ImmunityBio, Inc.

8. Commitments and Contingencies

Contingent Consideration Related to Business Combinations

VivaBioCell, S.p.A.

In April 2015, NantWorks, a related party, acquired a 100% interest in VivaBioCell through its wholly-owned subsidiary, VBC Holdings for $0.7 million, less working capital adjustments. In June 2015, NantWorks contributed its equity interest in VBC Holdings to the company, in exchange for cash consideration equal to its cost basis in the investment. VivaBioCell develops bioreactors and products based on cell culture and tissue engineering in Italy.

In connection with our acquisition of VBC, we are obligated to pay the former owners contingent consideration upon the achievement of certain milestones related to the GMP-in-a-Box technology. If a government agency unconditionally approves the GMP-in-a-Box technology for commercial sale (the regulatory milestone) in the future, we will be obligated to pay an additional approximately $2.3 million to the former owners.

Altor BioScience, LLC

In connection with our 2017 acquisition of Altor, we issued CVRs under which we agreed to pay the prior stockholders of Altor approximately $304.0 million of contingent consideration upon calendar-year worldwide net sales of ANKTIVA exceeding $1.0 billion prior to December 31, 2026, with amounts payable in cash or shares of our common stock or a combination thereof. As the transaction was recorded as an asset acquisition, future CVR payments will be recorded when the corresponding events are probable of achievement or the consideration becomes payable. As of June 30, 2026, Dr. Soon-Shiong, our Founder, Executive Chairman and Global Chief Scientific and Medical Officer, and his related party hold approximately $139.8 million of net sales CVRs, and they have both irrevocably agreed to receive shares of the company’s common stock in satisfaction of their CVRs. We may be required to pay the other prior Altor stockholders up to $164.2 million for their net sales CVRs should they choose to have their CVRs paid in cash instead of common stock.

Litigation

From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. If we are served with any such complaints, we will assess at that time any contingencies for which we may need to reserve. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Shenzhen Beike Biotechnology Co. Ltd. Arbitration

In 2020, we received a Request for Arbitration before the International Chamber of Commerce, International Court of Arbitration. The arbitration relates to a license, development, and commercialization agreement that Altor entered into with Beike in 2014, which was amended and restated in 2017, pursuant to which Altor granted to Beike an exclusive license to use, research, develop and commercialize products based on ANKTIVA in China for human therapeutic uses. In the arbitration, Beike is asserting a claim for breach of contract under the license agreement. Among other things, Beike alleges that we failed to use commercially reasonable efforts to deliver to Beike materials and data related to ANKTIVA. Beike is seeking specific performance and declaratory relief for the alleged breaches. On September 25, 2020, the parties entered into a standstill and tolling agreement (standstill agreement) under which, among other things, the parties affirmed they will perform certain of their obligations under the license agreement by specified dates and agreed that all deadlines in the arbitration are indefinitely extended. The standstill agreement could be terminated by any party on ten calendar days’ notice, and upon termination, the parties had the right to pursue claims arising from the license agreement in any appropriate tribunal. On March 20, 2023, we terminated the standstill agreement, and on April 11, 2023, Beike served an amended Request for Arbitration. We served an Answer and Counterclaims on May 19, 2023. Beike served a Reply to our counterclaims on June 21, 2023. Beike served its Statement of Claim on March 22, 2024, the company served its Statement of Defense and Counterclaim on June 21, 2024, and Beike served its Statement of Defense to the Counterclaim on August 2, 2024. After the parties completed discovery, Beike served its Reply and Defense to Counterclaim on January 17, 2025, we served our Rejoinder and Response to Defense to Counterclaim on March 14, 2025, and Beike served its Rejoinder on Counterclaim on March 28, 2025. The hearing in the arbitration was held from June 9, 2025 through June 13, 2025. Post-hearing submissions concluded in February 2026. The arbitration tribunal issued its award (the “Award”) on July 1, 2026. The Award denied all claims and counterclaims, declined to award damages or specific performance, and ordered that the parties should bear their own fees and costs. We intend to seek confirmation of the Award in the appropriate judicial forum.

SRS/Altor Shareholder CVR Arbitration

In connection with our 2017 acquisition of Altor, we issued CVRs under which we agreed to pay the prior stockholders of Altor approximately $304.0 million of contingent consideration upon the successful regulatory approval of a BLA by the FDA, or foreign equivalent, for ANKTIVA by December 31, 2022, and $304.0 million of contingent consideration upon calendar-year worldwide net sales of ANKTIVA exceeding $1.0 billion prior to December 31, 2026. As of June 30, 2026, Dr. Soon-Shiong, our Founder, Executive Chairman and Global Chief Scientific and Medical Officer, and his related party hold approximately $139.8 million of FDA approval CVRs and $139.8 million of net sales CVRs, and they have both irrevocably agreed to receive shares of the company’s common stock in satisfaction of their CVRs. Because the FDA did not approve our BLA on or before December 31, 2022, the first CVR milestone was not met.

