ImmunityBio, Inc 10-Q for FY2024 Q2

ImmunityBio, Inc. (IBRX)

10-Q 2024-08-12 For: 2024-06-30

Added on April 10, 2026

About this 10-Q

ImmunityBio, Inc filed this 10-Q on August 12, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.05M; up 2453.7% from $41K a year earlier
Net loss: $134.56M; compared with a net loss of $137.88M a year earlier
Diluted EPS: -$0.20; compared with -$0.32 a year earlier

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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, 2024 and December 31, 2023	1
	Condensed Consolidated Statements of Operations – For the three and six months ended June 30, 2024 and 2023	3
	Condensed Consolidated Statements of Comprehensive Loss – For the three and six months ended June 30, 2024 and 2023	4
	Condensed Consolidated Statements of Stockholders’ Deficit – For the three and six months ended June 30, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows – For the six months ended June 30 , 2024 and 2023	7
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	73
Item 4.	Controls and Procedures	73

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	75
Item 1A.	Risk Factors	77
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	146
Item 3.	Defaults Upon Senior Securities	146
Item 4.	Mine Safety Disclosures	146
Item 5.	Other Information	146
Item 6.	Exhibits	147
Signatures		148


Term						Definition

2015 Plan						ImmunityBio, Inc. 2015 Equity Incentive Plan
3M IPC						3M Innovative Properties Company
3PL Agent						logistics agent
AAHI						Access to Advanced Health Institute
ACA						Affordable Care Act
Altor						Altor BioScience, LLC
America Invents Act						Leahy-Smith America Invents Act
Amyris						Amyris, Inc.
ANKTIVA®						Proprietary name for N-803 (formerly ALT-803), our novel IL-15 agonist complex (nogapendekin alfa inbakicept-pmln) currently approved for use in the United States with BCG for the treatment of adult patients with BCG-unresponsive non-muscle invasive bladder cancer with carcinoma in situ with or without papillary tumors, and currently in clinical development for other indications.
Annual Report						Annual Report on Form 10-K for the year ended December 31, 2023
Approved product						ANKTIVA
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
Athenex						Athenex, Inc.
ATM						“at-the-market” sales agreement
ATRA						American Taxpayer Relief Act of 2012
BCG						Bacillus Calmette-Guérin
Beike						Shenzhen Beike Biotechnology Co. Ltd.
BLA						Biologics License Application
BPCIA						Biologics Price Competition and Innovation Act of 2009
Brink						Brink Biologics, Inc.
Cambridge						Cambridge Equities, LP
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

CIS						carcinoma in situ
Clinic						Immuno-Oncology Clinic, Inc.
Closing Date						when used in connection with the RIPA, December 29, 2023
CMC						Chemistry, Manufacturing and Controls
CMO						contract manufacturing organization
CMS						Centers for Medicare & Medicaid Services
Code						Internal Revenue Code of 1986, as amended


Term						Definition

CPRA						California Privacy Rights Act

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

Duley Road						Duley Road, LLC
Dunkirk Facility						a leasehold interest in a cGMP ISO Class 5 pharmaceutical manufacturing space in western New York
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
FDA						U.S. Food and Drug Administration
FIFO						First In First Out inventory method
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 multiforme
GCP						Good Clinical Practice
GDPR						General Data Protection Regulation
GLP						Good Laboratory Practice
GMP						Good Manufacturing Practice
GTP						Good Tissue Practice
hAd5						human adenovirus serotype 5
Hatch-Waxman Act						Drug Price Competition and Patent Term Restoration Act of 1984
HCW						HCW Biologics, Inc.
HIPAA						Health Insurance Portability and Accountability Act of 1996
HITECH						Health Information Technology for Economic and Clinical Health Act
HIV						human immunodeficiency virus

IgDraSol						IgDraSol, Inc., a subsidiary of the company
IND						investigational new drug
Infinity						Infinity SA LLC, as purchaser agent for affiliates of Oberland
IPR&D						In-process research and development
IRA						Inflation Reduction Act of 2022
IRS						Internal Revenue Service
LMIC						low- and middle-income countries
mAbs						monoclonal antibodies


Term						Definition

Nant Capital						Nant Capital, LLC
NantBio						NantBio, Inc.
NantCell						NantCell, Inc., a subsidiary of the company
NANTibody						Immunotherapy NANTibody, LLC, a subsidiary of the company
NantKwest						NantKwest, Inc.

