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$8.64+7.8%Stored close · as of Nov 6, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

IMMUNITYBIO, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2025

TABLE OF CONTENTS

Page
PART I
Item 1.	Business.	1
Item 1A.	Risk Factors.	55
Item 1B.	Unresolved Staff Comments.	128
Item 1C.	Cybersecurity.	129
Item 2.	Properties.	131
Item 3.	Legal Proceedings.	131
Item 4.	Mine Safety Disclosures.	134
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	135
Item 6.	Reserved.	136
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	137
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	158
Item 8.	Financial Statements and Supplementary Data.	160
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	238
Item 9A.	Controls and Procedures.	238
Item 9B.	Other Information.	241
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	241
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	242
Item 11.	Executive Compensation.	242
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	242
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	242
Item 14.	Principal Accountant Fees and Services.	242
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	243
Signatures	250

Defined Terms

Unless expressly indicated or the context required otherwise, the terms “ImmunityBio,” “the company,” “we,” “us,” and “our” in this Annual Report refer to ImmunityBio, Inc., a Delaware corporation, and, where appropriate, its subsidiaries. We have also used several other terms in this Annual Report, the consolidated financial statements and accompanying notes included herein, most of which are defined below:

Term	Definition
2015 Plan	ImmunityBio, Inc. 2015 Equity Incentive Plan
2015 Share Repurchase Program	Board of Directors-approved share repurchase program
2025 Plan	ImmunityBio, Inc. 2025 Equity Incentive Plan
3M IPC	3M Innovative Properties Company
3PL Agent	logistics agent
401(k) Plan	401(k) retirement and savings plan
AAHI	Access to Advanced Health Institute
ACA	Affordable Care Act
ADCC	antibody-dependent cellular cytotoxicity
AI	artificial intelligence
AKS	Anti-Kickback Statute
ALC	absolute lymphocyte count
Altor	Altor BioScience, LLC
America Invents Act	Leahy-Smith America Invents Act
Amyris	Amyris, Inc.
ANC	absolute neutrophil count
ANKTIVA®	Proprietary name for N-803 (formerly ALT-803), our novel IL-15 receptor superagonist complex (nogapendekin alfa inbakicept)
Approved product	ANKTIVA
ART	anti-retroviral therapy
ASC	Accounting Standards Codification
ASC 470-50	FASB ASC Topic 470-50, Debt—Modifications and Extinguishments
ASC 480	FASB ASC Topic 480, Distinguishing Liabilities from Equity
ASC 606	FASB ASC Topic 606, Revenue from Contracts with Customers
ASC 718	FASB ASC Topic 718, Compensation—Stock Compensation
ASC 808	FASB ASC Topic 808, Collaborative Arrangements
ASC 815	FASB ASC Topic 815, Derivatives and Hedging
ASC 825	FASB ASC Topic 825, Financial Instruments
ASCO	American Society of Clinical Oncology
ASU	Accounting Standards Update
Athenex	Athenex, Inc.
ATM	“at-the-market” sales agreement
ATRA	American Taxpayer Relief Act of 2012

Term	Definition
BCG	Bacillus Calmette-Guérin (TICE® BCG approved for use in the U.S.)
Beike	Shenzhen Beike Biotechnology Co. Ltd.
BeOne	BeOne Medicines Ltd. (formerly BeiGene, Ltd.)
BIS	U.S. Department of Commerce, Bureau of Industry and Security
BLA	Biologics License Application
BPCIA	Biologics Price Competition and Innovation Act of 2009
Brink	Brink Biologics, Inc.
Cambridge	Cambridge Equities, LP
Cancer BioShield™ platform	our first-in-class immunotherapy strategy designed to restore immune competence by reversing lymphopenia—the loss of functional immune cells caused by cancer itself and by conventional treatments such as chemotherapy, radiation and immunotherapy.
CAP	community-acquired pneumonia
CAR	chimeric antigen receptor
CCPA	California Consumer Privacy Act of 2018
CEO	chief executive officer
CFO	chief financial officer
cGMP	current Good Manufacturing Practice
China	when used in connection with the RIPA, People’s Republic of China, Hong Kong and any territories controlled by the People’s Republic of China
CHMP	Committee for Medicinal Products for Human Use
CI	confidence interval
CIO	chief information officer
CIS	carcinoma in situ
Clinic	Immuno-Oncology Clinic, Inc.
Closing Date	when used in connection with the RIPA, December 29, 2023
CMO	contract manufacturing organization
CMS	Centers for Medicare & Medicaid Services
Code	Internal Revenue Code of 1986, as amended
CODM	chief operating decision maker
CPI	checkpoint inhibitor
CPRA	California Privacy Rights Act
CRADA	Cooperative Research and Development Agreement
CRL	complete response letter
CRO	contract research organization
CVR	contingent value right
DGCL	Delaware General Corporation Law
DSCSA	Drug Supply Chain Security Act
Duley Road	Duley Road, LLC
Dunkirk Facility	a leasehold interest in a cGMP ISO Class 5 pharmaceutical manufacturing space in western New York
EAP	Expanded Access Program
EEA	European Economic Area