On December 27, 2022, Shareholder Representative Services, LLC (SRS), in its capacity as shareholder representative on behalf of former Altor BioScience Corp. shareholders, sent the company’s subsidiary NantCell a notice of claims relating to the regulatory milestone CVR. The notice of claims asserted that SRS was exploring, and might pursue, claims on behalf of Altor shareholders for additional merger consideration in the amount of the $2.00 per share milestone payment under the regulatory CVR milestone. The notice stated that any such claim would be based on NantCell’s alleged failure to use commercially reasonable efforts to secure FDA approval of ANKTIVA on or before December 31, 2022. In a separate October 2022 letter, SRS requested that NantCell preserve all documents and information relating to its efforts to achieve milestones set forth in the regulatory milestone CVR, and requested that the company provide certain categories of documents under the information-sharing provisions of the CVR agreement.

After the company provided many of the requested documents, on September 29, 2023, SRS filed a demand for arbitration with JAMS, seeking to compel the company to produce additional documents identified in its October 2022 letter relating to its efforts to obtain FDA approval for ANKTIVA. The arbitration demand did not include any claims beyond SRS’s claim that it had a right to obtain additional documents, and sought a ruling that the company was obligated to provide additional documents. After the arbitrator issued a preliminary ruling regarding the scope of the company’s obligation to provide information under the CVR Agreements, the company produced additional documents responsive to SRS’s requests.

On August 27, 2025, several months after SRS’s document-access claim had been resolved, SRS requested leave to amend its JAMS arbitration demand to state a claim for breach of contract. SRS’s proposed amended demand alleged that the company and NantCell had failed to exercise commercially reasonable efforts to obtain FDA approval ANKTIVA on or before December 31, 2022. The JAMS arbitrator presiding over the document-access arbitration denied SRS’s motion for leave to amend its claims, and on September 26, 2025, the parties filed a joint stipulation asking that the JAMS document-access arbitration be closed.

After SRS’s motion for leave to amend was denied, on September 26, 2025, SRS sent the company a further notice of claims and essentially the same arbitration demand, asserting that the company had breached its obligations to exercise commercially reasonable efforts to achieve FDA approval of ANKTIVA on or before December 31, 2022. SRS’s arbitration demand seeks relief in the form of payment, in the amount of approximately $164.2 million plus interest exceeding $50.0 million, to former Altor shareholders not affiliated with Dr. Soon-Shiong. SRS filed its most recent arbitration demand with JAMS on November 5, 2025. The company filed its response on November 19, 2025, and an arbitrator was appointed on January 16, 2026. The arbitration hearing has been scheduled to begin on January 25, 2027, and the parties are currently engaged in discovery. It remains too early to evaluate the likely outcome of the case or to estimate any range of potential loss. We believe the company exercised commercially reasonable efforts in its pursuit of FDA approval of ANKTIVA, and that the claims asserted against the company lack merit.

Securities Class Action

On March 26, 2026, a putative securities class action complaint, captioned Douglas v. ImmunityBio, Inc. et al., No. 2:26-cv-03261, was filed in the U.S. District Court for the Central District of California against the company and our Executive Chairman, asserting violations of Sections 10(b) and 20(a) of the Exchange Act stemming from the company’s receipt of a warning letter from the FDA’s OPDP regarding a television advertisement (which never aired) and a podcast interview. The complaint alleges that the statements made in the television advertisement and podcast were knowingly and materially false and misleading. The complaint seeks unspecified damages and attorneys’ fees and costs. On July 15, 2026, the court appointed a lead plaintiff. The company intends to defend the case vigorously. The company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this action. If an unfavorable outcome were to occur, it is possible that the impact could be material to the company’s results of operations in the period(s) in which any such outcome becomes probable and estimable.

Shareholder Derivative Actions

On April 17, 2026, a shareholder derivative complaint, captioned Davies v. ImmunityBio, Inc. et al., No. 2:26-cv-04130, was filed in the U.S. District Court for the Central District of California. On April 21, 2026, a second derivative complaint, captioned Mody v. ImmunityBio, Inc. et al., No. 2:26-cv-04245, was filed in the same court. Both lawsuits name the company, our Executive Chairman, and every member our Board of Directors as defendants. The plaintiffs, suing derivatively on behalf of ImmunityBio, allege that the company’s directors and officers breached their fiduciary duties by making, permitting, or failing to prevent the same alleged misstatements identified in the securities complaint, and that, as a result, the company has suffered financial losses, potential financial exposure in the related securities lawsuit, reputational damage, and legal and regulatory costs. The complaints seek unspecified damages from the individual defendants to the company for damages sustained by the company, enhancements to the company’s corporate governance and internal procedures, and attorneys’ fees and costs. On June 29, 2026, the court entered a stipulated order that consolidated the Davies and Mody actions and stayed the consolidated derivative action through the motion to dismiss phase of the related securities lawsuit.

Dunkirk Facility Leasehold Interest

In 2022, we completed the acquisition of the Dunkirk Facility (approximately 409,000 rentable square feet) from Athenex. We believe this facility has the potential to provide us with a state-of-the-art biotech production center that will expand and diversify our existing manufacturing capacity in the U.S. and the ability to scale production associated with certain of our product candidates. The company accounted for the transaction as an asset acquisition because the Dunkirk Facility’s integrated set of assets and activities does not meet the definition of a business.