NantPharma						NantPharma, LLC
NantWorks						NantWorks, LLC, a related-party
NCCN						National Comprehensive Cancer Network
NCI						National Cancer Institute
NCSC						NantCancerStemCell, LLC
NDA						New Drug Application
NEO						named executive officer
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)
OFAC						U.S. Treasury Department’s Office of Foreign Assets Control
PHI						Protected Health Information
PMA						premarket approval
QMSR						Quality Management System Regulation
QSR						Quality System Regulation
Quarterly Report						Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024
QUILT						QUantitative Integrated Lifelong Trial
RDO						registered direct offering
REMS						Risk Evaluation and Mitigation Strategy
RIPA						Revenue Interest Purchase Agreement
RSU						restricted stock unit
Sarbanes-Oxley						Sarbanes-Oxley Act of 2002
saRNA						self-amplifying RNA
SARS-CoV-2						novel strain of the coronavirus (COVID-19)

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

Sorrento						Sorrento Therapeutics, Inc.
SPOA						Stock Purchase and Option Agreement
TAA						tumor-associated antigen
TCJA						Tax Cuts and Jobs Act of 2017


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

TF Platform						tissue factor-based fusion discovery platform
Term SOFR						Term Secured Overnight Financing Rate
Test Date						when used in connection with the RIPA, December 31, 2029
TGF-β						transforming growth factor beta
TLR						toll-like receptor
U.S. GAAP						accounting principles generally accepted in the United States of America
UK GDPR						UK Data Protection Act of 2018
USPTO						U.S. Patent and Trademark Office
VBC Holdings						VBC Holdings, LLC, a subsidiary of the company
VIE						variable interest entity
VivaBioCell						VivaBioCell, S.p.A., a wholly-owned subsidiary of VBC Holdings


	June 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	130,104	$	265,453
Marketable securities	87,875		1,009
Accounts receivable, net	1,033		—
Inventories	1,811		—
Due from related parties	1,027		2,019
Prepaid expenses and other current assets (including amounts with related parties)	20,980		25,603
Total current assets	242,830		294,084
Marketable securities, noncurrent	—		891
Property, plant and equipment, net	141,956		146,082
Intangible assets, net	16,058		17,093
Convertible note receivable	7,004		6,879
Operating lease right-of-use assets, net (including amounts with related parties)	33,817		36,543
Other assets (including amounts with related parties)	2,660		2,880
Total assets	$	444,325	$	504,452
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	20,317	$	9,195
Accrued expenses and other liabilities	35,344		42,708

Due to related parties	200		1,136
Operating lease liabilities (including amounts with related parties)	6,249		5,244
Total current liabilities	62,110		58,283
Related-party nonconvertible note, net of discount (Note 11)	108,811		104,586
Related-party convertible notes and accrued interest, net of discount (Note 11)	584,107		576,951
Revenue interest liability (Note 10)	263,342		155,415
Operating lease liabilities, less current portion (including amounts with related parties)	36,427		39,942
Derivative liabilities (Note 10) and (Note 11)	20,807		35,333
Warrant liabilities	65,395		118,770

Other liabilities	704		1,109
Total liabilities	1,141,703		1,090,389


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Revenue
Product revenue, net	$	990	$	—	$	990	$	—
Other revenues	57		41		97		401
Total revenue	1,047		41		1,087		401
Operating costs and expenses
Cost of product revenue	—		—		—		—
Research and development (including amounts with related parties)	51,129		53,168		104,480		132,432
Selling, general and administrative (including amounts with related parties)	49,251		32,018		91,136		64,694

