IBRX 10-Q

ImmunityBio, Inc. (IBRX)

10-Q 2026-08-04 For: 2026-06-30

View Original

Added on August 05, 2026


Delaware			43-1979754
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3530 John Hopkins Court San Diego, California			92121
(Address of principal executive offices)			(Zip Code)


		Page

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets – As of June 30, 2026 and December 31, 2025	1
	Condensed Consolidated Statements of Operations – For the three and six months ended June 30, 2026 and 2025	3
	Condensed Consolidated Statements of Comprehensive Loss – For the three and six months ended June 30, 2026 and 2025	4
	Condensed Consolidated Statements of Stockholders’ Deficit – For the three and six months ended June 30, 2026 and 2025	5
	Condensed Consolidated Statements of Cash Flows – For the six months ended June 30, 2026 and 2025	7
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	63
Item 4.	Controls and Procedures	63

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	64
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	141
Item 3.	Defaults Upon Senior Securities	141
Item 4.	Mine Safety Disclosures	141
Item 5.	Other Information	141
Item 6.	Exhibits	142
Signatures		143


Term						Definition

2015 Plan						ImmunityBio, Inc. 2015 Equity Incentive Plan
2015 Share Repurchase Plan						Board of Directors-approved share repurchase program
2025 Plan						ImmunityBio, Inc. 2025 Equity Incentive Plan
3M IPC						3M Innovative Properties Company

AAHI						Access to Advanced Health Institute
ACA						Affordable Care Act

ALC						absolute lymphocyte count
AI						artificial intelligence
Altor						Altor BioScience, LLC
America Invents Act						Leahy-Smith America Invents Act

ANKTIVA®						Proprietary name for N-803 (formerly ALT-803), our novel IL-15 receptor superagonist complex (nogapendekin alfa inbakicept)
Annual Report						Annual Report on Form 10-K for the year ended December 31, 2025
Approved product						ANKTIVA

ASC						Accounting Standards Codification
ASC 270						FASB ASC Topic 270, Interim Reporting
ASC 321						FASB ASC Topic 321, Investments—Equity Securities
ASC 470-50						FASB ASC Topic 470-50, Debt—Modifications and Extinguishment
ASC 815						FASB ASC Topic 815, Derivatives and Hedging
ASC 825						FASB ASC Topic 825, Financial Instruments
ASU						Accounting Standards Update
Athenex						Athenex, Inc.
ATM						“at-the-market” sales agreement, as amended

BCG						Bacillus Calmette-Guérin (TICE® BCG approved for use in the U.S.)
Beike						Shenzhen Beike Biotechnology Co. 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

Cambridge						Cambridge Equities, LP
Cancer BioShield™						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.
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


Term						Definition

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

CRL						complete response letter
CRO						contract research organization
CVR						contingent value right
DGCL						Delaware General Corporation Law



December 2024 Convertible Promissory Note						Related-party convertible note due December 31, 2027 between ImmunityBio, Inc. and Nant Capital
Dunkirk Facility						a leasehold interest in a cGMP ISO Class 5 pharmaceutical manufacturing space in western New York
EAP						Expanded Access Program


EDE						Emirates Drug Establishment of the UAE
EMA						European Medicines Agency
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)


FSMC						Fort Schuyler Management Corporation, a not-for-profit corporation affiliated with the State of New York

FTO						freedom-to-operate
FVO						fair value option
GBM						glioblastoma
GCP						Good Clinical Practice
GDPR						General Data Protection Regulation


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
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.



HIPAA						Health Insurance Portability and Accountability Act of 1996


Term						Definition


HIV						human immunodeficiency virus
HPV						human papillomavirus

IEEPA						International Emergency Economic Powers Act
IL-15						novel interleukin 15

Infinity						Infinity SA LLC, as purchaser agent for affiliates of Oberland


IRA						Inflation Reduction Act of 2022


J-code						a part of the HCPCS used to designate non-oral medications and other medical devices

JAMS						Judicial Arbitration and Mediation Services
JBL						Japan BCG Laboratory
M-ceNK						memory-like cytokine-enhanced NK



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.