Upon the closing of the Dunkirk transaction, the company became the tenant of the Dunkirk Facility under the Fort Schuyler Management Corporation Lease, dated October 1, 2021 and as amended as of the February 14, 2022 closing date (as amended, the Dunkirk Lease), with the FSMC as landlord. The Dunkirk Facility, as well as certain equipment, is owned by the FSMC and is leased to us under the Dunkirk Lease. We believe that the Dunkirk Facility has construction needs that may require approximately 12 to 18 months to complete in order for it to be used as intended as a result of an ongoing dispute with the Dunkirk Facility’s general contractor and a stay in resolving the dispute related to Athenex’s ongoing bankruptcy proceedings.

In December 2025, we entered into a second amendment to the Dunkirk Lease (the “second amendment”). Under the second amendment, the annual lease payment was increased to $0.5 million for a revised lease term through December 31, 2028. The company has the option to purchase the Dunkirk Facility at $1.00 on either January 1, 2028, or January 1, 2029. The second amendment was accounted for as a modification of a single lease contract. The lease is classified as an operating lease. As of December 31, 2025, we recognized an operating right-of-use lease asset and lease liability of $1.4 million, respectively, on the consolidated balance sheet. See Note 9 “Lease Arrangements” for more information. The second amendment also removed the original spending obligations assumed from Athenex totaling $1.52 billion and replaced them with a series of spending targets totaling $55.0 million, including minimum of $40.0 million cumulative capital spending to be complied through December 31, 2028, and minimum of $5.0 million of annual operating spending to be complied from 2026 to 2028. As of June 30, 2026, we are in compliance with the requirements of such targets.

We also agreed to meet certain headcount targets by hiring at least 100 full-time employees by the end of thethree-year term of the amended lease. If the option to purchase is exercised, we are required to hire at least 450 full-time employees by December 31, 2032 through December 31, 2033; and we are prohibited from conveying the premises for afive-year period without obtaining the prior written consent of FSMC and Empire State Development.

Commitments

During the six months ended June 30, 2026, we did not enter into any significant contracts, other than those disclosed in these condensed consolidated financial statements.

In addition to those commitments already disclosed, we have conditional contractual commitments that are expected to be paid in fiscal year 2027 and beyond based on royalties on potential future net sales or the achievement of various development, regulatory, and commercial milestones for agreements with third parties. These payments may not be realized or may be modified and are contingent upon the occurrence of various future events, substantially all of which have a high degree of uncertainty of occurring. As of June 30, 2026, the maximum amount that may be payable related to the various development, regulatory, and commercial milestones commitments is $40.8 million.

In addition, we are also a party to various contracts with CROs and CMOs that generally provide for termination on notice, with the exact amounts in the event of termination to be based on the timing of the termination and the terms of the agreement.

9. Lease Arrangements

We lease property in multiple facilities across the U.S., Italy, and Ireland, including facilities located in El Segundo, CA and the Dunkirk Facility in upstate New York. Substantially all of our operating lease right-of-use assets and operating lease liabilities are related to facilities leases. Our finance leases are related to equipment rentals. See Note 12 “Related-Party Agreements” for more information about our related-party leases.

Our leases generally have initial terms ranging fromtwo toten years and often include one or more options to renew. These renewal terms can extend the lease term fromone toten years and are included in the lease term when it is reasonably certain that we will exercise the option.

Supplemental balance sheet information related to our leases is as follows (in thousands):

Information regarding our lease terms is as follows:

Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands):

Future minimum lease payments as of June 30, 2026, including $13.0 million related to options to extend lease terms that are reasonably certain of being exercised, are presented in the following table (in thousands). Common area maintenance costs and taxes are not included in these payments.

There have been no material changes related to our existing lease agreements from those disclosed in Note 10 “Lease Arrangements” of the “Notes to Consolidated Financial Statements” that appears in Part II, Item 8. “Financial Statements and Supplementary Data” of our Annual Report filed with the SEC on February 23, 2026.

10. Revenue Interest Purchase Agreement

Revenue Interest Liability

On December 29, 2023, we entered into the RIPA with Infinity and Oberland. Pursuant to the RIPA, Oberland acquired certain initial Revenue Interests from us for a gross purchase price of $200.0 million paid on closing, less $7.5 million of issuance costs. Oberland had the option to purchase additional Revenue Interests from us in exchange for a $100.0 million Second Payment upon satisfaction of certain conditions in the RIPA, including receipt of approval from the FDA of our BLA for ANKTIVA on or before June 30, 2024.

In April 2024, the FDA approved our product ANKTIVA and as a result, on May 13, 2024 Oberland purchased additional Revenue Interests from us for a gross purchase price of $100.0 million, less $3.1 million of issuance costs. The issuance costs incurred are being amortized to interest expense over the estimated term of the debt.

On December 10, 2024, we entered into a First Amendment to the RIPA to add additional conditions to the payment of certain existing indebtedness. Such amendment did not have an impact on the valuation of the revenue interest liability or the embedded derivative liabilities related to the RIPA.