Total operating costs and expenses	100,380		85,186		195,616		197,126
Loss from operations	(99,333)		(85,145)		(194,529)		(196,725)
Other income (expense), net
Interest and investment income (loss), net	1,891		(61)		4,990		612
Interest expense (including amounts with related parties)	(29,794)		(32,235)		(59,277)		(62,051)
Change in fair value of derivative liabilities	21,194		—		18,470		—
Change in fair value of warrant liabilities	(19,300)		(10,019)		(21,102)		17,535
Interest expense related to revenue interest liability	(9,225)		—		(17,229)		—
Change in fair value of related-party convertible note	—		(6,768)		—		(6,768)
Loss on equity method investment	—		(3,957)		—		(6,294)
Other expense, net (including amounts with related parties)	(17)		(28)		(37)		(1,105)
Total other expense, net	(35,251)		(53,068)		(74,185)		(58,071)
Loss before income taxes and noncontrolling interests	(134,584)		(138,213)		(268,714)		(254,796)
Income tax expense	—		—		—		—
Net loss	(134,584)		(138,213)		(268,714)		(254,796)
Net loss attributable to noncontrolling interests, net of tax	(20)		(334)		(41)		(574)
Net loss attributable to ImmunityBio common stockholders	$	(134,564)	$	(137,879)	$	(268,673)	$	(254,222)

Net loss per ImmunityBio common share – basic and diluted	$	(0.20)	$	(0.32)	$	(0.40)	$	(0.59)

Weighted-average number of common shares used in computing net loss per share – basic and diluted	686,938,120		437,456,657		679,884,678		432,944,133


	Six Months Ended June 30, 2024
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total ImmunityBio Stockholders’ Deficit		Noncontrolling Interests		Total Stockholders’ Deficit
	Shares	Amount

Balance as of December 31, 2023	670,867,344	$	67	$	2,374,620	$	(2,961,684)	$	10	$	(586,987)	$	1,050	$	(585,937)

Stock-based compensation expense	—	—		8,266		—		—		8,266		—		8,266

Vesting of RSUs	2,969,156	—		—		—		—		—		—		—
Net share settlement for RSUs vesting	(1,117,737)	—		(3,867)		—		—		(3,867)		—		(3,867)
Exercise of warrants	4,284,648	1		24,701		—		—		24,702		—		24,702
Other comprehensive loss, net of tax	—	—		—		—		(17)		(17)		—		(17)
Net loss	—	—		—		(134,109)		—		(134,109)		(21)		(134,130)
Balance as of March 31, 2024	677,003,411	68		2,403,720		(3,095,793)		(7)		(692,012)		1,029		(690,983)
Issuance of common stock “at-the-market” offering, net of commissions and offering costs of $660	427,368	—		3,625		—		—		3,625		—		3,625
Stock-based compensation expense	—	—		9,639		—		—		9,639		—		9,639
Exercise of stock options	146,199	—		429		—		—		429		—		429
Vesting of RSUs	222,578	—		—		—		—		—		—		—
Net share settlement for RSUs vesting	(83,220)	—		(496)		—		—		(496)		—		(496)
Exercise of warrants	13,217,843	1		107,438		—		—		107,439		—		107,439
Exercise of Oberland stock option, net of commissions of $150	858,990	—		7,554		—		—		7,554		—		7,554
Other comprehensive loss, net of tax	—	—		—		—		(1)		(1)		—		(1)
Net loss	—	—		—		(134,564)		—		(134,564)		(20)		(134,584)
Balance as of June 30, 2024	691,793,169	$	69	$	2,531,909	$	(3,230,357)	$	(8)	$	(698,387)	$	1,009	$	(697,378)


