ImmunityBio, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of ImmunityBio, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of ImmunityBio, Inc. and subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Related-party convertible note, at fair value — Refer to Note 2 and Note 14 to the financial statements

Critical Audit Matter Description

As of December 31, 2025, the Company had a related-party convertible note (the “Convertible Note”) with a principal amount of $505 million. The Company elected the fair value option to account for the Convertible Note and measured the Convertible Note at fair value at each reporting period.

The Company estimated the fair value of the Convertible Note using a binomial lattice model, a complex modeling tool, at each reporting period. The model incorporates inputs such as the Company’s stock price, risk-free rate, expected volatility, and expected market yield. The expected volatility and expected market yield involve unobservable inputs.

Unlike the fair value of financial instruments that are readily observable, the valuation of the Convertible Note is inherently subjective and involves the use of complex modeling tools. Auditing the fair value required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of the Convertible Note included the following, among others:

•We evaluated the design and operating effectiveness of the internal control over the valuation of the Convertible Note.

•With the assistance of our fair value specialists, we evaluated the reasonableness of management’s valuation methodology and the significant assumptions used in determining the fair value of the Convertible Note by:

◦Inspecting the underlying contracts and evaluating the appropriateness of the valuation methodology based on the contract terms.

◦Testing the source information underlying the fair value of the Convertible Note and the mathematical accuracy of the calculations.

◦Developing independent estimates of the inputs and comparing those inputs to those used in the Company’s calculation of the fair value of the Convertible Note.

•We evaluated the competency and objectivity of management’s expert engaged by the Company to perform the valuation of the Convertible Note.

/s/Deloitte & Touche LLP

San Diego, California

February 23, 2026

We have served as the Company’s auditor since 2025.