On March 30, 2026, we entered into a Second Amendment to the RIPA. Pursuant to the amendment, Infinity and Oberland acquired additional revenue interests for a gross purchase price of $75.0 million (the Third Payment). The amendment was accounted for as a debt modification. Issuance costs paid to the debt issuer totaling $0.1 million were capitalized as a debt discount against the RIPA and will be recognized ininterest expense, on the condensed consolidated statement of operations over the expected term of the debt using the effective interest method. Third-party issuance costs totaling $0.1 million were recorded in operations inselling, general and administrative expense, on the condensed consolidated statement of operations.

As consideration for the aforementioned payments, Oberland has the right to receive quarterly Revenue Interest Payments from us based on, among other things, a certain percentage of our net sales during such quarter, which are tiered payments ranging from 5.625% to 12.50% (before funding of the Third Payment,4.5% to 10.0%; before funding of the Second Payment,3.0% to 7.0%) of the company’s worldwide net sales, excluding those in China.

If the aggregate Revenue Interest Payments made to Oberland as of December 31, 2029 (Test Date) equal or exceed the Cumulative Purchaser Payments ($375.0 million) as of that date, the initially tiered revenue interest rate will be decreased to a single rate of 2.8125% (before the funding of the Third Payment,2.25%; before the funding of the Second Payment,1.50%) of the company’s worldwide net sales, excluding those in China. If the aggregate Revenue Interest Payments made to Oberland as of the Test Date are less than the aggregate amount of Cumulative Purchaser Payments as of the Test Date, then following the Test Date the initially tiered revenue interest rate will increase to a rate that, had such increased rate applied during the period from December 29, 2023 through December 31, 2029, it would have resulted in Oberland receiving aggregate Revenue Interest Payments (excluding certain payments detailed in the RIPA) equal to the Cumulative Purchaser Payments as of the Test Date. In addition, if aggregate Revenue Interest Payments made to Oberland as of the Test Date are less than the aggregate amount of Cumulative Purchaser Payments as of the Test Date, then the company must make the True-Up Payment.

Oberland’s rights to receive Revenue Interest Payments under the RIPA shall terminate when Oberland has received payments (including any True-Up Payment) equal to 195.0% of the then Cumulative Purchaser Payments unless the RIPA is terminated prior to such date (subject to certain Call/Put Option scenarios as described below). If Oberland has not received total payments (including any True-Up Payment) equal to 195.0% of the then Cumulative Purchaser Payments on or before the twelfth anniversary of the RIPA, then the company shall be obligated to pay to Oberland an amount equal to 195.0% of the then Cumulative Purchaser Payments less the aggregate payments (including any True-Up Payments) made as of such date.

The company’s obligations under the RIPA are guaranteed by certain of its subsidiaries meeting materiality thresholds set forth in the RIPA. To secure the company’s obligations under the RIPA and the subsidiary guarantors’ obligations under the guarantees, each of the company and the subsidiary guarantors has granted a security interest in substantially all its assets, subject to certain exceptions and limitations.

The RIPA contains affirmative and negative covenants and events of default, including covenants and restrictions that, among other things, restrict our ability to incur additional liens, incur additional indebtedness, make loans and investments, enter into transactions with affiliates, engage in mergers and acquisitions, engage in asset sales and exclusive licensing arrangements, and declare dividends to our stockholders, in each case, subject to certain exceptions set forth in the RIPA. As of June 30, 2026, the company was in compliance with all covenants.

The RIPA is considered a sale of future revenues and is accounted for as long-term debt recorded at amortized cost using the effective interest rate method. The company imputes interest expense associated with this liability using the effective interest rate method. The effective interest rate is calculated based on the rate that would enable the debt to be repaid in full over the anticipated life of the arrangement. The interest rate on this liability may vary during the term of the agreement depending on a number of factors, including the level of forecasted net sales. The company evaluates the interest rate quarterly based on its current net sales forecasts utilizing the prospective method.

During the three and six months ended June 30, 2026, we recorded $17.2 million and $31.1 million, respectively, of interest expense related to this arrangement. During the three and six months ended June 30, 2025, we recorded $13.4 million and $26.9 million, respectively, of interest expense related to this arrangement.

The following table summarizes the revenue interest liability activity during the six months ended June 30, 2026 (in thousands):

Embedded Derivative Liabilities

Under the RIPA, the company has a Call Option to terminate the RIPA and repurchase the Revenue Interests at any time upon advance written notice, subject to certain limitations set forth in the RIPA. Additionally, Oberland has a Put Option enabling them to terminate the RIPA and to require the company to repurchase the Revenue Interests upon enumerated events, such as a bankruptcy event, failure to make a payment, an uncured material breach, default in certain third-party agreements, a breach or default under any subordination agreements with respect to indebtedness to existing stockholders, or subordinated notes during certain time periods, judgments in excess of certain amounts against the company, a material adverse effect, the loss of regulatory approval of our product candidates or a change of control.

The required purchase price with respect to the Call Option and/or Put Option, as applicable, shall be (a)120.0% of the Cumulative Purchaser Payments as of such date, if Oberland exercises the Put Option (other than in connection with a change of control) on or prior to the first anniversary the Closing Date, (b)135.0% of the Cumulative Purchaser Payments as of such date, if the Put Option or the Call Option is exercised in connection with a change of control on or prior to the date that is eighteen (18) months after the Closing Date, and (c) in all other cases, (i)175.0% of the Cumulative Purchaser Payments as of such date, if the Put Option or the Call Option is exercised no later than the date that is thirty six (36) months after the Closing Date, and (ii)195.0% of the Cumulative Purchaser Payments as of such date, if the Put Option or the Call Option is exercised later than the date that is thirty six (36) months after the Closing Date, minus, in each case, the total payments made to Oberland on or prior to such date.