	Six Months Ended June 30, 2023
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total ImmunityBio Stockholders’ Deficit		Noncontrolling Interests		Total Stockholders’ Deficit
	Shares	Amount

Balance as of December 31, 2022	421,569,115	$	42	$	1,930,936	$	(2,378,488)	$	183	$	(447,327)	$	(2,493)	$	(449,820)
Issuance of shares in an RDO, net of discount and offering costs of $2,046 and value ascribed to associated warrants	14,072,615	1		24,255		—		—		24,256		—		24,256
Stock-based compensation expense	—	—		10,878		—		—		10,878		—		10,878
Exercise of stock options	81,037	—		126		—		—		126		—		126
Vesting of RSUs	313,975	—		—		—		—		—		—		—
Net share settlement for RSUs vesting	(113,638)	—		(357)		—		—		(357)		—		(357)
Other comprehensive loss, net of tax	—	—		—		—		(216)		(216)		—		(216)
Net loss	—	—		—		(116,343)		—		(116,343)		(240)		(116,583)
Balance as of March 31, 2023	435,923,104	43		1,965,838		(2,494,831)		(33)		(528,983)		(2,733)		(531,716)
Issuance of common stock “at-the-market” offering, net of commissions and offering costs of $313	4,605,323	1		13,615		—		—		13,616		—		13,616
Stock-based compensation expense	—	—		11,062		—		—		11,062		—		11,062
Exercise of stock options	26,583	—		135		—		—		135		—		135
Vesting of RSUs	140,269	—		—		—		—		—		—		—
Net share settlement for RSUs vesting	(21,382)	—		(60)		—		—		(60)		—		(60)
Other comprehensive loss, net of tax	—	—		—		—		(7)		(7)		—		(7)
Net loss	—	—		—		(137,879)		—		(137,879)		(334)		(138,213)
Balance as of June 30, 2023	440,673,897	$	44	$	1,990,590	$	(2,632,710)	$	(40)	$	(642,116)	$	(3,067)	$	(645,183)


	As of June 30,
	2024	2023
	(Unaudited)

Related-party convertible notes	162,471,837	60,340,936
Outstanding third-party warrants	20,230,329	23,163,524
Outstanding stock options	15,714,486	10,002,722
Outstanding RSUs	6,444,196	6,029,582
Outstanding related-party warrants	1,638,000	1,638,000
Total	206,498,848	101,174,764


	June 30, 2024
	(Unaudited)
	Weighted- Average Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount

Definite-lived: Favorable leasehold rights	7.6	$	20,398	$	(4,845)	$	—	$	15,553
Indefinite-lived: IPR&D		505		—		—		505
Total intangible assets		$	20,903	$	(4,845)	$	—	$	16,058


	December 31, 2023
	Weighted- Average Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount

Definite-lived: Favorable leasehold rights	8.1	$	20,398	$	(3,825)	$	—	$	16,573


Indefinite-lived: IPR&D		1,406		—		(886)		520
Total intangible assets		$	21,804	$	(3,825)	$	(886)	$	17,093


	Six Months Ended June 30,
	2024		2023

Reconciliation of cash, cash equivalents, and restricted cash, end of period:
Cash and cash equivalents	$	130,104	$	43,506
Restricted cash	334		324
Cash, cash equivalents, and restricted cash, end of period	$	130,438	$	43,830

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	47,891	$	25,520
Income taxes	$	13	$	—

Supplemental disclosure of non-cash activities:


Property and equipment purchases included in accounts payable, accrued expenses and due to related parties	$	2,995	$	11,992
Unrealized gains on marketable debt securities, net	$	37	$	4
Initial measurement of warrants issued in connection with RDOs accounted for as liabilities	$	—	$	23,698


Unpaid offering costs included in accounts payable and accrued expenses	$	—	$	208


	June 30, 2024		December 31, 2023
	(Unaudited)