NantWorks						NantWorks, LLC, a related-party

NCI						National Cancer Institute


NDA						New Drug Application

NHL						non-Hodgkin lymphoma
NK						natural killer
NMIBC						non-muscle invasive bladder cancer
NOL						net operating loss
NSCLC						non-small cell lung cancer
Oberland						Oberland Capital Management LLC and its affiliates (including Purchasers as defined in the RIPA)
OBBB Act						One Big Beautiful Bill Act
OPDP						FDA Office of Prescription Drug Promotion




PD-L1						programmed death receptor ligand
PDUFA						Prescription Drug User Fee Act
PHI						Protected Health Information
PMA						premarket approval


Quarterly Report						Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026
QUILT						QUantum Integrative Lifelong Trial
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


þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Term						Definition

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

RMAT						regenerative medicine advanced therapy
RSU						restricted stock unit
RTF						Refuse to File

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
SFDA						Saudi Food and Drug Authority

SPC						Supplementary Protection Certificate
SPOA						Stock Purchase and Option Agreement

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


t-haNK						targeted high-affinity NK
TLR						toll-like receptor



Tokyo-172 BCG						Tokyo strain of BCG developed and manufactured by JBL
UAE						United Arab Emirates
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.
USPTO						U.S. Patent and Trademark Office

VBC Holdings						VBC Holdings, LLC, a subsidiary of the company

VivaBioCell						VivaBioCell, S.p.A., a wholly-owned subsidiary of VBC Holdings




	June 30, 2026		December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	75,670	$	88,334
Marketable securities	281,701		154,484
Accounts receivable, net	53,472		42,571
Inventories	1,940		910
Due from related parties	27		46
Prepaid expenses and other current assets	24,822		27,761
Prepaid expenses – related parties	1,348		769
Total current assets	438,980		314,875

Property, plant and equipment, net	114,223		114,264

Goodwill and intangible assets, net	11,836		13,953
Long-term inventories, net	16,421		13,508
Convertible note receivable	—		7,380
Operating lease right-of-use assets, net	19,575		19,808
Operating lease right-of-use assets, net – related parties	11,696		13,202
Other assets	15,395		4,530
Other assets – related parties	378		378
Total assets	$	628,504	$	501,898
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	11,999	$	6,978
Accrued expenses and other liabilities	55,671		46,838



Operating lease liabilities	4,885		4,291
Operating lease liabilities – related parties	2,623		3,244
Due to related parties	1,549		403
Total current liabilities	76,727		61,754


Related-party convertible note payable, at fair value (Note 11)	774,350		477,093
Revenue interest liability (Note 10)	415,086		324,615
Operating lease liabilities, less current portion	18,783		19,732
Operating lease liabilities, less current portion – related parties	12,420		13,715
Derivative liabilities (Note 10)	24,006		19,722
Warrant liabilities (Note 13)	352,383		84,417

Other liabilities	510		424
Total liabilities	1,674,265		1,001,472




	June 30, 2026		December 31, 2025

Commitments and contingencies (Note 8)
Stockholders’ deficit:
Common Stock, $0.0001 par value; 1,650,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 1,053,221,645 and 1,011,800,008 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively; excluding treasury stock, 163,800 shares outstanding as of June 30, 2026 and December 31, 2025	$	105	$	101
Additional paid-in capital	3,515,788		3,197,120
Accumulated deficit	(4,589,806)		(3,726,646)
Accumulated other comprehensive income	27,284		28,956
Total ImmunityBio stockholders’ deficit	(1,046,629)		(500,469)
Noncontrolling interests	868		895
Total stockholders’ deficit	(1,045,761)		(499,574)
Total liabilities and stockholders’ deficit	$	628,504	$	501,898


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025

Revenue
Product revenue, net	$	50,672	$	26,421	$	94,839	$	42,930
Other revenues	568		4		607		12
Total revenue	51,240		26,425		95,446		42,942
Operating costs and expenses
Cost of sales	298		136		536		194
Research and development	57,690		52,430		122,460		98,406
Research and development – related parties	3,126		2,806		6,345		5,064
Selling, general and administrative	50,626		41,862		95,087		73,839
Selling, general and administrative – related parties	1,197		476		2,506		1,153