Certain Call and Put Options are considered embedded derivatives requiring bifurcation as a single compound derivative instrument. The company estimated the fair value of the derivative liability using a “with-and-without” method. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative is the fair value of the derivative liability.

The company recorded $34.5 million for the initial fair value of the derivative liability upon the closing of the initial $200.0 million Revenue Interests acquired by Oberland. The company recorded an incremental $6.2 million for the fair value of the derivative liability upon the closing of the additional $100.0 million Revenue Interests acquired by Oberland in May 2024, and recorded an incremental $4.7 million for the fair value upon the closing of the additional $75.0 million funding in March 2026. The initial and incremental fair value allocated to the derivative liability is recorded against the RIPA as a debt discount, which is being amortized ininterest expense, on the condensed consolidated statement of operations over the expected term of the debt using the effective interest method. Such embedded derivative is classified inderivative liabilities, on the condensed consolidated balance sheet. The embedded derivative is subsequently remeasured at fair value each reporting period using a Monte Carlo Simulation valuation technique, with the change in fair value being recorded in change in fair value of derivative liabilities, on the condensed consolidated statement of operations.

The estimated probability and timing of underlying events triggering the exercisability of the Put Option contained in the RIPA, forecasted cash flows and the discount rate are significant unobservable inputs used to determine the estimated fair value of the entire instrument with the embedded derivative. As of June 30, 2026 and December 31, 2025, the discount rate used for valuation of the derivative liability was 13.3% and 11.7%, respectively.

The change in fair value of the derivative liability is as follows (in thousands):

In connection with the RIPA, we entered into a SPOA with Oberland pursuant to which we sold an aggregate of approximately $10.0 million of our common stock at $4.1103 per share in a private placement. Oberland also had an option to purchase up to an additional $10.0 million of our common stock, at a price per share to be determined by reference to the 30-day trailing volume weighted-average price of our common stock calculated from the date of exercise.

This stock purchase option was classified as a derivative liability estimated at fair value at issuance. The initial $200.0 million received pursuant to the RIPA and $10.0 million received pursuant to the SPOA were allocated among the resulting financial instruments on a relative fair value basis, with $197.1 million allocated to the debt under the RIPA, $12.0 million allocated to the common stock issued under the SPOA, and $0.8 million allocated to the stock purchase option as of December 31, 2023.

In April 2024, Oberland exercised part of their option and purchased 858,990 shares of our common stock at an exercise price of $5.8208 per share generating net proceeds of approximately $4.9 million. In relation to this transaction, we recorded $7.6 million inadditional paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2024. Following such exercise, approximately $5.0 million remains available for future exercise under the SPOA as of June 30, 2026. This option expires on December 29, 2028.

This stock purchase option is classified in derivative liabilities, on the condensed consolidated balance sheet at its fair value and is subsequently remeasured at fair value each reporting period, with the change in fair value being recorded in change in fair value of derivative liabilities, on the condensed consolidated statement of operations.

The estimated fair value of the stock option purchase liability was computed using a Monte Carlo Simulation valuation technique that used the calculated exercise price and discounted it back to a present value at the risk-free rate with the following unobservable input at the following dates:

The change in fair value of the stock option purchase liability is as follows (in thousands):

11. Related-Party Debt

Our related-party debt is summarized below (in thousands):

December 2024 Convertible Promissory Note

On December 10, 2024, in connection with an equity offering, the company and Nant Capital entered into a second amended and restated promissory note. Pursuant to the terms of the second amended and restated promissory note, Tranche 1 of the December 2023 Promissory Note with a principal amount of $125.0 million and Tranche 2 of the December 2023 Promissory Note with a principal amount of $380.0 million were combined into one convertible promissory note with a principal amount of $505.0 million with a maturity date of December 31, 2027. The December 2024 Convertible Promissory Note bears an interest rate of Term SOFR plus 8.0% per annum, payable on a quarterly basis. Pursuant to the terms of the second amended and restated promissory note, the noteholder, in its sole discretion, may convert all of the outstanding principal amount into shares of common stock at a conversion price of $5.4270 per share. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. Upon receipt of a written notice of prepayment from the company, the noteholder has the option to convert the outstanding principal amount to be prepaid and the accrued and unpaid interest thereon into shares of the company’s common stock at the same conversion price of $5.4270 per share. In addition, the noteholder can request up to $50.0 million of the outstanding principal amount and accrued interest to be repaid upon consummation of a specified transaction.

On January 23, 2026, the company entered into an amendment to the December 2024 Convertible Promissory Note to provide the holder with the optional right to convert any portion of the outstanding principal amount into shares of the company’s common stock at any time prior to the maturity date. In accordance with ASC 470-50, the company concluded that the amendment did not represent a substantial modification of the December 2024 Convertible Promissory Note, and the note was not accounted for as an extinguishment and continues to be measured at fair value.

