during the three months ended March 31, 2021 and 2020. As of March 31, 2021, $ 18.3 million remained authorized for repurchase under the 2015 Share Repurchase Program. Common Stock Reserved for Future Issuance As of March 31, 2021, a total of approximately 12.6 million shares of common stock were reserved for issuance, including awards issued under the NC 2015 Plan that were outstanding immediately prior to the Effective Time of the Merger. At the Effective Time, all outstanding equity awards granted under the NC 2015 Plan to purchase NantCell common stock were converted into equity awards to purchase shares of Company Common Stock (using the Merger Exchange Ratio of 0.8190 ), on the same terms and conditions as immediately prior to the Effective Time. As of March 31, 2021, there were approximately 7.0 million RSUs and 1.3 million stock options outstanding under the NC 2015 Plan, and there were no additional shares available for future grant. 11. Stock-Based Compensation 2015 Equity Incentive Plan In July 2015, the company’s board of directors adopted, and the company’s stockholders approved the 2015 Plan. As of March 31, 2021, the 2015 Plan is the only equity plan of the company available for grant of equity awards to employees, directors and consultants of the company. As of March 31, 2021, a total of approximately 6.2 million shares were available for future grant under the 2015 Plan. 30 Table of Contents Stock-based Compensation The following table presents stock-based compensation included on the condensed combined consolidated statements of operations (in thousands): Three Months Ended March 31, 2021 2020 (Unaudited) Stock-based compensation expense: Stock options $ 6,355 $ 130 RSUs 8,943 350 $ 15,298 $ 480 Stock-based compensation expense in operating expenses: Research and development $ 2,888 $ 161 Selling, general and administrative 12,410 319 $ 15,298 $ 480 On March 18, 2021, the Board of Directors approved to modify certain non-qualified stock options that were assumed in the Merger and otherwise would have expired during a period when the grantees were legally restricted from exercising these awards. The expiration date of these options was extended to thirty (30) days following our registration statement effective date. We recognized incremental stock-based compensation expense of approximately $ 2.7 million for this stock option modification. On March 29, 2021, in connection with the resignation of two former directors, the Board of Directors approved the acceleration of vesting of 83,333 shares of unvested stock options of each of the former directors on the date of their respective resignations. The modified options are exercisable for ninety (90) days after the date of the modification. We recognized incremental stock-based compensation expense of approximately $ 2.3 million for this stock option modification. The stock option modifications were measured as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modifications. The incremental stock-based compensation was recognized in selling, general and administrative expenses , on the condensed combined consolidated statements of operations during the three months ended March 31, 2021. Stock Options The following table summarizes stock option activity and related information for three months ended March 31, 2021: Number of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2020 4,996,284 $ 9.96 $ 29,746 4.7 Options granted 750,000 $ 23.72 Options exercised ( 752,310 ) $ 2.39 Options forfeited ( 15,660 ) $ 6.27 Outstanding at March 31, 2021 4,978,314 $ 13.21 $ 54,279 5.4 Vested and exercisable at March 31, 2021 3,815,630 $ 12.07 $ 46,363 4.2 31 Table of Contents On February 5, 2021, the compensation committee of the board of directors of the c ompany granted Richard Adcock, our c hief e xecutive o fficer, a stock option award (the “ Option Grant”) to purchase 750,000 shares of our common stock pursuant to our 2015 Plan. The Option Grant has an exercise price of $ 23.72 per share, the closing price as reported on the Nasdaq on the date of grant. In addition, the Option Grant shall vest according to the following vesting schedule: one-third of the Option Grant (i.e., 250,000 options) shall vest in equal installments on each of the first, second, and third anniversaries of the date of grant, such that all shares shall be fully vested on the third anniversary of the date of grant , subject to Mr. Adcock remaining in c ontinuous s ervice as defined in the 2015 Plan through the applicable vesting dates. This grant of equity awards to Mr. Adcock was made in connection with his appointment as c hief e xecutive o fficer of the c ompany, which was effective as of October 26, 2020, and was modified from the recommended equity grant described in Mr. Adcock’s offer of employment as of that date. As of March 31, 2021, the unrecognized compensation cost related to outstanding stock options was $ 