UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

NantKwest,ImmunityBio, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2040 E. Mariposa Avenue

El Segundo, California 90245

(310) 883-1300

To our Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of NantKwest,ImmunityBio, Inc., to be held on Wednesday,Thursday, June 10, 20202021 at 9:30 a.m. Pacific Time, or at any adjournment ofor postponement thereof. The annual meeting will be a virtual meeting of stockholders. You are invited to attend and vote your shares at the annual meeting live via internet webcast so long as you register to attend the annual meeting at www.proxydocs.com/NKIBRX by 5:00 p.m. Pacific Time on June 8, 20202021 (the “Registration Deadline”). Questions will need to be submitted prior to the Annual Meeting. To submit questions, please visit www.proxydocs.com/NK.IBRX. You will not be able to attend the annual meeting in person.

Details regarding how to attend the annual meeting live via webcast and the business to be conducted at the annual meeting are more fully described in the accompanying notice of annual meeting of stockholders and proxy statement.

Your vote is important. Regardless of whether you plan to attend the annual meeting live via webcast, it is important that your shares be represented and voted at the annual meeting, and we hope you will vote as soon as possible. You may vote by proxy via the Internet, by telephone, or by mail, according to the instructions on the enclosed proxy card or voting instruction card. Voting over the Internet or by telephone, by written proxy or voting instruction card will ensure your representation at the annual meeting regardless of whether you attend the annual meeting.

Thank you for your ongoing support of, and continued interest in, NantKwest,ImmunityBio, Inc.

Sincerely,

Patrick Soon-ShiongRichard Adcock

Chairman and Chief Executive Officer and President

El Segundo, California

April 24, 202029, 2021

The date of this proxy statement is April 24, 2020,29, 2021, and is being mailed to stockholders on or about May 4, 2020.5, 2021.

NANTKWEST,IMMUNITYBIO, INC.

2040 E. Mariposa Avenue

El Segundo, California 90245

(310) 883-1300

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

(2) To approve an amendment to the Company’s 2015 Equity Incentive Plan (as Amended and Restated June 6, 2019) (the “2015 Equity Incentive Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 3,000,000 shares.

(3) To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

(4) To transact other business that may properly come before the annual meeting.

Only stockholders of record of our common stock as of the close of business on Thursday, April 16, 2020, are entitled to notice of and to vote at the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 10, 20202021. The proxy statement, the accompanying materials and our 20192020 annual report are being mailed on or about May 4, 20205, 2021 to all stockholders entitled to vote at the annual meeting. A copy of our proxy statement and our 20192020 annual report are also posted on www.proxydocs.com/NK,IBRX, and are available from the SEC on its website at www.sec.gov.

By order of the Board of Directors,

April 24, 202029, 2021

Table of Contents

-i-

-ii-

NANTKWEST,IMMUNITYBIO, INC.

2040 E. Mariposa Avenue

El Segundo, California 90245

PROXY STATEMENT

For the 20202021 Annual Meeting of Stockholders

to be held on June 10, 20202021

The information provided in the “Questions and Answers” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read the entire proxy statement carefully.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING

Why am I receiving these materials?

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 20202021 annual meeting of stockholders of NantKwest,ImmunityBio, Inc., a Delaware corporation, and any postponements or adjournments thereof, or the annual meeting. The annual meeting will be held on Wednesday,Thursday, June 10, 20202021 at 9:30 a.m. Pacific Time, via live internet webcast.

Stockholders are invited to attend the annual meeting live via webcast and are requested to vote on the items of business described in this proxy statement. This proxy statement, the accompanying materials and our 20192020 annual report are being mailed on or about May 4, 2020,5, 2021, to all stockholders entitled to vote at the annual meeting. A copy of our proxy statement and our 20192020 annual report are posted on www.proxydocs.com/NK,IBRX, and are also available from the SEC on its website at www.sec.gov.

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. The person you designate is your “proxy,” and you give the proxy authority to vote your shares by submitting the enclosed proxy card, or if available, voting by telephone or the Internet. We have designated Patrick Soon-Shiong,Richard Adcock, David Sachs and Barry J. Simon and Steven Yang to serve as proxies for the annual meeting.

What am I voting on?

You are being asked to vote on three (3)four (4) proposals:

What if other matters are properly brought before the annual meeting?

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the annual meeting, the

-1-

persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment. If for any reason a director nominee is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate as may be nominated by our board of directors.

How does the board of directors recommend that I vote?

Our board of directors recommends that you vote your shares:

-1-

How can I vote my shares?

Stockholder of Record: Shares Registered in Your NameName.

If you are a stockholder of record, you may vote in one of the following ways:

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee

If you are a beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Beneficial owners of shares should generally be able

-2-

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. The persons named in the proxy, Patrick Soon-Shiong,Richard Adcock, our Chairman and Chief Executive Officer and President, David Sachs, our Chief Financial Officer, and Barry J. Simon, our President and Chief AdministrativeCorporate Affairs Officer, and Steven Yang, our Corporate Secretary, have been designated as proxies for the annual meeting by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the annual meeting in accordance with the instruction of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above and, if any other matters are properly brought before the annual meeting, the shares will be voted in accordance with the proxies’ judgment.

How many votes do I have?

On each matter to be voted upon at the annual meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date.