On March 31, 2026, Nant Capital converted $25.0 million of the principal of the December 2024 Convertible Promissory Note into 4,606,596 shares of common stock at a conversion price of $5.4270 per share. Upon conversion, the company derecognized the converted principal at its fair value of $35.3 million and recognized the par value of shares issued incommon stock and the remaining excess inadditional paid-in capital, on both the condensed consolidated balance sheet and the condensed consolidated statement of stockholders’ deficit. The company did not recognize any gain or loss upon conversion since the December 2024 Convertible Promissory Note is accounted for under the fair value option in accordance with ASC 825.

In connection with the conversion, during the three months ended March 31, 2026, the company reclassified $1.4 million of change in fair value related to instrument-specific credit risk that was previously recorded inaccumulated other comprehensive income, on the condensed consolidated statement of stockholders’ deficit, toother expense, net, on the condensed consolidated statement of operations. This reclassification represents the portion of the cumulative change in fair value attributable to instrument-specific credit risk related to the converted principal amount.

As of June 30, 2026, the remaining principal balance of the December 2024 Convertible Promissory Note was $480.0 million.

The company elected the fair value option for recognizing the December 2024 Convertible Promissory Note under ASC 825. Under the FVO election, the note was initially measured at estimated fair value upon issuance and is remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value of the convertible note was computed using the following unobservable inputs at the following dates:

The change in the fair value of this note was as follows (in thousands):

Mandatory Prepayment Feature

The embedded derivative related to a contingently exercisable prepayment feature, which allows the noteholder to request up to a $50.0 million prepayment and accrued interest upon occurrence of a specified transaction (defined in the promissory note) was recorded as a derivative liability on the condensed consolidated balance sheet and measured at fair value prior to the second amended and restated promissory note.

Since the company elected the fair value option to account for the December 2024 Convertible Promissory Note, the embedded derivative is no longer required to be recorded separately but is considered when estimating the fair value of the December 2024 Convertible Promissory Note.

The following table summarizes the estimated future contractual obligations of our related-party debt as of June 30, 2026 (in thousands):

Interest expense consists of the following (in thousands):

In connection with the RIPA transaction, the outstanding related-party convertible note was subordinated to the RIPA payment obligations.

12. Related-Party Agreements

Our Founder, Executive Chairman and Global Chief Scientific and Medical Officer also founded and has a controlling interest in NantWorks, which is a collection of companies in the healthcare and technology space. As described below, we have entered into arrangements with NantWorks, and certain affiliates of NantWorks, to facilitate the development of new immunotherapies for our product pipeline. Affiliates of NantWorks are also affiliates of the company due to the common control by and/or common ownership interest of our Founder, Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder.

NantWorks, LLC

Shared Services Agreement

Under the amended and restated shared services agreement with NantWorks dated as of June 2016, but effective as of August 2015, NantWorks, a related party, provides corporate, general and administrative, certain research and development, and other support services to us, and we provide certain of such services to them. The receiving party is charged for the services at cost plus reasonable allocations of employee benefits, facilities, and other direct or fairly allocated indirect costs that relate to the employees providing the services. During the three months ended June 30, 2026 and 2025, we recorded $1.0 million and $0.3 million, respectively, inselling, general and administrative – related parties, and $0.1 million of expense reimbursements under this arrangement inresearch and development – related parties, on the condensed consolidated statements of operations. During the six months ended June 30, 2026 and 2025, we recorded $2.1 million and $0.8 million, respectively, inselling, general and administrative – related parties expense, and $0.3 million and $0.5 million of expense reimbursements, respectively, under this arrangement inresearch and development – related parties expense, on the condensed consolidated statements of operations. These amounts exclude certain immaterial general and administrative expenses provided by third-party vendors directly for our benefit, which were reimbursed to NantWorks based on those vendors’ invoiced amounts without markup by NantWorks.

As of June 30, 2026 and December 31, 2025, we had a payable of $0.9 million and $0.2 million, respectively, for all agreements with NantWorks, which are included indue to/due from related parties, on the condensed consolidated balance sheets. We also recorded $0.9 million and $0.7 million of prepaid expenses for various services that we expect will be passed through to the company from NantWorks as of June 30, 2026 and December 31, 2025, respectively, which are included inprepaid expenses – related parties, on the condensed consolidated balance sheets.

Facility License Agreement

In 2015, we entered into a facility license agreement with NantWorks for office space in Culver City, California, which was converted to a research and development laboratory and a cGMP manufacturing facility. We recorded license fee expense for this facility totaling $0.9 million during the three months ended June 30, 2026 and 2025, and $1.8 million during the six months ended June 30, 2026 and 2025, respectively, inresearch and development – related parties expense, on the condensed consolidated statements of operations.

Related-Party Leases

The company leases certain assets under operating leases with certain entities controlled by NantWorks and its affiliates or subsidiaries. Right-of-use assets for related-party operating leases totaled $11.7 million and $13.2 million, and the associated operating lease liabilities totaled $15.0 million and $17.0 million, as of June 30, 2026 and December 31, 2025, respectively. The company recorded operating lease expense totaling $1.1 million during the three months ended June 30, 2026 and 2025, and $2.3 million during the six months ended June 30, 2026 and 2025, respectively. Related-party leases were classified as either selling, general and administrative – related parties orresearch and development – related parties, on the condensed consolidated statements of operations, depending on the use of the facility.