Total operating costs and expenses	112,937		97,710		226,934		178,656
Loss from operations	(61,697)		(71,285)		(131,488)		(135,714)
Other income (expense), net
Interest and investment income, net	3,155		1,153		5,469		2,040
Change in fair value of related-party convertible note	(95,964)		1,169		(332,589)		(41,413)
Change in fair value of warrant liabilities	(44,190)		3,889		(339,603)		3,441
Interest expense related to revenue interest liability	(17,192)		(13,405)		(31,063)		(26,939)
Interest expense – related party	(14,032)		(15,474)		(28,591)		(30,787)
Change in fair value of derivative liabilities	(692)		1,931		416		7,509
Interest expense	(20)		(5)		(54)		(23)

Other income (expense), net	242		(278)		(5,675)		(319)
Total other expense, net	(168,693)		(21,020)		(731,690)		(86,491)
Loss before income taxes and noncontrolling interest	(230,390)		(92,305)		(863,178)		(222,205)
Income tax expense	—		(269)		(9)		(35)
Net loss	(230,390)		(92,574)		(863,187)		(222,240)
Net loss attributable to noncontrolling interests, net of tax	(12)		(19)		(27)		(39)
Net loss attributable to ImmunityBio common stockholders	$	(230,378)	$	(92,555)	$	(863,160)	$	(222,201)

Net loss per ImmunityBio common share – basic and diluted	$	(0.22)	$	(0.10)	$	(0.83)	$	(0.26)

Weighted-average number of common shares used in computing net loss per share – basic and diluted	1,050,070		888,216		1,038,536		870,786


	Six Months Ended June 30, 2026
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total ImmunityBio Stockholders’ Deficit		Noncontrolling Interests		Total Stockholders’ Deficit
	Shares	Amount

Balance as of December 31, 2025	1,011,800,008	$	101	$	3,197,120	$	(3,726,646)	$	28,956	$	(500,469)	$	895	$	(499,574)
Issuance of common stock “at-the-market” offering, net of commissions of $2,353 and offering costs of $148	12,280,637	1		102,090		—		—		102,091		—		102,091
Conversion of related-party convertible note	4,606,596	—		35,332		—		—		35,332		—		35,332

Stock-based compensation expense	—	—		8,169		—		—		8,169		—		8,169
Exercise of stock options	233,749	—		971		—		—		971		—		971
Vesting of RSUs	2,144,738	—		—		—		—		—		—		—
Net share settlement for RSUs vesting	(916,017)	—		(6,994)		—		—		(6,994)		—		(6,994)
Exercise of warrants	17,191,435	2		125,177		—		—		125,179		—		125,179
Other comprehensive loss, net of tax	—	—		—		—		(1,503)		(1,503)		—		(1,503)
Net loss	—	—		—		(632,782)		—		(632,782)		(15)		(632,797)
Balance as of March 31, 2026	1,047,341,146	104		3,461,865		(4,359,428)		27,453		(870,006)		880		(869,126)
Issuance of common stock “at-the-market” offering, net of commissions of $1,040 and offering costs of $137	5,624,053	1		45,058		—		—		45,059		—		45,059


Stock-based compensation expense	—	—		8,518		—		—		8,518		—		8,518
Exercise of stock options	175,527	—		666		—		—		666		—		666

Vesting of RSUs	126,325	—		—		—		—		—		—		—
Net share settlement for RSUs vesting	(45,406)	—		(319)		—		—		(319)		—		(319)

Other comprehensive loss, net of tax	—	—		—		—		(169)		(169)		—		(169)
Net loss	—	—		—		(230,378)		—		(230,378)		(12)		(230,390)
Balance as of June 30, 2026	1,053,221,645	$	105	$	3,515,788	$	(4,589,806)	$	27,284	$	(1,046,629)	$	868	$	(1,045,761)


	Six Months Ended June 30, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total ImmunityBio Stockholders’ Deficit		Noncontrolling Interests		Total Stockholders’ Deficit
	Shares	Amount

Balance as of December 31, 2024	852,904,340	$	85	$	2,884,867	$	(3,375,248)	$	1,198	$	(489,098)	$	969	$	(488,129)



