ImmunityBio Inc
For the period ended Dec 31, 2023. Filed Mar 19, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 19, 2024
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Item 15. Exhibits and Financial Statement Schedules
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.
The consolidated financial statements, financial statement schedules and exhibits filed as part of this Annual Report are as follows:
(1)Financial Statements
Reference is made to the consolidated financial statements identified in the “Index to Financial Statements” under Part II, Item 8.“Financial Statements and Supplementary Data” of this Annual Report.
(2)Financial Statement Schedules for the Years Ended December 31, 2023, 2022 and 2021
All financial statement schedules have been omitted because the information required to be set forth therein is not applicable or is otherwise included in the consolidated financial statements or notes thereto. See Part II, Item 8.“Financial Statements and Supplementary Data” of this Annual Report.
(3)Exhibits
The documents listed below are incorporated by reference or filed or furnished with this Annual Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
| ExhibitNumber · Incorporated by Reference Herein | |||||
|---|---|---|---|---|---|
| Description · Form · File No. · Exhibit No. · Filing Date | |||||
| 2.1+ | Agreement and Plan of Merger, dated 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. | 8-K | 001-37507 | 2.1 | December 22, 2020 |
| 3.1 | Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. | 8-K | 001-37507 | 3.1 | August 4, 2015 |
| 3.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. dated March 9, 2021. | 8-K | 001-37507 | 3.1 | March 10, 2021 |
| 3.3 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. dated February 1, 2022. | POSASR | 333-255699 | 3.3 | March 1, 2022 |
| 3.4 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. dated October 18, 2023. | 10-Q | 001-37507 | 3.4 | November 9, 2023 |
| 3.5 | Amended and Restated Bylaws of ImmunityBio, Inc. effective as of March 10, 2021. | 10-Q | 001-37507 | 3.2 | August 12, 2021 |
| 4.1 | Nominating Agreement by and between the Registrant and Cambridge Equities, LP, dated June 18, 2015. | S-1 | 333-205124 | 4.1 | June 19, 2015 |
| 4.2 | Form of Registration Rights Agreement by and between the Registrant and the Purchasers of Common Stock, dated June 2015. | S-1 | 333-205124 | 4.2 | June 19, 2015 |
| 4.3 | Registration Rights Agreement by and between the Registrant and Cambridge Equities, LP, dated December 23, 2014. | S-1 | 333-205124 | 4.3 | June 19, 2015 |
| ExhibitNumber · Incorporated by Reference Herein | |||||
|---|---|---|---|---|---|
| Description · Form · File No. · Exhibit No. · Filing Date | |||||
| 4.4 | Form of Subscription and Securities Purchase Agreement among the Registrant and the Subscribers of Series C Preferred Stock, dated as of April 1, 2014. | S-1 | 333-205124 | 4.5 | June 19, 2015 |
| 4.5 | Registration Rights Agreement, among the Registrant and the purchasers of Series B Preferred Stock, dated as of June 20, 2013. | S-1 | 333-205124 | 4.6 | June 19, 2015 |
| 4.6 | Specimen Common Stock Certificate. | S-8 POS | 333-252232 | 4.1 | May 21, 2021 |
| 4.7* | Description of Registrant’s Securities. | ||||
| 4.8+ | Common Stock Purchase Warrant, dated June 30, 2016, issued by the Company to NantWorks, LLC. | S-4 | 333-252232 | 10.13 | January 19, 2021 |
| 4.9 | Form of December 2022 Common Stock Purchase Warrant. | 8-K | 001-37507 | 4.1 | December 12, 2022 |
| 4.10 | Amended Form of February 2023 Common Stock Purchase Warrant. | 10-Q | 001-37507 | 4.1 | November 9, 2023 |
| 4.11 | Form of July 2023 Common Stock Purchase Warrant. | 8-K | 001-37507 | 4.1 | July 21, 2023 |
| 10.1 | Voting Agreement, dated as of December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc. and the NantKwest, Inc. stockholders party thereto. | 8-K | 001-37507 | 10.1 | December 22, 2020 |
| 10.2 | Voting Agreement, dated as of December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc. and the ImmunityBio, Inc. stockholders party thereto. | 8-K | 001-37507 | 10.2 | December 22, 2020 |
