ImmunityBio, Inc.

1. Description of Business

In these notes to unaudited condensed consolidated financial statements, the terms “ImmunityBio,” “the company,” “we,” “us,” and “our” refer to ImmunityBio, Inc. and its subsidiaries.

Our Business

ImmunityBio, Inc. is a biotechnology company focused on innovating, developing, and commercializing next-generation immunotherapies designed to activate the patient’s immune system and deliver durable protection against cancer and infectious diseases. Our approach harnesses both the adaptive and innate immune systems with the goal of restoring immune function and generating lasting immunological memory in patients. At the core of our strategy is the Cancer BioShield platform, which is designed to stimulate critical lymphocytes, including natural killer (NK) cells, cytotoxic T cells, and memory T cells via our proprietary IL-15 superagonist, ANKTIVA. Our Cancer BioShield platform is anchored by this antibody-cytokine fusion protein and is complemented by a portfolio that includes adenovirus-vectored vaccines, allogeneic (off-the-shelf) and autologous NK-cell therapies, and additional immunomodulators intended to promote immunogenic cell death and support durable immune responses while potentially reducing reliance on high-dose chemo-radiation therapy.

2. Summary of Significant Accounting Policies

Significant Accounting Policies

Our significant accounting policies are described in Note 2 “Summary of Significant Accounting Policies” of the “Notes to Consolidated Financial Statements” that appears in Part II, Item 8. “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K filed with the SEC on February 23, 2026, except as updated herein and the adoption of new accounting standards during the three months ended March 31, 2026. Management does not believe that any recently issued, but not yet effective accounting pronouncements, if currently adopted, would have a material effect on the company’s condensed consolidated financial statements.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. Certain items in the prior year’s consolidated financial statements have been reclassified to conform to the current presentation. These reclassifications had no effect on the reported results of operations. The unaudited condensed consolidated financial statements do not include all information and notes required by U.S. GAAP for annual reports and therefore should be read in conjunction with our consolidated financial statements and the notes thereto contained in our Annual Report filed with the SEC on February 23, 2026. These interim financials are not necessarily indicative of results expected for the full fiscal year.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the company and its wholly-owned subsidiaries, and one non-wholly owned subsidiary. All intercompany transactions and balances have been eliminated upon consolidation. For consolidated entities in which we have less than 100% ownership, we recordnet loss attributable to noncontrolling interests, net of tax, on the condensed consolidated statement of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and the assessment of our ability to fund our operations for at least the next 12 months from the date of issuance of these condensed consolidated financial statements. We base our estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Estimates are assessed each period and updated to reflect current information and anticipated future events, and accordingly, actual results may ultimately differ materially from those estimates.

Liquidity

As of March 31, 2026, the company had an accumulated deficit of $4.4 billion. We also had negative cash flows from operations of $75.4 million during the three months ended March 31, 2026. The company will need to obtain additional financing to fund our future operations, including the commercialization of our approved product and the development and commercialization of our other product candidates.

The condensed consolidated financial statements have been prepared assuming the company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

We expect to take some time to generate sufficient revenue from our approved product to offset expenses. We may also seek to sell additional equity through one or more follow-on offerings, or in separate financings, or obtain incremental subordinated debt in compliance with our existing revenue interest liability. However, we may not be able to secure such external financing in a timely manner or on favorable terms. Without significant sales of our approved product or additional funds, we may choose to delay or reduce our operating or investment expenditures. Further, because of the risk and uncertainties associated with the global commercialization of our approved product and our other product candidates, we may need additional funds to meet our needs sooner than planned.

As a result of continuing anticipated operating cash outflows as we commercialize our approved product and accelerate our development efforts, we believe that substantial doubt exists regarding our ability to continue as a going concern without additional funding or financial support. However, we believe our existing cash and cash equivalents, and investments in marketable securities; sales of our approved product; capital to be raised through equity offerings; and our potential ability to borrow from affiliated entities will be sufficient to fund our operations through at least the next 12 months following the issuance date of the condensed consolidated financial statements, including our Founder, Executive Chairman and Global Chief Scientific and Medical Officer’s intent and ability to support our operations with additional funds, including loans from affiliated entities, as required, which we believe alleviates such doubt.