Stock-based compensation expense	—	—		9,537		—		—		9,537		—		9,537
Exercise of stock options	110,020	—		220		—		—		220		—		220
Vesting of RSUs	901,713	—		—		—		—		—		—		—
Net share settlement for RSUs vesting	(359,880)	—		(1,202)		—		—		(1,202)		—		(1,202)

Other comprehensive income, net of tax	—	—		—		—		18,758		18,758		—		18,758
Net loss	—	—		—		(129,646)		—		(129,646)		(20)		(129,666)
Balance as of March 31, 2025	853,556,193	85		2,893,422		(3,504,894)		19,956		(591,431)		949		(590,482)
Issuance of common stock “at-the-market” offering, net of commissions and offering costs of $2,403	32,854,486	3		98,245		—		—		98,248		—		98,248

Issuance of shares in an equity offering, net of offering costs of $127 and value ascribed to associated warrants	29,024,768	3		13,048		—		—		13,051		—		13,051
Stock-based compensation expense	—	—		9,648		—		—		9,648		—		9,648


Vesting of RSUs	297,223	—		—		—		—		—		—		—
Net share settlement for RSUs vesting	(107,617)	—		(322)		—		—		(322)		—		(322)

Other comprehensive loss, net of tax	—	—		—		—		(7,388)		(7,388)		—		(7,388)
Net loss	—	—		—		(92,555)		—		(92,555)		(19)		(92,574)
Balance as of June 30, 2025	915,625,053	$	91	$	3,014,041	$	(3,597,449)	$	12,568	$	(570,749)	$	930	$	(569,819)




	June 30, 2026		December 31, 2025


Work-in-progress	$	16,679	$	12,524
Finished goods	1,682		1,894


Inventories	$	18,361	$	14,418


	June 30, 2026

	Remaining Contractual Maturities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

U.S. Treasury securities	0.4	$	281,936	$	—	$	(235)	$	281,701


(1)			Contingent consideration is recorded at estimated fair value and revalued each reporting period until the related contingency is resolved. The fair value measurement is based on inputs that are unobservable and significant to the overall fair value measurement (i.e., a Level 3 measurement within the fair value hierarchy) and are reviewed periodically by management. See Note 8 “Commitments and Contingencies—Contingent Consideration Related to Business Combinations” for more information. Changes in fair value of contingent consideration were immaterial during the three and six months ended June 30, 2026 and 2025, and were primarily due to changes in foreign currency exchange rates.


	June 30, 2026		December 31, 2025


Weighted-average remaining lease term:
Operating leases	4.3 years		4.6 years
Finance leases	3.9 years		4.4 years
Weighted-average discount rate:
Operating leases	11.1	%	11.1	%
Finance leases	11.6	%	11.6	%


Years Ending December 31:	Operating Leases		Finance Leases		Total

2026 (excluding the six months ended June 30, 2026)	$	5,607	$	40	$	5,647
2027	11,175		79		11,254
2028	11,349		79		11,428
2029	10,221		79		10,300
2030	7,837		34		7,871
2031	1,523		—		1,523
Thereafter	458		—		458
Total future minimum lease payments	48,170		311		48,481
Less: Interest	9,459		57		9,516


Present value of lease liabilities	$	38,711	$	254	$	38,965


	December 31, 2025

	Remaining Contractual Maturities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

U.S. Treasury securities	0.4	$	154,383	$	101	$	—	$	154,484


	June 30, 2026
	Less than 12 months				More than 12 months
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses

U.S. Treasury securities	$	281,701	$	(235)	$	—	$	—


	Fair Value Measurements at June 30, 2026
	Total			Level 1		Level 2		Level 3

Assets at Fair Value:
Current:
Cash and cash equivalents	$	75,670		$	75,670	$	—	$	—
U.S. Treasury securities	281,701			281,701		—		—




Noncurrent:
Restricted cash	1,277			1,277		—		—

Total assets measured at fair value	$	358,648		$	358,648	$	—	$	—

Liabilities at Fair Value:
Current:
Contingent consideration	$	(21)	(1)	$	—	$	—	$	(21)
Noncurrent:
Related-party convertible note payable at fair value (Note 11)	(774,350)			—		—		(774,350)
Warrant liabilities (Note 13)	(352,383)			—		—		(352,383)
RIPA derivative liability (Note 10)	(23,700)			—		—		(23,700)
Stock option purchase liability (Note 10)	(306)			—		—		(306)
Total liabilities measured at fair value	$	(1,150,760)		$	—	$	—	$	(1,150,760)