13.9 million, which is expected to be recognized over a remaining weighted-average period of 2.8 years. The total intrinsic value of stock options exercised during the three months ended March 31, 2021 was $ 11.1 million. Cash proceeds received from stock option exercises during the three months ended March 31, 2021 was $ 1.1 million. There were no stock options exercised during the three months ended March 31, 2020. As of December 31, 2020, a total of 4,345,497 vested and exercisable shares were outstanding. The fair value of each stock option issued was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2021 (Unaudited) Expected term (in years) 6.0 Risk-free interest rate 0.6 % Expected volatility 100.5 % Dividend yield 0.0 % Weighted-average grant date fair value $ 18.63 The expected term was estimated using the average of the contractual term and the weighted-average vesting term of the options. The risk-free interest rate was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The expected volatility was estimated based on the historical volatility of our common stock. The assumed dividend yield was based on our expectation of not paying dividends in the foreseeable future. There were no stock options granted during the three months ended March 31, 2020. Restricted Stock Units The following table summarizes RSU activity for the three months ended March 31, 2021: Number of Shares Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2020 466,842 $ 2.52 Granted 7,521,110 $ 25.35 Vested ( 235,725 ) $ 16.34 Forfeited/canceled ( 116,095 ) $ 25.49 Unvested balance at March 31, 2021 7,636,132 $ 24.23 As of March 31, 2021, there was $ 179.2 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 3.9 years. We may grant RSUs to both employees and directors of the company and to employees of related parties that provide shared services to the company under our shared services agreement with NantWorks as discussed in Note 9 , Related Party Agreements . 32 Table of Contents On February 5, 2021, the compensation committee of the board of directors of the c ompany granted Mr. Adcock two awards totaling 400,000 RSUs (each an “RSU Award” and collectively, the “RSU Awards”) of our common stock pursuant to the 2015 Plan. The RSU Awards are comprised of two separate awards, one settled by issuing 150,000 shares of our common stock and the other to be settled by issuing 250,000 shares of our common stock upon vesting. The first RSU Aw a rd vested immediately on the date of grant with the c ompany retaining shares equal in value to the c ompany’s tax withholding obligations. The second RSU Aw a rd will vest according to the following schedule: one-third (i.e. 83,333 ) of the shares subject to the RSU Aw a rd shall vest in equal annual installments on each of the first, second and third anniversaries of the date of grant , such that all shares shall be fully vested on the third anniversary of the date of g rant, subject to Mr. Adcock remaining in c ontinuous s ervice as defined in the 2015 Plan through the applicable vesting dates. This grant of equity awards to Mr. Adcock was made in connection with his appointment as c hief e xecutive o fficer of the c ompany, which was effective as of October 26, 2020, and was modified from the recommended equity grant described in Mr. Adcock’s offer of employment as of that date. On March 4, 2021, prior to the Merger, NantCell awarded 7,121,110 RSUs (adjusted for the exchange ratio of 0.8190 ) to employees and consultants of NantCell and its affiliated companies, pursuant to the NC 2015 Plan. These RSU awards were subject to a performance condition in connection with a “Liquidity Event”, defined as either (i) NantCell’s registration of shares for issuance on a securities offering or (ii) the closing of a corporate transaction. In addition, the vesting of certain performance-based RSU grants accelerates upon obtaining approval by the FDA of a BLA or equivalent application for approval of Anktiva for use in the treatment of non-muscle-invasive bladder cancer. These performance-based RSUs are also subject to service conditions and are scheduled to cliff vest on the last date of each tranche as defined by the individual grant agreements. On March 9, 2021, we completed the Merger with NantCell, and the performance condition related to the Liquidity Event was met. The fair value of the RSUs was estimated based on a third-party valuation as of the grant date of March 4, 2021 and was derived primarily from the estimated probabilities of the Merger close on March 9, 2021 and the other exit assumptions. Once the liquidity event related performance condition was met as of March 9, 2021 due to the Merger, compensation expense for these RSUs began to be recognized on a graded vesting attribution approach over the requisite service period for each participant, which ranges from six-month to seventy (70)-month vesting periods. During the three