Term	Definition
EGFR	epidermal growth factor receptor
EMA	European Medicines Agency
ERM	Enterprise Risk Management
EU	European Union
Exchange Act	Securities Exchange Act of 1934, as amended
Exyte	Exyte U.S., Inc.
FASB	Financial Accounting Standards Board
FCA	False Claims Act
FCPA	U.S. Foreign Corrupt Practices Act
FD&C Act	Federal Food, Drug, and Cosmetic Act
FDA	U.S. Food and Drug Administration (or the Agency)
FDASIA	Food and Drug Administration Safety and Innovation Act of 2012
FIFO	First In First Out inventory method
FSMC	Fort Schuyler Management Corporation, a not-for-profit corporation affiliated with the State of New York
FTC	Federal Trade Commission
FTO	freedom-to-operate
FVO	fair value option
GBM	glioblastoma
GCP	Good Clinical Practice
GDPR	General Data Protection Regulation
GlobeImmune	GlobeImmune, Inc.
GMP	Good Manufacturing Practice
hAd5	human adenovirus serotype 5
haNK	high-affinity NK
Hatch-Waxman Act	Drug Price Competition and Patent Term Restoration Act of 1984
HCC	hepatocellular carcinoma
HCPCS	Healthcare Common Procedure Coding System, a set of standardized codes used in the U.S. to describe specific medical procedures, services, equipment, medications, and supplies.
HCW	HCW Biologics, Inc.
HHS	U.S. Department of Health and Human Services
HIPAA	Health Insurance Portability and Accountability Act of 1996
HITECH	Health Information Technology for Economic and Clinical Health Act
HIV	human immunodeficiency virus
HPV	human papillomavirus
IDE	Investigational Device Exemption
IgDraSol	IgDraSol, Inc., a subsidiary of the company
IL-15	novel interleukin 15
IND	investigational new drug
Infinity	Infinity SA LLC, as purchaser agent for affiliates of Oberland
iNHL	indolent non-Hodgkin lymphoma
IPR&D	In-process research and development

iii

Term	Definition
iPSP	initial Pediatric Study Plan
IRA	Inflation Reduction Act of 2022
IRB	Institutional review boards
IRS	Internal Revenue Service
J-code	a part of the HCPCS used to designate non-oral medications and other medical devices
LMIC	low- and middle-income countries
M-ceNK	memory-like cytokine-enhanced NK
MAA	Marketing Authorization Application
mAbs	monoclonal antibodies
mCRCP	metastatic castration-resistant prostate cancer
MDSC	myeloid-derived suppressor cells
MENA	Middle East and North Africa
MFN	Most Favored Nation drug
MHC	major histocompatability complex
MHC-I	major histocompatability complex class I
MHC-II	major histocompatability complex class II
MHRA	UK Medicines and Healthcare products Regulatory Agency
Nant Capital	Nant Capital, LLC
NantCell	NantCell, Inc., a subsidiary of the company
NANTibody	Immunotherapy NANTibody, LLC, a subsidiary of the company
NantKwest	NantKwest, Inc.
NantMobile	NantMobile, LLC
NantWorks	NantWorks, LLC, a related party
NCCN	National Comprehensive Cancer Network
NC 2015 Plan	NantCell, Inc. 2015 Stock Incentive Plan
NCI	National Cancer Institute
NCSC	NantCancerStemCell, LLC
NDA	New Drug Application
NHL	non-Hodgkin lymphoma
NIAID	National Institute of Allergy and Infectious Diseases
NIH	National Institutes of Health
NIH Guidelines	NIH Guidelines for Research Involving Recombinant DNA Molecules
NK	natural killer
NMIBC	non-muscle invasive bladder cancer
NOL	net operating loss
NSCLC	non-small cell lung cancer
OBA	NIH Office of Biotechnology Activities
Oberland	Oberland Capital Management LLC and its affiliates (including Purchasers as defined in the RIPA)
OBBB Act	One Big Beautiful Bill Act
OECD	Organisation for Economic Co-operation and Development
PCAOB	Public Company Accounting Oversight Board (United States)
PD-1	programmed death receptor 1

