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ImmunityBio, Inc.

For the period ended Dec 31, 2025. Filed Feb 23, 2026.

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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.

FY2025 · Filed Feb 23, 2026

IBRX$6.75-5.1%Stored close · as of Nov 10, 2026

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Contents

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, 2025, 2024 and 2023

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
3.1* · Restated Certificate of Incorporation of ImmunityBio, Inc.
3.2Amended and Restated Bylaws of ImmunityBio, Inc. effective as of March 10, 2021.10-Q001-375073.2August 12, 2021
4.1Nominating Agreement by and between the Registrant and Cambridge Equities, LP, dated June 18, 2015.S-1333-2051244.1June 19, 2015
4.2Form of Registration Rights Agreement by and between the Registrant and the Purchasers of Common Stock, dated June 2015.S-1333-2051244.2June 19, 2015
4.3Registration Rights Agreement by and between the Registrant and Cambridge Equities, LP, dated December 23, 2014.S-1333-2051244.3June 19, 2015
4.4Form of Subscription and Securities Purchase Agreement among the Registrant and the Subscribers of Series C Preferred Stock, dated as of April 1, 2014.S-1333-2051244.5June 19, 2015
4.5Registration Rights Agreement, among the Registrant and the purchasers of Series B Preferred Stock, dated as of June 20, 2013.S-1333-2051244.6June 19, 2015
4.6Specimen Common Stock Certificate.S-8 POS333-2522324.1May 21, 2021
4.7Description of Registrant’s Securities.10-K001-375074.7March 19, 2024
ExhibitNumber · Incorporated by Reference Herein
Description · Form · File No. · Exhibit No. · Filing Date
4.8+Common Stock Purchase Warrant, dated June 30, 2016, issued by the Company to NantWorks, LLC.S-4333-25223210.13January 19, 2021
4.9Amended Form of February 2023 Common Stock Purchase Warrant.10-Q001-375074.1November 9, 2023
4.10Form of July 2023 Common Stock Purchase Warrant.8-K001-375074.1July 21, 2023
4.11Form of April 2025 Common Stock Purchase Warrant.8-K001-375074.1April 8, 2025
4.12Form of July 2025 Common Stock Purchase Warrant.8-K001-375074.1July 25, 2025
10.1Voting Agreement, dated as of December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc. and the NantKwest, Inc. stockholders party thereto.8-K001-3750710.1December 22, 2020
10.2Voting Agreement, dated as of December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc. and the ImmunityBio, Inc. stockholders party thereto.8-K001-3750710.2December 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-K001-3750710.3March 19, 2024
10.4Limited Consent and Amendment to Revenue Interest Purchase Agreement, dated as of December 10, 2024, by and between ImmunityBio, Inc., the Purchasers party thereto, and Infinity SA LLC, as Collateral Agent and Administrative Agent for the Purchasers.8-K001-375071.3December 11, 2024
10.5+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-K001-3750710.4March 19, 2024
10.6+Stock Purchase and Option Agreement dated December 29, 2023 by and between the Investors and ImmunityBio, Inc.10-K001-3750710.5March 19, 2024
10.7Securities Purchase Agreement, dated as of April 7, 2025.8-K001-3750710.1April 8, 2025
10.8Securities Purchase Agreement, dated as of July 24, 2025.8-K001-3750710.1July 25, 2025
ExhibitNumber · Incorporated by Reference Herein
Description · Form · File No. · Exhibit No. · Filing Date
10.9Open Market Sale Agreement dated April 30, 2021, by and between ImmunityBio, Inc. and Jefferies LLC.8-K001-3750710.1May 3, 2021
10.10Amendment No. 1 to Open Market Sale Agreement dated December 23, 2025, by and between ImmunityBio, Inc. and Jefferies LLC.8-K001-3750710.1December 29, 2025
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-4333-25223210.4January 19, 2021
10.12Sales Milestone Contingent Value Rights Agreement, dated as of July 31, 2017, by and between the Company and Shareholder Representative Services LLC.S-4333-25223210.12January 19, 2021
10.13Second Amended and Restated Promissory Note by and between ImmunityBio, Inc. and Nant Capital, LLC, dated as of December 10, 2024.8-K001-375071.2December 11, 2024
10.14Amendment dated January 23, 2026 to the Second Amended and Restated Promissory Note by and between ImmunityBio, Inc. and Nant Capital, LLC.8-K001-3750710.1January 26, 2026
10.15Lease Agreement by and between ARE-JOHN HOPKINS COURT, LLC and the Company, dated June 19, 2015.S-1/A333-20512410.19July 27, 2015
10.16First Amendment to Lease dated July 16, 2015 by and between ARE-JOHN HOPKINS COURT, LLC and Conkwest, Inc.10-Q001-3750710.6August 8, 2022
10.17Second Amendment to Lease effective as of June 18, 2016 by and between ARE-JOHN HOPKINS COURT, LLC and NantKwest, Inc., fka Conkwest, Inc.10-Q001-3750710.7August 8, 2022