Immuno-Oncology Clinic, Inc.

We have entered into multiple agreements with the Clinic to conduct clinical trials related to certain of our product candidates. The Clinic is a related party as it is owned by an officer of the company and NantWorks manages the administrative operations of the Clinic.

Related to clinical trial and transition services provided by the Clinic, we recorded $1.0 million and $0.7 million during the three months ended June 30, 2026 and 2025, respectively, and $2.2 million and $1.2 million, respectively, during the six months ended June 30, 2026 and 2025 inresearch and development – related parties expense, on the condensed consolidated statements of operations.

As of June 30, 2026 and December 31, 2025, weowed the Clinic $0.4 million and $0.1 million, respectively, which is included indue to related parties, on the condensed consolidated balance sheets.

13. Warrant Liabilities

The company issued warrants through RDOs. In the event of certain fundamental transactions involving the company, the holders of the warrants may require the company to make a payment based on a Black-Scholes valuation, using specified inputs that are not considered indexed to the company’s stock in accordance with ASC 815. Therefore, we classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model. The proceeds from issuance of common stock and warrants are allocated to warrants based on its fair value. The warrants issued by the company are summarized below:

Warrant Liabilities

The following table summarizes the change in carrying amount of warrant liabilities measured at fair value during the six months ended June 30, 2026 (in thousands):

The following table summarizes warrant exercise activity during the six months ended June 30, 2026:

Subsequent to June 30, 2026, institutional holders exercised a total of 6,399,171 warrants pursuant to the February and July 2023 warrant agreements at an exercise price of $3.2946. See Note 19 “Subsequent Event” for more information.

Warrant Valuation Assumptions

The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following key assumptions at the following dates:

The expected term is the time remaining until the expiration of the warrants. The expected average volatility was estimated based on the historical and implied volatility of our common stock. The expected dividend yield was based on our expectation of not paying dividends for the foreseeable future. The risk-free interest rate was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The significant unobservable inputs used in the warrant valuation are the expected term and the expected average volatility.

14. Stockholders’ Deficit

Stock Repurchases

During the six months ended June 30, 2026 and 2025, no shares of our common stock were repurchased under the company’s 2015 Share Repurchase Program. As of June 30, 2026, $18.3 million remained authorized to use for share repurchases under the program.

Shelf Registration Statement

In 2024, we filed a shelf registration statement with the SEC on Form S-3ASR pursuant to which we may, from time to time, sell an indeterminate amount of our common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts, or units, and an associated prospectus related to the ATM.

Open Market Sale Agreement

In 2021, we entered into the ATM under which we may offer and sell, from time to time at our sole discretion, shares of our common stock through our sales agent. We pay our sales agent a commission of up to 3.0% of the gross sales proceeds of any shares of our common stock sold through them under the ATM and also have provided them with customary indemnification and contribution rights.

In December 2025, we filed a prospectus supplement to our shelf registration statement in connection with entering into an amendment to the ATM to increase the amount available for future stock issuances under the ATM to $500.0 million. During the three and six months ended June 30, 2026, we received net proceeds totaling $45.1 million and $147.2 million, respectively, from the issuance of shares under the ATM. During the three and six months ended June 30, 2025, we received net proceeds totaling $98.2 million from the issuance of shares under the ATM. As of June 30, 2026, we had $349.2 million available for future stock issuances under the ATM.

We are not obligated to sell any shares and may at any time suspend solicitation and offers under the ATM. The ATM may be terminated by us at any time given written notice to the sales agent for any reason or by the sales agent at any time by giving written notice to us for any reason or immediately under certain circumstances and shall automatically terminate upon the issuance and sale of all of the shares.

Conversion of Promissory Note into Common Stock

On March 31, 2026, Nant Capital converted $25.0 million of the principal of the December 2024 Convertible Promissory Note into 4,606,596 shares of common stock. See Note 11 “Related-Party Debt” for more information.

During the six months ended June 30, 2026, certain institutional holders of the April 2025 and July 2025 warrants exercised their rights to purchase our common stock. See Note 13 “Warrant Liabilities” for more information. During the three months ended June 30, 2026, there wereno exercises pursuant to the 2023 and 2025 warrant agreements.

During the three and six months ended June 30, 2025, there wereno exercises pursuant to the 2023 and 2025 warrant agreements.

On December 29, 2023 and in connection with the RIPA, we entered into a SPOA with Oberland. Under this agreement, Oberland had an option to purchase our common stock. See Note 10 “Revenue Interest Purchase Agreement” for more information.

15. Stock-Based Compensation

2025 Equity Incentive Plan

As of June 30, 2026, approximately 48.2 million shares were available for future grants under the 2025 Plan.

Stock-Based Compensation

The following table presents stock-based compensation included on the condensed consolidated statements of operations (in thousands):

Stock-based compensation expense capitalized into inventory totaled $— during the three months ended June 30, 2026 and $0.3 million during the six months ended June 30, 2026. There wasno stock-based compensation expense capitalized into inventory during the three and six months ended June 30, 2025. Capitalized stock-based compensation is recognized as an expense in cost of sales when the related product is sold.