Term	Definition
PD-L1	programmed death receptor ligand
PDMA	U.S. Prescription Drug Marketing Act
PHI	Protected Health Information
PHSA	Public Health Service Act
PMA	pre-market approval
PREA	Pediatric Research Equity Act
Proxy Statement	Schedule 14A in connection with our 2026 Annual Meeting of Stockholders
PSA	prostate-specific antigen
QMSR	Quality Management System Regulation
QSR	Quality System Regulation
QUILT	QUantum Integrative Lifelong Trial
R&E	research and experimental expenditures
r/r	relapsed/ refractory
RAC	Recombinant DNA Advisory Committee
rBCG	recombinant BCG
RCT	randomized controlled trial
RDO	registered direct offering
REMS	Risk Evaluation and Mitigation Strategy
Revenue Interest Payments	with respect to each calendar quarter during the revenue interest period, the amount payable by the company to Oberland equal to the net sales in the covered territory for such calendar quarter multiplied by the applicable percentage, subject to the terms and conditions set forth in the RIPA; provided that, with respect to any calendar quarter, that the total revenue interest payments will not exceed the cap amount applicable at such time
Revenue Interests	all of the company’s right, title and interest in and to that portion of the accounts and payment intangibles arising out of sales and licenses of the included products and the product assets equal to the Revenue Interest Payments for each calendar quarter (or portion thereof) during the revenue interest period
RIPA	Revenue Interest Purchase Agreement
Riptide	Riptide Bioscience, Inc.
RMAT	regenerative medicine advanced therapy
RSU	restricted stock unit
RTF	Refuse to File
SAFE	Simple Agreement for Future Equity
Sarbanes-Oxley	Sarbanes-Oxley Act of 2002
SARS-CoV-2	novel strain of the coronavirus (COVID-19)
sBLA	supplemental Biologics License Application
SEC	U.S. Securities and Exchange Commission
Section 404	Section 404 of the Sarbanes-Oxley Act of 2002
Securities Act	Securities Act of 1933, as amended
Serum Institute	Serum Institute of India Private Limited
SFDA	Saudi Food and Drug Authority
Sorrento	Sorrento Therapeutics, Inc.

Term	Definition
SPOA	Stock Purchase and Option Agreement
SRLY	separate return limitation year
TAA	tumor-associated antigen
TCJA	Tax Cuts and Jobs Act of 2017
Term SOFR	Term Secured Overnight Financing Rate
Test Date	when used in connection with the RIPA, December 31, 2029
TGF-β	transforming growth factor beta
t-haNK	targeted high-affinity NK (CAR-NK)
TLR	toll-like receptor
TNBC	triple-negative breast cancer
Tregs	regulatory T cells
TriAd	Triple Antigen (CEA, MUC1, Brachyury)
TTFields	tumor treating fields
UK	United Kingdom
UK GDPR	UK Data Protection Act of 2018
U.S.	United States of America
U.S. GAAP	accounting principles generally accepted in the U.S.
USMCA	United States-Mexico-Canada Agreement
USPTO	U.S. Patent and Trademark Office
VBC Holdings	VBC Holdings, LLC, a subsidiary of the company
VIE	variable interest entity
VivaBioCell	VivaBioCell, S.p.A., a wholly-owned subsidiary of VBC Holdings

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About this filing

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