| 10.3+* | Revenue Interest Purchase Agreement dated as of December 29, 2023 among ImmunityBio, Inc., the Purchasers from time to time party hereto and Infinity SA LLC. | ||||
| 10.4+* | Security and Pledge Agreement as of December 29, 2023 among ImmunityBio, Inc., the Subsidiary Guarantors listed on the signature pages hereto, such other parties that may become Grantors hereunder after the date hereof and Infinity SA LLC. | ||||
| 10.5+* | Stock Purchase and Option Agreement dated December 29, 2023 by and between the Investors and ImmunityBio, Inc. | ||||
| 10.6 | Stock Purchase Agreement, dated September 11, 2023, by and among ImmunityBio, Inc., NantCell, Inc., Nant Capital, LLC, NantMobile, LLC, and NantCancerStemCell, LLC. | 10-Q | 001-37507 | 10.3 | November 9, 2023 |
| 10.7 | Securities Purchase Agreement dated as of July 20, 2023. | 8-K | 001-37507 | 10.1 | July 21, 2023 |
| 10.8 | Securities Purchase Agreement dated as of February 15, 2023. | 8-K | 001-37507 | 10.1 | February 15, 2023 |
| ExhibitNumber · Incorporated by Reference Herein | |||||
|---|---|---|---|---|---|
| Description · Form · File No. · Exhibit No. · Filing Date | |||||
| 10.9 | Securities Purchase Agreement, dated as of December 12, 2022. | 8-K | 001-37507 | 10.1 | December 12, 2022 |
| 10.10 | Open Market Sale Agreement dated April 30, 2021, by and between ImmunityBio, Inc. and Jefferies LLC. | 8-K | 001-37507 | 10.1 | May 3, 2021 |
| 10.11+ | Agreement and Plan of Merger, dated May 19, 2017, by and among the Company, Altor Acquisition LLC, Altor BioScience Corporation and Shareholder Representative Services LLC. | S-4 | 333-252232 | 10.4 | January 19, 2021 |
| 10.12 | Sales Milestone Contingent Value Rights Agreement, dated as of July 31, 2017, by and between the Company and Shareholder Representative Services LLC. | S-4 | 333-252232 | 10.12 | January 19, 2021 |
| 10.13* | Letter Amendment dated December 29, 2023 to the Convertible Promissory Notes dated March 31, 2023 (as amended on September 11, 2023) and September 30, 2023 issued by ImmunityBio, Inc. to Nant Capital, LLC. | ||||
| 10.14 | Convertible Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated September 11, 2023. | 10-Q | 001-37507 | 10.4 | November 9, 2023 |
| 10.15 | Letter of Amendment dated as of September 11, 2023 to the Convertible Promissory Note issued by ImmunityBio, Inc. to Nant Capital, LLC dated March 31, 2023. | 10-Q | 001-37507 | 10.8 | November 9, 2023 |
| 10.16 | Convertible Promissory Note by and between ImmunityBio, Inc. and Nant Capital, LLC dated March 31, 2023. | 8-K | 001-37507 | 10.1 | March 31, 2023 |
| 10.17* | Amended and Restated Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated December 29, 2023. | ||||
| 10.18 | Letter of Amendment dated as of September 11, 2023 to the Promissory Note issued by ImmunityBio, Inc. to Nant Capital, LLC dated December 12, 2022. | 10-Q | 001-37507 | 10.7 | November 9, 2023 |
| 10.19 | Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated December 12, 2022. | 8-K | 001-37507 | 10.2 | December 12, 2022 |
| 10.20 | Letter of Amendment dated as of September 11, 2023 to the Promissory Note issued by ImmunityBio, Inc. to Nant Capital, LLC dated August 31, 2022. | 10-Q | 001-37507 | 10.6 | November 9, 2023 |
| 10.21 | Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated August 31, 2022. | 10-Q | 001-37507 | 10.1 | November 9, 2022 |
| 10.22 | Letter of Amendment dated as of September 11, 2023 to the Promissory Note issued by ImmunityBio, Inc. to Nant Capital, LLC dated June 13, 2023. | 10-Q | 001-37507 | 10.9 | November 9, 2023 |
| ExhibitNumber · Incorporated by Reference Herein | |||||
|---|---|---|---|---|---|
| Description · Form · File No. · Exhibit No. · Filing Date | |||||
| 10.23 | Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated June 13, 2023. | 8-K | 001-37507 | 10.1 | June 14, 2023 |