10.18Third Amendment to Lease dated April 12, 2022 by and between ARE-JOHN HOPKINS COURT, LLC and ImmunityBio, Inc.10-Q001-3750710.8August 8, 2022
10.19Facility License Agreement by and between NantWorks, LLC and the Company, dated as of November 6, 2015.10-K001-3750710.23March 30, 2016
10.20First Amendment to Facility License Agreement by and between NantWorks, LLC and the Company, dated as of September 14, 2020.10-Q001-3750710.2November 9, 2020
ExhibitNumber · Incorporated by Reference Herein
Description · Form · File No. · Exhibit No. · Filing Date
10.21Second Amendment to Facility License Agreement, effective as of May 1, 2022, by and between NantWorks, LLC, the Licensor, and ImmunityBio, Inc., the Licensee.10-Q001-3750710.4August 8, 2022
10.22Commercial Lease by and between 605 Doug St, LLC and the Company, dated September 15, 2016.10-Q001-3750710.1November 10, 2016
10.23Extension of Commercial Lease by and between 605 Doug St, LLC and ImmunityBio, Inc., dated June 30, 2023.10-Q001-3750710.2August 8, 2023
10.24+Commercial Lease by and between Duley Road, LLC and Altor BioScience Manufacturing Company, LLC, dated February 1, 2017.S-4333-25223210.27January 19, 2021
10.25Extension of Commercial Lease by and between Duley Road, LLC and Altor BioScience Manufacturing Company, LLC, dated October 3, 2023.10-K001-3750710.41March 19, 2024
10.26+Commercial Lease by and between Duley Road, LLC and the Company, dated January 28, 2019.S-4333-25223210.28January 19, 2021
10.27+Commercial Lease by and between Duley Road, LLC and the Company, dated January 28, 2019.S-4333-25223210.29January 19, 2021
10.28Sublease Agreement between Altor BioScience Manufacturing Company, LLC and the Company, dated as of September 30, 2020.10-Q001-3750710.3November 9, 2020
10.29Commercial Lease between 605 Nash, LLC and the Company, dated February 11, 2021.10-K001-3750710.35March 4, 2021
10.30First Amendment to Lease (Expansion & Extension) made and entered into as of May 28, 2021 by and between 605 Nash, LLC and ImmunityBio, Inc.10-Q001-3750710.1August 12, 2021
10.31Commercial Lease Agreement dated September 27, 2021 by and between 420 Nash, LLC and ImmunityBio, Inc.10-Q001-3750710.4November 12, 2021
10.32Fort Schuyler Management Corporation Lease, effective as of October 1, 2021, between Fort Schuyler Management Corporation, as Landlord, and Athenex, Inc., as Tenant.10-Q001-3750710.2May 10, 2022
10.33First Amendment to Lease, effective as of February 14, 2022, by and among Fort Schuyler Management Corporation and ImmunityBio, Inc.10-Q001-3750710.3May 10, 2022
ExhibitNumber · Incorporated by Reference Herein
Description · Form · File No. · Exhibit No. · Filing Date
10.34* · Second Amendment to Lease, effective as of January 1, 2026, by and among Fort Schuyler Management Corporation and ImmunityBio, Inc.
10.35+Purchase Agreement by and between Athenex, Inc. and ImmunityBio, Inc. dated January 7, 2022.8-K001-3750710.1January 12, 2022
10.36+Letter Agreement effective as of July 1, 2019 between Immuno-Oncology Clinic, Inc. and the Company.10-Q001-3750710.4August 6, 2019
10.37First Amendment to the July 1, 2019 Letter Agreement by and between Immuno-Oncology Clinic, Inc. and the Company, dated March 31, 2020.10-Q001-3750710.1May 11, 2020
10.38Amended and Restated Shared Services Agreement by and between NantKwest, Inc. and NantWorks, LLC, dated June 28, 2016.10-Q001-3750710.1August 15, 2016
10.39#+Offer Letter between the Company and Richard Adcock, dated October 26, 2020.10-Q001-3750710.4November 9, 2020
10.40#+Offer Letter, dated August 3, 2020, between ImmunityBio, Inc. and David Sachs.S-4333-25223210.31January 19, 2021
10.41Form of Indemnification Agreement between ImmunityBio, Inc. and each of its Directors and Executive Officers.S-1333-20512410.1June 19, 2015
10.42#Executive Incentive Compensation Plan.S-1/A333-20512410.4July 15, 2015
10.43#ImmunityBio, Inc. 2015 Equity Incentive Plan.10-Q001-3750710.1August 12, 2024
10.44#NantCell, Inc. 2015 Stock Incentive Plan and forms of agreement thereunder.S-4333-25233210.14January 19, 2021
10.45#ImmunityBio, Inc. 2025 Equity Incentive Plan.8-K001-3750710.1June 20, 2025
10.46+Settlement Agreement and Release dated July 13, 2024 entered into by and among Altor BioScience, LLC, NantCell, Inc., HCW Biologics, Inc., and Dr. Hing C. Wong.10-Q001-3750710.1November 12, 2024
19.1ImmunityBio, Inc. Insider Trading Policy, as Amended.10-K001-3750719.1March 3, 2025
21.1*Subsidiaries of ImmunityBio, Inc. as of December 31, 2025.
23.1*Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2*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, 2023.10-K001-3750797.1March 19, 2024
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover 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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.