	Fair Value Measurements at December 31, 2025
	Total			Level 1		Level 2		Level 3

Assets at Fair Value:
Current:
Cash and cash equivalents	$	88,334		$	88,334	$	—	$	—
U.S. Treasury securities	154,484			154,484		—		—




Noncurrent:
Restricted cash	1,097			1,097		—		—

Total assets measured at fair value	$	243,915		$	243,915	$	—	$	—

Liabilities at Fair Value:
Current:
Contingent consideration	$	(22)	(1)	$	—	$	—	$	(22)
Noncurrent:
Related-party convertible note payable at fair value (Note 11)	(477,093)			—		—		(477,093)
Warrant liabilities (Note 13)	(84,417)			—		—		(84,417)
RIPA derivative liability (Note 10)	(19,400)			—		—		(19,400)
Stock option purchase liability (Note 10)	(322)			—		—		(322)
Total liabilities measured at fair value	$	(581,254)		$	—	$	—	$	(581,254)




	Classification	June 30, 2026		December 31, 2025

Assets
Operating lease assets (including amounts with related parties)	Operating lease right-of-use assets	$	31,271	$	33,010
Finance lease assets	Other assets	240		271
Total lease assets (including amounts with related parties)		$	31,511	$	33,281

Liabilities
Current:
Operating lease liabilities (including amounts with related parties)	Operating lease liabilities	$	7,508	$	7,535
Finance lease liabilities	Accrued expenses and other liabilities	55		52
Noncurrent:
Operating lease liabilities (including amounts with related parties)	Operating lease liabilities, less current portion	31,203		33,447
Finance lease liabilities	Other liabilities	199		227
Total lease liabilities (including amounts with related parties)		$	38,965	$	41,261



Revenue interest liability, at December 31, 2025	$	324,615
Proceeds from Third Payment, net of issuance costs	74,946
Interest expense recognized	31,063

Revenue interest payment	(10,838)
Embedded contingent derivative liability related to Third Payment	(4,700)
Revenue interest liability, at June 30, 2026	$	415,086


Fair value, at December 31, 2025	$	19,400
Embedded contingent derivative liability related to Third Payment	4,700
Change in fair value	(1,100)
Fair value, at March 31, 2026	23,000

Change in fair value	700
Fair value, at June 30, 2026	$	23,700



	June 30, 2026		December 31, 2025

Expected volatility	105.9	%	119.7	%


	June 30, 2026		December 31, 2025

Binomial lattice model:
Expected market yield	17.4	%	14.8	%
Expected volatility	77.5	%	87.5	%


	Principal Payments		Interest Payments (1)	Total


2026 (excluding the six months ended June 30, 2026)	$	—		$	28,372	$	28,372
2027	480,000			56,282		536,282

Total	$	480,000		$	84,654	$	564,654


	Total		February 2023 Warrants		July 2023 Warrants		April 2025 Warrants		July 2025 Warrants


Fair value, at December 31, 2025	$	84,417	$	230	$	293	$	41,476	$	42,418
Change in fair value	295,413		13,115		16,704		109,408		156,186
Warrant exercises	(71,637)		—		—		(60,737)		(10,900)
Fair value, at March 31, 2026	308,193		13,345		16,997		90,147		187,704


Change in fair value	44,190		2,061		2,625		12,836		26,668
Fair value, at June 30, 2026	$	352,383	$	15,406	$	19,622	$	102,983	$	214,372


	February and July 2023 Warrants				April 2025 Warrants				July 2025 Warrants
	June 30, 2026		December 31, 2025		June 30, 2026		December 31, 2025		June 30, 2026		December 31, 2025


Exercise price per share	$3.2946		$3.2946		$3.1010		$3.1010		$3.2400		$3.2400
Expected term	0.1 years		0.6 years		3.8 years		4.3 years		4.1 years		4.6 years
Expected average volatility	67.0	%	60.9	%	117.6	%	113.5	%	116.6	%	110.7	%
Expected dividend yield	—		—		—		—		—		—
Risk-free interest rate	3.7	%	3.5	%	4.1	%	3.6	%	4.1	%	3.7	%