| 10.24 | Letter of Amendment dated as of September 11, 2023 to the Amended and Restated Promissory Note issued by ImmunityBio, Inc. to Nant Capital, LLC dated August 31, 2022. | 10-Q | 001-37507 | 10.5 | November 9, 2023 |
| 10.25 | Amended and Restated Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated August 31, 2022. | 10-Q | 001-37507 | 10.2 | November 9, 2022 |
| 10.26 | Amended and Restated Convertible Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated August 31, 2022. | 10-Q | 001-37507 | 10.3 | November 9, 2022 |
| 10.27 | Amended and Restated Convertible Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated August 31, 2022. | 10-Q | 001-37507 | 10.4 | November 9, 2022 |
| 10.28 | Second Amended and Restated Convertible Promissory Note between ImmunityBio, Inc. and Nant Capital, LLC dated August 31, 2022. | 10-Q | 001-37507 | 10.5 | November 9, 2022 |
| 10.29 | Second Amended and Restated Convertible Promissory Note between ImmunityBio, Inc. and NantCancerStemCell, LLC dated August 31, 2022. | 10-Q | 001-37507 | 10.7 | November 9, 2022 |
| 10.30 | Second Amended and Restated Convertible Promissory Note between ImmunityBio, Inc. and NantMobile, LLC dated August 31, 2022. | 10-Q | 001-37507 | 10.8 | November 9, 2022 |
| 10.31 | Lease Agreement by and between ARE-JOHN HOPKINS COURT, LLC and the Company, dated June 19, 2015. | S-1/A | 333-205124 | 10.19 | July 27, 2015 |
| 10.32 | First Amendment to Lease dated July 16, 2015 by and between ARE-JOHN HOPKINS COURT, LLC and Conkwest, Inc. | 10-Q | 001-37507 | 10.6 | August 8, 2022 |
| 10.33 | Second Amendment to Lease effective as of June 18, 2016 by and between ARE-JOHN HOPKINS COURT, LLC and NantKwest, Inc., fka Conkwest, Inc. | 10-Q | 001-37507 | 10.7 | August 8, 2022 |
| 10.34 | Third Amendment to Lease dated April 12, 2022 by and between ARE-JOHN HOPKINS COURT, LLC and ImmunityBio, Inc. | 10-Q | 001-37507 | 10.8 | August 8, 2022 |
| 10.35 | Facility License Agreement by and between NantWorks, LLC and the Company, dated as of November 6, 2015. | 10-K | 001-37507 | 10.23 | March 30, 2016 |
| ExhibitNumber · Incorporated by Reference Herein | |||||
|---|---|---|---|---|---|
| Description · Form · File No. · Exhibit No. · Filing Date | |||||
| 10.36 | First Amendment to Facility License Agreement by and between NantWorks, LLC and the Company, dated as of September 14, 2020. | 10-Q | 001-37507 | 10.2 | November 9, 2020 |
| 10.37 | Second Amendment to Facility License Agreement, effective as of May 1, 2022, by and between NantWorks, LLC, the Licensor, and ImmunityBio, Inc., the Licensee. | 10-Q | 001-37507 | 10.4 | August 8, 2022 |
| 10.38 | Commercial Lease by and between 605 Doug St, LLC and the Company, dated September 15, 2016. | 10-Q | 001-37507 | 10.1 | November 10, 2016 |
| 10.39 | Extension of Commercial Lease by and between 605 Doug St, LLC and ImmunityBio, Inc., dated June 30, 2023. | 10-Q | 001-37507 | 10.2 | August 8, 2023 |
| 10.40+ | Commercial Lease by and between Duley Road, LLC and Altor BioScience Manufacturing Company, LLC, dated February 1, 2017. | S-4/A | 333-252232 | 10.27 | January 19, 2021 |
| 10.41* | Extension of Commercial Lease by and between Duley Road, LLC and Altor BioScience Manufacturing Company, LLC, dated October 3, 2023. | ||||
| 10.42+ | Commercial Lease by and between Duley Road, LLC and the Company, dated January 28, 2019. | S-4/A | 333-252232 | 10.28 | January 19, 2021 |
| 10.43+ | Commercial Lease by and between Duley Road, LLC and the Company, dated January 28, 2019. | S-4/A | 333-252232 | 10.29 | January 19, 2021 |
| 10.44 | Sublease Agreement between Altor BioScience Manufacturing Company, LLC and the Company, dated as of September 30, 2020. | 10-Q | 001-37507 | 10.3 | November 9, 2020 |
| 10.45 | Commercial Lease between 605 Nash, LLC and the Company, dated February 11, 2021. | 10-K | 001-37507 | 10.35 | March 4, 2021 |
| 10.46 | First Amendment to Lease (Expansion & Extension) made and entered into as of May 28, 2021 by and between 605 Nash, LLC and ImmunityBio, Inc. | 10-Q | 001-37507 | 10.1 | August 12, 2021 |