Recent Accounting Pronouncements

Application of New or Revised Accounting Standards – Adopted

In November 2024, the FASB issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This ASU is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, with early adoption permitted. We adopted this ASU on January 1, 2026 with no impact on our condensed consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. The ASU is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, with early adoption permitted. We adopted this ASU on January 1, 2026 with no impact on our condensed consolidated financial statements. We will apply the practical expedient in our future credit loss analyses.

Application of New or Revised Accounting Standards – Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. This ASU may be applied either on a prospective or retrospective basis. We are currently evaluating the impact of this standard on our disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software. The amendments in ASU 2025-06 remove all references to project stages and clarify the threshold entities apply to begin capitalizing costs. The ASU is effective for fiscal years beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact of this standard on our condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to improve the navigability of the guidance in ASC 270 and clarifies that the topic applies when an entity provides interim financial statements and notes in accordance with GAAP. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of this standard on our condensed consolidated financial statements.

Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), and the SEC during the three months ended March 31, 2026 did not, or are not expected to, have a material effect on our condensed consolidated financial statements.

3. Revenues

The following table presents our disaggregated revenue for the periods presented (in thousands):

Product Revenue, Net

During the three months ended March 31, 2026 and 2025, our product revenue was generated from U.S. sales of ANKTIVA.

During the three months ended March 31, 2026 and 2025, approximately $8.5 million and $3.2 million, respectively, of gross-to-net adjustments have been recorded as a reduction of revenue on the condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, approximately $2.5 million and $2.0 million, respectively, of allowances for prompt payment discounts, product returns and chargebacks were included inaccounts receivable, net, and approximately $8.1 million and $6.3 million, respectively, related to accrued rebates, co-payment assistance and other fees were included inaccrued expenses and other liabilities, on the condensed consolidated balance sheets.

4. Inventories

Inventories consist of the following (in thousands):

As of March 31, 2026 and December 31, 2025, the company had $1.1 million of inventory on hand that was produced prior to regulatory approvals. This inventory was expensed inresearch and development expense on the condensed consolidated statements of operations, as the future economic benefit was not probable. We began capitalizing inventory costs associated with ANKTIVA after receiving FDA approval in April 2024 when it was determined that the inventory had a probable future economic benefit. Inventory that is used for clinical development purposes is expensed inresearch and development expense, on the condensed consolidated statement of operations when consumed. The company’s long-term inventories consist of work-in-process and finished goods that are expected to be sold or consumed beyond 12 months.

As of March 31, 2026 and December 31, 2025, the allowance for inventory reserve was $0.2 million.

5. Property, Plant and Equipment, Net

Property, plant and equipment, net, consist of the following (in thousands):

During the three months ended March 31, 2026 and 2025, depreciation and amortization expense related to property, plant and equipment totaled $3.3 million, respectively.

6. Goodwill and Intangible Assets, Net

Goodwill and intangible assets, net are as follows at the dates indicated (in thousands):

Definite-Lived Intangible Assets

During the three months ended March 31, 2026 and 2025, we recorded amortization expense of definite-lived intangible assets totaling $1.1 million and $0.5 million, respectively, inresearch and development expense, on the condensed consolidated statements of operations. No impairments were recorded during the three months ended March 31, 2026 and 2025.

Future amortization expense associated with our definite-lived intangible assets, net is as follows (in thousands):

Indefinite-Lived Intangible Assets

Goodwill

We had a goodwill balance of $0.9 million as of March 31, 2026 and December 31, 2025, respectively. No goodwill impairment was recognized during the three months ended March 31, 2026 and 2025.