	Number of Options	Weighted- Average Exercise Price		Aggregate Intrinsic Value (in thousands)		Weighted- Average Remaining Contractual Life (in years)

Outstanding at December 31, 2025	23,932,504	$	4.97	$	17	7.9
Granted	393,600	$	7.25
Exercised	(409,276)	$	4.00
Forfeited/expired	(358,043)	$	5.13
Outstanding at June 30, 2026	23,558,785	$	5.03	$	100,928	7.5
Vested and exercisable at June 30, 2026	14,788,581	$	5.68	$	58,501	6.9


	Number of Units	Weighted- Average Grant Date Fair Value

Nonvested balance at December 31, 2025	8,127,668	$	6.56
Granted	320,048	$	7.42
Vested	(2,271,063)	$	3.98
Forfeited/canceled	(245,573)	$	4.48
Nonvested balance at June 30, 2026	5,931,080	$	7.68


(1)			Our external research and development expense supports our various preclinical and clinical programs.
(2)			Our internal research and development expense includes payroll and benefits expenses, facilities and equipment expense, and other indirect research and development expenses incurred in support of our research and development activities.


	Six Months Ended June 30,
	2026		2025		$ Change		% Change
	($ in thousands)

Revenue
Product revenue, net	$	94,839	$	42,930	$	51,909	121	%
Other revenues	607		12		595		*
Total revenue	95,446		42,942		52,504		122	%
Operating costs and expenses
Cost of sales	536		194		342		176	%
Research and development (including amounts with related parties)	128,805		103,470		25,335		24	%
Selling, general and administrative (including amounts with related parties)	97,593		74,992		22,601		30	%

Total operating costs and expenses	226,934		178,656		48,278		27	%
Loss from operations	(131,488)		(135,714)		4,226		(3)	%
Other income (expense), net
Interest and investment income, net	5,469		2,040		3,429		168	%
Change in fair value of warrant liabilities	(339,603)		3,441		(343,044)		*
Change in fair value of related-party convertible notes	(332,589)		(41,413)		(291,176)		703	%
Interest expense related to revenue interest liability	(31,063)		(26,939)		(4,124)		15	%
Interest expense (including amounts with related parties)	(28,645)		(30,810)		2,165		(7)	%
Change in fair value of derivative liabilities	416		7,509		(7,093)		(94)	%

Other expense, net	(5,675)		(319)		(5,356)		*
Total other expense, net	(731,690)		(86,491)		(645,199)		746	%
Loss before income taxes and noncontrolling interests	(863,178)		(222,205)		(640,973)		288	%
Income tax expense	(9)		(35)		26		(74)	%
Net loss	$	(863,187)	$	(222,240)	$	(640,947)	288	%


Exhibit Number						Description of Exhibit

3.1						Restated Certificate of Incorporation of ImmunityBio, Inc. (incorporated by reference to Exhibit 3.1 to the company’s Annual Report on Form 10-K filed with the SEC on February 23, 2026).

3.2						Amended and Restated Bylaws of ImmunityBio, Inc. effective as of March 10, 2021 (incorporated by reference to Exhibit 3.2 to the company’s Quarterly Report on Form 10-Q filed with SEC on August 12, 2021).









10.1*+						Development and Supply Agreement entered into as of May 14, 2026 by and between Japan BCG Laboratory and ImmunityBio, Inc.

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.

101.INS						Inline 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.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


**			The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly 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 Quarterly Report, irrespective of any general incorporation language contained in such filing.


+			Some information has been redacted pursuant to Item 601 of Regulation S-K. The company agrees to furnish to the SEC a copy of any redacted information upon request.


	IMMUNITYBIO, INC.
	Registrant

Date: August 4, 2026	By:	/s/ Richard Adcock
		Richard Adcock
		Chief Executive Officer
		(Principal Executive Officer)

Date: August 4, 2026	By:	/s/ David C. Sachs
		David C. Sachs
		Chief Financial Officer
		(Principal Financial Officer)