OTHER INFORMATION.
−Removed: Form 8‑K/Item 5.02 Departure of Directors or Certain Officers;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers.
−Removed: (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).
−Removed: 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.
−Removed: The RSUs subject to Mr.
−Removed: Adcock’s award shall vest as follows:
−Removed: five percent (5%) will vest on September 9, 2021;
−Removed: 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;
−Removed: twenty percent (20%) will vest on December 31, 2023;
−Removed: twenty percent (20%) will vest on December 31, 2024;
−Removed: twenty percent (20%) will vest on December 31, 2025;
−Removed: and the remaining thirty percent (30%) will vest on December 31, 2026.
−Removed: (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:
−Removed: 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;
−Removed: 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;
−Removed: 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;
−Removed: Sonja Nelson, Senior Vice President, Finance of the Company (served as Chief Financial Officer during 2020), 100% of target bonus, equivalent to $147,000
−Removed: As previously disclosed, Dr.
−Removed: Patrick Soon-Shiong is no longer compensated as an executive of the Company and therefore did not receive a cash bonus for 2020.
−Removed: 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.
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).
6 unchanged sentences
(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).
−Removed: Offer Letter, dated August 3, 2020, by and among ImmunityBio, Inc.
−Removed: and David Sachs (filed as Exhibit 10.31 to the company’s Registration Statement on Form S-4 (Reg.
−Removed: 333-252232) filed with the SEC on January 19, 2021).
−Removed: Combined Consolidated Financial Statements of ImmunityBio, Inc.
−Removed: 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).
+Added: Amended and Restated Bylaws of ImmunityBio, Inc., effective as of March 10, 2021.
+Added: First Amendment to Lease made and entered into as of May 28, 2021, but made effective as of April 1, 2021, by and between 605 Nash, LLC and ImmunityBio, Inc.
Rule 13a-14(a) / 15(d)-14(a) Certification of Principal Executive Officer.
2 unchanged sentences
Section 1350 Certification of Chief Financial Officer.
+Added: Combined Consolidated Financial Statements of ImmunityBio, Inc.
+Added: 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).
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).
6 unchanged sentences
Filed herewith.
−Removed: 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.
+Added: The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q 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.
−Removed: Indicates management contract or compensatory plan.
−Removed: Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6).
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.
+Added: August 12, 2021
/s/ Richard Adcock
2 unchanged sentences
(Principal Executive Officer)
+Added: August 12, 2021
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.