Prepaid research and development costs	$	8,695	$	7,847
Prepaid services	4,168		5,869
Prepaid software license fees	3,227		2,100
Prepaid insurance	1,428		2,242
Prepaid rent	1,254		1,113
Prepaid equipment maintenance	1,253		1,183
ERP system implementation cost	475		1,087
Insurance premium financing asset	—		1,475
Insurance claims receivable	—		1,149





Other	480		1,538
Prepaid expenses and other current assets	$	20,980	$	25,603


	June 30, 2024		December 31, 2023
	(Unaudited)

Leasehold improvements	$	72,533	$	72,552
Equipment	72,827		69,915
Construction in progress	85,322		84,436
Furniture & fixtures	1,878		1,889
Software	1,662		1,666

Gross property, plant and equipment	234,222		230,458
Less: Accumulated depreciation and amortization	92,266		84,376
Property, plant and equipment, net	$	141,956	$	146,082


Years ending December 31:	Definite-lived Intangible Assets (Unaudited)

2024 (excluding the six months ended June 30, 2024)	$	1,020
2025	2,040
2026	2,040
2027	2,040
2028	2,040
2029	2,040
Thereafter	4,333
Total	$	15,553


	June 30, 2024
	(Unaudited)
	Weighted- Average Remaining Contractual Life (in years)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Current:
U.S. Treasury securities	0.3	$	86,991	$	2	$	(18)	$	86,975


	June 30, 2024
	(Unaudited)
	Less than 12 months				More than 12 months
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses


U.S. Treasury securities	$	41,900	$	(18)	$	—	$	—


	Fair Value Measurements at June 30, 2024
	(Unaudited)
	Total			Level 1		Level 2		Level 3

Assets at Fair Value:
Current:
Cash and cash equivalents	$	130,104		$	130,104	$	—	$	—
Equity securities	900			900		—		—
U.S. Treasury securities	86,975			86,975		—		—





Total assets measured at fair value	$	217,979		$	217,979	$	—	$	—

Liabilities at Fair Value:
Current:
Contingent consideration	$	(20)		$	—	$	—	$	(20)
Noncurrent:
Stock option purchase liability	(320)		(1)	—		—		(320)
Derivative liabilities	(20,807)		(2)	—		—		(20,807)
Warrant liabilities (Note 13)	(65,395)			—		—		(65,395)
Total liabilities measured at fair value	$	(86,542)		$	—	$	—	$	(86,542)


	Fair Value Measurements at December 31, 2023
	Total			Level 1		Level 2		Level 3

Assets at Fair Value:
Current:
Cash and cash equivalents	$	265,453		$	265,453	$	—	$	—
Equity securities	916			916		—		—

Foreign bonds	54			—		54		—
Mutual funds	39			39		—		—
Noncurrent:
Foreign bonds	891			—		891		—
Total assets measured at fair value	$	267,353		$	266,408	$	945	$	—

Liabilities at Fair Value:
Current:
Contingent consideration	$	(20)		$	—	$	—	$	(20)
Noncurrent:
Stock option purchase liability	(819)		(1)	—		—		(819)
Derivative liabilities	(35,333)		(2)	—		—		(35,333)
Warrant liabilities (Note 13)	(118,770)			—		—		(118,770)
Total liabilities measured at fair value	$	(154,942)		$	—	$	—	$	(154,942)




	(Unaudited)

Fair value, at December 31, 2023	$	819
Change in fair value	127
Fair value, at March 31, 2024	946
Exercise of stock option	(2,705)
Change in fair value	2,079
Fair value, at June 30, 2024	$	320


	(Unaudited)

Fair value, at December 31, 2023	$	34,500
Change in fair value	2,630
Fair value, at March 31, 2024	37,130
Embedded contingent derivative liability related to Second Payment	6,150
Change in fair value	(23,440)
Fair value, at June 30, 2024	$	19,840


		June 30, 2024		December 31, 2023
	Classification	(Unaudited)