| 10.47 | Membership Interest Purchase Agreement entered into as of September 27, 2021 by and among Nant Capital, LLC and ImmunityBio, Inc. | 10-Q | 001-37507 | 10.2 | November 12, 2021 |
| 10.48 | Industrial/Commercial Lease Agreement dated September 27, 2021 by and between 557 Doug St, LLC and ImmunityBio, Inc. | 10-Q | 001-37507 | 10.3 | November 12, 2021 |
| 10.49 | Lease Termination Agreement effective May 31, 2022 by and between ImmunityBio, Inc. and 557 Doug St., LLC. | 10-Q | 001-37507 | 10.9 | August 8, 2022 |
| 10.50 | Commercial Lease Agreement dated September 27, 2021 by and between 420 Nash, LLC and ImmunityBio, Inc. | 10-Q | 001-37507 | 10.4 | November 12, 2021 |
| ExhibitNumber · Incorporated by Reference Herein | |||||
|---|---|---|---|---|---|
| Description · Form · File No. · Exhibit No. · Filing Date | |||||
| 10.51 | Fort Schuyler Management Corporation Lease, effective as of October 1, 2021, between Fort Schuyler Management Corporation, as Landlord, and Athenex, Inc., as Tenant. | 10-Q | 001-37507 | 10.2 | May 10, 2022 |
| 10.52 | First Amendment to Lease, effective as of February 14, 2022, by and among Fort Schuyler Management Corporation and ImmunityBio, Inc. | 10-Q | 001-37507 | 10.3 | May 10, 2022 |
| 10.53 | Industrial/Commercial Lease Agreement dated May 1, 2022 by and between 23 Alaska, LLC and ImmunityBio, Inc. | 10-Q | 001-37507 | 10.5 | August 8, 2022 |
| 10.54 | Lease Termination Agreement dated as of August 31, 2023 by and between ImmunityBio, Inc. and 23 Alaska, LLC. | 10-Q | 001-37507 | 10.2 | November 9, 2023 |
| 10.55+ | Purchase Agreement by and between Athenex, Inc. and ImmunityBio, Inc. dated January 7, 2022. | 8-K | 001-37507 | 10.1 | January 12, 2022 |
| 10.56+ | Letter Agreement effective as of July 1, 2019 between Immuno-Oncology Clinic, Inc. and the Company. | 10-Q | 001-37507 | 10.4 | August 6, 2019 |
| 10.57 | First Amendment to the July 1, 2019 Letter Agreement by and between Immuno-Oncology Clinic, Inc. and the Company, dated March 31, 2020. | 10-Q | 001-37507 | 10.1 | May 11, 2020 |
| 10.58 | Amended and Restated Shared Services Agreement by and between NantKwest, Inc. and NantWorks, LLC, dated June 28, 2016. | 10-Q | 001-37507 | 10.1 | August 15, 2016 |
| 10.59#+ | Offer Letter between the Company and Richard Adcock, dated October 26, 2020. | 10-Q | 001-37507 | 10.4 | November 9, 2020 |
| 10.60#+ | Offer Letter, dated August 3, 2020, between ImmunityBio, Inc. and David Sachs. | S-4 | 333-252232 | 10.31 | January 19, 2021 |
| 10.61 | Form of Indemnification Agreement between ImmunityBio, Inc. and each of its Directors and Executive Officers. | S-1 | 333-205124 | 10.1 | June 19, 2015 |
| 10.62# | Executive Incentive Compensation Plan. | S-1/A | 333-205124 | 10.4 | July 15, 2015 |
| 10.63# | 2014 NantKwest, Inc. Equity Incentive Plan and forms of agreement thereunder. | S-1 | 333-205124 | 10.2 | June 19, 2015 |
| 10.64# | ImmunityBio, Inc. 2015 Equity Incentive Plan and forms of agreement thereunder. | S-8 | 333-265599 | 10.1 | June 14, 2022 |
| 10.65# | NantCell, Inc. 2015 Stock Incentive Plan and forms of agreement thereunder. | S-4 | 333-252332 | 10.14 | January 19, 2021 |
| 21.1* | Subsidiaries of ImmunityBio, Inc. as of December 31, 2023. | ||||
| 23.1* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | ||||
| ExhibitNumber | Incorporated by Reference Herein | ||||||
| Description | Form | File No. | Exhibit No. | Filing Date | |||
| 31.1* | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a) of the Securities Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||
| 31.2* | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a) of the Securities Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||
| 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||
| 97.1#+* | ImmunityBio, Inc. Compensation Recovery Policy as adopted or most recently updated on November 29, 2023. | ||||||
| 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 Label 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 Annual Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of ImmunityBio, Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.