7. Financial Statement Details

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets (including related-party amounts) consist of the following (in thousands):

Convertible Note Receivable

As of March 31, 2026, the convertible promissory note’s maturity condition was deemed unlikely to be satisfied. Accordingly, we wrote off the convertible note receivable and all accrued and unpaid interest, and recorded a $7.4 million charge inother expense, net, on the condensed consolidated statement of operations during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, we had a note receivable balance including accrued interest ofzero and $7.4 million, respectively, inconvertible note receivable, on the condensed consolidated balance sheets.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following (in thousands):

8. Financial Instruments

Investments in Marketable Debt Securities

As of March 31, 2026 and December 31, 2025, the remaining contractual maturities, amortized cost, gross unrealized gains, gross unrealized losses, and fair value of marketable debt securities, which were considered as available-for-sale, by type of security were as follows (in thousands):

As of March 31, 2026 and December 31, 2025, all contractual maturities of marketable debt securities were 12 months or less.

During the three months ended March 31, 2026 and 2025, we evaluated our securities and determined that credit losses did not exist for marketable debt securities in an unrealized loss position.

Accumulated unrealized losses on marketable debt securities that have been in a continuous loss position for less than 12 months and more than 12 months were as follows (in thousands):

Investment in Other Equity Securities

In March 2026, the company entered into a stock purchase agreement with an unrelated party to purchase preferred stock of the investee for cash consideration of $10.0 million. The preferred stock can be converted into common stock upon certain optional and mandatory conversion features. In addition, we have the priority in liquidation in the event of dissolution or winding up, and contingent redemption rights upon merger, consolidation, sale of substantially all assets or change of control. We elected to apply the measurement alternative under ASC 321 pursuant to which we measure our investment at cost, less impairment. As of March 31, 2026, we held an investment of $10.0 million inother assets, on the condensed consolidated balance sheet. We evaluate this investment for any indications of impairment in value on a quarterly basis. No factors indicative of impairment were identified during the three months ended March 31, 2026.

Interest and Investment Income, Net

Interest and investment income, net consists of the following (in thousands):

Interest income includes interest from marketable securities, a convertible note receivable, other assets, and on bank deposits. Investment accretion income (amortization expense), net includes accretion of discounts (amortization of premiums) from securities classified as cash equivalents and marketable debt securities.

9. Fair Value Measurements

Recurring Valuations

Financial assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):

Non-Recurring Valuations

Non-financial assets and liabilities are recognized at fair value subsequent to initial recognition when they are deemed to be other-than-temporarily impaired. There were no material non-financial assets or liabilities deemed to be other-than-temporarily impaired and measured at fair value on a non-recurring basis during the three months ended March 31, 2026 and 2025.

10. License Agreement

License Agreement

3M IPC and AAHI License Agreement

We have licensed rights to 3M-052, a synthetic TLR7/8 agonist, 3M-052 formulations and related technology from 3M IPC and its affiliates and AAHI. In 2021 we obtained nonexclusive rights in the field of SARS-CoV-2, and in June 2022 we modified those rights and expanded the scope of the license to include (1) SARS-CoV-2 and other infectious diseases including malaria, HIV, tuberculosis, hookworm and varicella zoster on an exclusive basis in countries other than low- and middle-income countries, and (2) oncology applications, when used in combination with our proprietary technology and/or IL-15 receptor superagonist. In consideration for the license, we agreed to make certain periodic license payments, including $2.25 million each year through June 2025. We have also agreed to make payments upon the achievement of certain regulatory milestone events and tiered royalties ranging from the low to high single-digits as a percentage of net sales. As of March 31, 2026, no such sales have been made and no such regulatory milestone events have been achieved. Beginning in April 2026, the annual minimum licensing payment is $1.0 million, which can be credited against any royalty payments due under this agreement.

During the three months ended March 31, 2026 and 2025, we recorded $0.6 million inresearch and development expense, on the condensed consolidated statements of operations.