ImmunityBio, Inc. 10-Q

ITEM 5. OTHER INFORMATION. Form 8‑K/Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Richard Adcock, our Chief Executive Officer, President and member of our Board of Directors, had previously received an award of restricted stock units, or RSUs, in NantCell (formerly known as ImmunityBio, Inc., a private company). On March 9, 2021, in connection with the closing of the Merger, these RSUs in NantCell were assumed by the Company and converted (using the Exchange Ratio of 0.8190) into RSUs, on the same terms and conditions immediately prior to the Merger, to purchase 172,420 shares of the Company’s common stock. The RSUs subject to Mr. Adcock’s award shall vest as follows: five percent (5%) will vest on September 9, 2021; five percent (5%) will vest on the earlier of (A) December 31, 2022 and (B) the 60th day following approval by the FDA of a biologics license application or equivalent application for approval of Anktiva for use in the treatment of non-muscle invasive bladder cancer; twenty percent (20%) will vest on December 31, 2023; twenty percent (20%) will vest on December 31, 2024; twenty percent (20%) will vest on December 31, 2025; and the remaining thirty percent (30%) will vest on December 31, 2026. (f) On May 12, 2021, the Compensation Committee of the Company’s Board of Directors approved the payment of cash bonuses to the Company’s named executive officers for the 2020 fiscal year in the following amounts: • Richard Adcock, Chief Executive Officer and President of the Company (served as Chief Executive Officer during 2020 from hire date of October 26, 2020), 100% of target bonus, prorated from date of hire, equivalent to $67,808; • David Sachs, Chief Financial Officer of the Company (served as Chief Financial Officer of privately held NantCell during 2020), 100% of target bonus, equivalent to $193,500; • Barry Simon, M.D., Chief Corporate Affairs Officer of the Company (served as President and Chief Administrative Officer during 2020), 75% of target bonus, equivalent to $152,786; and • Sonja Nelson, Senior Vice President, Finance of the Company (served as Chief Financial Officer during 2020), 100% of target bonus, equivalent to $147,000 As previously disclosed, Dr. Patrick Soon-Shiong is no longer compensated as an executive of the Company and therefore did not receive a cash bonus for 2020. The bonus payments are consistent with the previously disclosed terms of the employment agreements or offer letters of each executive offer listed above, and the cash bonus awards were based on the Compensation Committee’s consideration of achievement of operational and financial goals plus a discretionary component. 118 Table of Contents ITEM 6. EXHIBITS. The documents listed below are incorporated by reference or are filed with this Quarterly Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S‑K). Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, dated as of December 21, 2020, by and among ImmunityBio, Inc. (f/k/a NantKwest, Inc.), NantCell, Inc. (f/k/a ImmunityBio, Inc.) and Nectarine Merger Sub, Inc. (filed as Exhibit 2.1 to the company’s Current Report on Form 8-K filed with the SEC on December 22, 2020). 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. (f/k/a NantKwest, Inc.) dated March 9, 2021 (filed as Exhibit 3.1 to the company’s Form 8-K filed with the SEC on March 10, 2021). 10.2#^ Offer Letter, dated August 3, 2020, by and among ImmunityBio, Inc. and David Sachs (filed as Exhibit 10.31 to the company’s Registration Statement on Form S-4 (Reg. No. 333-252232) filed with the SEC on January 19, 2021). 99.2 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 the company’s Current Report on Form 8-K/A filed with the SEC on April 22, 2021). 31.1* Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer. 31.2* Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Financial Officer. 32.1** Section 1350 Certification of Chief Executive Officer. 32.2** Section 1350 Certification of Chief Financial Officer. 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of ImmunityBio, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing. # Indicates management contract or compensatory plan. ^ Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6). 119 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IMMUNITYBIO, INC. Date: May 14, 2021 By: /s/ Richard Adcock Richard Adcock Chief Executive Officer (Principal Executive Officer) Date: May 14, 2021 By: /s/ David C. Sachs David C. Sachs Chief Financial Officer (Principal Financial and Accounting Officer) 120