Stock Options

The following table summarizes stock option activity and related information during the six months ended June 30, 2026:

As of June 30, 2026, the unrecognized compensation cost related to outstanding stock options was $23.2 million, which is expected to be recognized over a remaining weighted-average period of 1.4 years.

During the six months ended June 30, 2026 and 2025, the total intrinsic value of stock options exercised was $1.8 million and $0.1 million, respectively. During the six months ended June 30, 2026 and 2025, cash proceeds received from stock option exercises were $1.6 million and $0.2 million, respectively.

As of December 31, 2025, a total of 9,657,097 vested and exercisable shares were outstanding.

Restricted Stock Units

The following table summarizes RSU activity during the six months ended June 30, 2026:

As of June 30, 2026, there was $16.9 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 1.4 years. During the six months ended June 30, 2026 and 2025, the total fair value of RSUs vested was $17.3 million and $3.9 million, respectively.

Related-Party Warrants

A total of 1,638,000 warrants issued to an affiliate of Dr. Soon-Shiong with an exercise price of $3.24 per share were outstanding as of June 30, 2026 and December 31, 2025. The fair value of $18.0 million assigned to the warrants will be recognized in equity upon achievement of a performance-based vesting condition pertaining to building manufacturing capacity to support supply requirements for ANKTIVA (which has not yet been satisfied). The warrants become exercisable 30 days following the achievement of the performance-based vesting condition (the initial exercise date) and expire on the 10th anniversary of the initial exercise date.

16. Income Taxes

We are subject to U.S. federal income tax, as well as income tax in California, other states and certain foreign jurisdictions. Except for state franchise taxes, the company has not been required to pay significant U.S. federal and state income taxes because of current and accumulated NOLs. The company computes its quarterly income tax provision using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. No tax benefit was provided for losses incurred in the U.S. and certain foreign jurisdictions because those losses are offset by a full valuation allowance.

During the three and six months ended June 30, 2026, we recorded animmaterial amount, respectively, and during the three and six months ended June 30, 2025, we recorded $0.3 million and animmaterial amount, respectively, inincome tax expense, on the condensed consolidated statement of operations. The effective tax rates for the three and six months ended June 30, 2026 and 2025 differed from the U.S. federal statutory rate of 21%, primarily due to a valuation allowance on the company’s deferred tax assets.

Our federal returns for tax years 2022 through 2024 remain open to examination, and our state returns remain subject to examination for tax years 2021 through 2024. NOL carryforwards and tax credits are still subject to examination in the year they are used. No income tax returns are currently under examination by taxing authorities.

17. Earnings Per Share

Basic and Diluted Net Loss per Share of Common Stock

Basic net loss per share is calculated by dividing the net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares, including the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

The following table reflects the calculation of basic and diluted loss per common share (in thousands, except per share amounts):

Potentially dilutive securities, whose effect would have been antidilutive, were excluded from the computation of diluted net loss per share. The following table details the number of shares of common stock underlying those securities that were excluded from the computation of weighted-average number of common shares outstanding – diluted (shares in thousands):

The potentially dilutive securities shown in the table above exclude an option to purchase up to approximately $5.0 million of the company’s common stock pursuant to the SPOA entered in connection with the RIPA, as the exercise price cannot be determined until the date of exercise. See Note 10 “Revenue Interest Purchase Agreement” for more information.

18. Segment Information

We operate inone operating segment, and therefore haveone reportable segment, 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 CEO is the chief operating decision-maker of the company and manages and allocates resources to our operations on a company-wide basis. Consistent with this decision-making process, our CEO uses consolidated, single-segment financial information for purposes of evaluating performance, forecasting future-period financial results, allocating resources, and setting incentive targets. The measure of segment performance is net income (loss) as reflected in the condensed consolidated statement of operations. The CODM uses net income (loss) and loss from operations to allocate resources on a consolidated basis, which enables the CODM to assess both the overall level of resources available and optimize distribution of resources across functions, therapeutic areas, regions and research and development programs in line with our long-term corporate-wide strategic goals. As the company manages its assets on a consolidated basis, the measure of segment assets is total assets, as reflected in the condensed consolidated balance sheet.

Concentration of Major Customers

During the three months ended June 30, 2026, approximately 90% of our total gross revenue was from our top four customers, which accounted for 42%,22%,16%, and 10% of our total revenue, respectively. During the six months ended June 30, 2026, approximately 92% of our total gross revenue was from our top four customers, which accounted for 42%,21%,15%, and 14% of our total revenue, respectively.

Net loss for our reportable segment is as follows (in thousands):

We generate a portion of our revenues from outside of the U.S. Information about our revenue by geographic region is as follows (in thousands):

19. Subsequent Event

Subsequent to June 30, 2026, institutional holders exercised a total of 6,399,171 warrants pursuant to the February and July 2023 warrant agreements at an exercise price of $3.2946 per share resulting in the issuance of 6,399,171 shares of the company’s common stock for proceeds totaling $21.1 million. As of August 4, 2026, no warrants remain outstanding under the February and July 2023 warrant agreements.