Assets
Operating lease assets	Operating lease right-of-use assets	$	33,817	$	36,543
Finance lease assets	Other assets	19		58
Total lease assets		$	33,836	$	36,601

Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	6,249	$	5,244
Finance lease liabilities	Accrued expenses and other liabilities	22		64
Noncurrent:
Operating lease liabilities	Operating lease liabilities, less current portion	36,427		39,942

Total lease liabilities		$	42,698	$	45,250


Years ending December 31:	Operating Leases		Finance Leases		Total

2024 (excluding the six months ended June 30, 2024)	$	5,548	$	22	$	5,570
2025	10,863		—		10,863
2026	8,983		—		8,983
2027	8,220		—		8,220
2028	8,465		—		8,465
Thereafter	16,055		—		16,055
Total future minimum lease payments	58,134		22		58,156
Less: Interest	14,788		—		14,788
Less: Tenant improvement allowance receivable	670		—		670
Present value of lease liabilities	$	42,676	$	22	$	42,698











	(Unaudited)

Revenue interest liability, at December 31, 2023	$	155,415
Proceeds from Second Payment, net of issuance costs	96,956
Embedded contingent derivative liability related to Second Payment	(6,150)
Revenue interest payment	(18)
Accrued revenue interest payment	(90)
Interest expense recognized	17,229
Revenue interest liability, at June 30, 2024	$	263,342


	Balances as of June 30, 2024
	(Unaudited)
	Maturity Year	Interest Rate	Principal Amount		Less: Unamortized Discounts		Total

Related-Party Nonconvertible Note:
$505 million December 2023 Promissory Note Tranche 1	2025	Term SOFR +8.0%	$	125,000	$	16,189	$	108,811

Related-Party Convertible Notes:



$505 million December 2023 Promissory Note Tranche 2	2025	Term SOFR +7.5%	$	380,000	$	25,893	$	354,107
$30 million March 2023 Promissory Note	2025	Term SOFR +8.0%	30,000		—		30,000
$200 million September 2023 Promissory Note	2026	Term SOFR +8.0%	200,000		—		200,000
Total related-party convertible notes			$	610,000	$	25,893	$	584,107


	Balances as of December 31, 2023
	Maturity Year	Interest Rate	Principal Amount		Less: Unamortized Discounts		Total

Related-Party Nonconvertible Note:
$505 million December 2023 Promissory Note Tranche 1	2025	Term SOFR +8.0%	$	125,000	$	20,414	$	104,586

Related-Party Convertible Notes:
$505 million December 2023 Promissory Note Tranche 2	2025	Term SOFR +7.5%	$	380,000	$	33,049	$	346,951
$30 million March 2023 Promissory Note	2025	Term SOFR +8.0%	30,000		—		30,000
$200 million September 2023 Promissory Note	2026	Term SOFR +8.0%	200,000		—		200,000
Total related-party convertible notes			$	610,000	$	33,049	$	576,951


	June 30, 2023
	(Unaudited)

Expected market yield	19.5	%
Volatility	129.8	%
Risk-free rate	5.5	%


	Principal Payments				Interest Payments (1)
	Convertible Notes		Nonconvertible Note		Convertible Notes		Nonconvertible Note		Total
	(Unaudited)

2024 (excluding the six months ended June 30, 2024)	$	—	$	—	$	40,049	$	8,401	$	48,450
2025	410,000		125,000		79,445		16,664		631,109
2026	200,000		—		18,571		—		218,571
Total	$	610,000	$	125,000	$	138,065	$	25,065	$	898,130


	Total		December 2022 Warrants		February 2023 Warrants		July 2023 Warrants
	(Unaudited)

Fair value, at December 31, 2023	$	118,770	$	17,091	$	49,958	$	51,721
Warrant exercises	(10,585)		—		—		(10,585)
Change in fair value	1,802		(636)		4,081		(1,643)
Fair value, at March 31, 2024	109,987		16,455		54,039		39,493
Warrant exercises	(63,892)		—		(30,320)		(33,572)
Change in fair value	19,300		818		8,917		9,565
Fair value, at June 30, 2024	$	65,395	$	17,273	$	32,636	$	15,486