months ended March 31, 2021, we recognized approximately $ 5.1 million of stock-based compensation expense related to these awards, of which approximately $ 2.9 million was recorded in research and development expense , and approximately $ 2.2 million was recorded in selling, general and administrative expense , respectively, on the condensed combined consolidated statements of operations. The RSUs awarded to employees and consultants of affiliated companies were 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 9 , 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 and recognized $ 0.1 million of deemed dividends for the three months ended March 31, 2021, which was recorded in additional paid in capital, on the condensed combined consolidated balance sheets, with a corresponding credit to stock compensation expense. Warrants In connection with the Merger, warrants issued to NantWorks, a related party, in connection with NantCell’s acquisition of Altor were assumed by the company. After applying the Exchange Ratio at the Effective Time of the Merger, a total of 1,638,000 warrants with an exercise price of $ 3.24 per share, with vesting subject to the achievement of a certain performance condition pertaining to building manufacturing capacity, were outstanding as of March 31, 2021. The fair value of $ 18.0 million assigned to the unvested warrants will be recognized upon achievement of a performance-based vesting condition pertaining to building manufacturing capacity to support supply requirements for one of our product candidates . 12. Income Taxes On March 9, 2021, the company completed the Merger with NantCell. The merger is accounted for as a transaction between entities under common control. The Merger is also considered a nontaxable transaction for U.S. income tax purposes and it is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The company is subject to taxation in the United States, various state, and foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. No tax benefit was provided for losses incurred in the United States, Italy, and South Korea because those losses are offset by a full valuation allowance. 33 Table of Contents The difference between the federal statutory tax rate of 21 % and the company’s 0 % tax rate is due to losses from which the company cannot benefit. The company is no longer subject to income tax examination by the U.S. federal, state or local tax authorities for years ended December 31, 2015 or prior; however, its tax attributes, such as net operating loss (“NOL”) carryforwards and tax credits, are still subject to examination in the year they are used. 13. Subsequent Events Immuno-Oncology Clinic, Inc. Agreement During April 2021, ImmunityBio executed two work orders under an existing master agreement with Immuno-Oncology Clinic, Inc. (the “Clinic”), a related party. Under these work orders, the parties agreed that the Clinic would serve as a site for the following multi-site clinical trials: • A Phase I study of the safety, reactogenicity, and immunogenicity of subcutaneously- and orally-administered supplemental spike & nucleocapsid-targeted COVID ‑ 19 vaccine to enhance T cell-based immunogenicity in participants who have already received a vaccine authorized for emergency use; and • A Phase I study of the safety, reactogenicity, and immunogenicity of a supplemental spike & nucleocapsid-targeted COVID ‑ 19 vaccine to enhance T cell-based immunogenicity in participants who have already received a vaccine authorized for emergency use. Pursuant to our existing agreement with the Clinic, our share of qualifying expenses shall be deducted from amounts previously paid to the Clinic as described in further detail in Note 9 , Related Party Agreements . We expect to incur up to $ 0.2 million of qualifying clinical trial expenses under each work order, subject to changes dependent on clinical trial enrollments and progress. Open Market Sale Agreement On April 30, 2021, we entered into an Open Market Sale Agreement (the “Sale Agreement”) with respect to an at-the-market (“ATM”) offering program under which we may offer and sell, from time to time at our sole discretion, shares of our common stock, having an aggregate offering price of up to $ 500.0 million through our sales agent. We will 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 Sale Agreement, and also have provided them with customary indemnification and contribution rights. We are not obligated to sell any shares under the Sale Agreement and may at any time suspend solicitation and offers under the Sale Agreement. The Sale Agreement may be terminated by us at any time given written notice to the sales agent for any reason or by the sales agent at any time by giving written notice to us for any reason or immediately under certain circumstances, and shall automatically terminate upon the issuance and sale of all of the shares. 34 Table of Contents