	December 2022 Warrants				February and July 2023 Warrants
	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
	(Unaudited)				(Unaudited)

Exercise price per share	$6.60		$6.60		$3.2946		$3.2946
Expected term	0.5 years		1.0 year		2.1 years		2.6 years
Expected average volatility	117.6	%	119.0	%	96.8	%	107.3	%
Expected dividend yield	—		—		—		—
Risk-free interest rate	5.0	%	4.7	%	4.6	%	4.1	%


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

Outstanding at December 31, 2023	9,820,435	$	9.46	$	6,046	6.6
Granted	6,336,675	$	5.29
Exercised	(146,199)	$	2.94
Forfeited/expired	(296,425)	$	5.44
Outstanding at June 30, 2024	15,714,486	$	7.91	$	17,740	7.5
Vested and exercisable at June 30, 2024	8,241,296	$	10.20	$	10,787	5.9


	Six Months Ended June 30, 2024
	(Unaudited)

Expected term	5.96 years
Risk-free interest rate	4.3	%
Expected volatility	116.8	%
Expected dividend yield	—	%
Weighted-average grant date fair value	$4.58


	Number of Units	Weighted- Average Grant Date Fair Value

Nonvested balance at December 31, 2023	7,503,979	$	12.01
Granted	2,476,299	$	5.26
Vested	(3,191,734)	$	2.83
Forfeited/canceled	(344,348)	$	11.60
Nonvested balance at June 30, 2024	6,444,196	$	13.99




	Three Months Ended June 30,				$ Change		% Change
	2024		2023
	(Unaudited, $ in thousands)

Revenue
Product revenue, net	$	990	$	—	$	990	—	%
Other revenues	57		41		16		39	%
Total revenue	1,047		41		1,006		2454	%
Operating costs and expenses:
Cost of product revenue	—		—		—		—	%
Research and development (including amounts with related parties)	51,129		53,168		(2,039)		(4)	%
Selling, general and administrative (including amounts with related parties)	49,251		32,018		17,233		54	%

Total operating costs and expenses	100,380		85,186		15,194		18	%
Loss from operations	(99,333)		(85,145)		(14,188)		17	%
Other income (expense), net
Interest and investment income (loss), net	1,891		(61)		1,952		(3200)	%
Interest expense (including amounts with related parties)	(29,794)		(32,235)		2,441		(8)	%
Change in fair value of derivative liabilities	21,194		—		21,194		—	%
Change in fair value of warrant liabilities	(19,300)		(10,019)		(9,281)		93	%
Interest expense related to revenue interest liability	(9,225)		—		(9,225)		—	%
Change in fair value of related-party convertible note	—		(6,768)		6,768		(100)	%
Loss on equity method investment	—		(3,957)		3,957		(100)	%
Other expense, net (including amounts with related parties)	(17)		(28)		11		(39)	%
Total other expense, net	(35,251)		(53,068)		17,817		(34)	%
Loss before income taxes and noncontrolling interests	(134,584)		(138,213)		3,629		(3)	%
Income tax expense	—		—		—		—	%
Net loss	$	(134,584)	$	(138,213)	$	3,629	(3)	%


Exhibit Number						Description of Exhibit

3.1						Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed with the SEC on August 4, 2015).

3.2						Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. dated March 9, 2021 (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed with the SEC on March 10, 2021).

3.3						Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. dated February 1, 2022 (incorporated by reference to Exhibit 3.3 to the company’s POSASR filed with the SEC on March 1, 2022).

3.4						Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. dated October 18, 2023 (incorporated by reference to Exhibit 3.4 to the company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023).

3.5						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*						ImmunityBio, Inc. 2015 Equity Incentive Plan.

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).