What is the quorum requirement for the annual meeting?

A quorum is the minimum number of shares required to be present or represented at the annual meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. Holders of a majority of the voting power of our outstanding common stock entitled to vote at the annual meeting must be present live via the internet or represented by proxy to hold and transact business at the annual meeting. On the record date, there were 98,498,432383,067,321 shares outstanding and entitled to vote. Thus, the holders of at least 49,249,217191,533,661 shares must be present in person or represented by proxy at the annual meeting to have a quorum.

Abstentions, “WITHHOLD” votes, and “brokernon-votes” are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairman of the meeting or the holders of a majority of the voting power present live via the internet or represented by proxy at the annual meeting and entitled to vote at the annual meeting may adjourn the meeting to another date.

What are brokernon-votes?

Brokernon-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker holding the shares as to how to vote on matters deemed“non-routine” and there is at least one “routine” matter to be voted upon at the meeting. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker holding the shares. If the beneficial owner does not provide voting instructions, the broker can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to“non-routine” matters. In the event that a broker votes shares on the “routine” matters but does not vote shares on the“non-routine” matters, those shares will be treated as brokernon-votes with respect to the“non-routine” proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

-3-

What are the effects of abstentions and brokernon-votes?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the annual meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present live via the internet or represented by proxy and entitled to vote at the annual meeting (e.g., Proposal No. 2 and Proposal No. 3)4). However, because the outcome of Proposal No. 1 (election of directors) will be determined by a plurality vote, abstentions will have no impact on the outcome of such proposal as long as a quorum exists.

Brokernon-votes will be counted for purposes of calculating whether a quorum is present at the annual meeting but will not be counted for purposes of determining the number of votes cast on anon-routine proposal. Therefore, a brokernon-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on anynon-routine proposal.

What is the voting requirement to approve each of the proposals?

Proposal No. 1: Election of Directors. The election of directors requires a plurality of the voting power of shares present live via the internet or represented by proxy at the annual meeting and entitled to vote on the election of directors. This means that the seven (7)nine (9) nominees for director receiving the highest number of “FOR” votes will be elected as directors. You may vote (i) “FOR” each director or (ii) “WITHHOLD” for each director nominee. Because the outcome of this proposal will be determined by a plurality vote, shares voted “WITHHOLD” will have no impact on the outcome of this proposal, but will count towards the quorum requirement for the annual meeting.

Proposal No. 2: Amendment toApproval, on an advisory (non-binding) basis of the Company’s 2015 Equity Incentive Plancompensation of our Named Executive Officers (“Say-on-Pay”). The affirmative “FOR” vote of a majority of shares of our common stock present live via the internet or represented by proxy at the annual meeting and entitled to vote thereon is required to approvefor the approval, on an amendment toadvisory (non-binding) basis of the Company’s 2015 Equity Incentive Plan to increase the numbercompensation of shares of common stock reserved for issuance thereunder by 3,000,000 shares.our Named Executive Officers. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions are deemed to be votes cast and have the same effect as a vote against the proposal. Brokernon-votes are not deemed to be votes cast, are not included in the tabulation of voting results on this proposal, and will not affect the outcome of voting on this proposal.

Proposal No. 3: Approval, on an advisory (non-binding) basis ofthe frequency at which the Say on Pay vote at future annual meetings of stockholders will be held. You may vote for every “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN” on this proposal. The option among one year, two years, or three years that receives the highest number of votes cast at the Annual Meeting by stockholders entitled to vote thereon will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on this proposal.

Proposal No. 4: Ratification of Appointment of Ernst & Young LLP. The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares present live via the internet or represented by proxy at the annual meeting and entitled to vote thereon to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions will count towards the quorum requirement for the annual meeting and will have the same effect as a vote against the proposal.

Dr. Patrick Soon-Shiong, our Chairman and Chief Executive Officer,Chairman, beneficially owns approximately 67.5%81.8% of our outstanding common stock and has advised us that he intends to vote (1) “FOR” the election of all seven (7)nine (9) nominees for director named in this proxy statement, (2) “FOR” the amendment to our 2015 Equity Incentive Plan,approval, on an advisory (non-binding) basis of the Say-on-Pay vote, (3) “THREE YEARS” for the frequency at which, on an advisory (non-binding) basis, the Say on Pay vote at future annual meetings of stockholders will be held; and (3)(4) “FOR” ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.

-5-

What is the interest of the company’s executive officers and directors in the proposals being voted upon?

None of our executive officers or directors or their associates has any substantial interest in any matter to be acted upon, other than (i) our directors, with respect to the election to office of the directors so nominated, and (ii) our executive officers and directors, with respect to the approval of the compensation of our 2015 Equity Incentive PlanNamed Executive Officers and the frequency of the Say on Pay vote, because they wouldtheir compensation could be eligible to receive awards under the 2015 Equity Incentive Plan.impacted by both.

Who will count the votes?

A representative of Mediant Communications, Inc. will tabulate the votes and act as inspector of elections.

-4-

Stockholder of Record: Shares Registered in Your Name. If you were a stockholder of record at the close of business on the record date, follow the instructions regarding how to demonstrate proof of stock ownership posted at www.proxydocs.com/NK.IBRX.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you were a beneficial owner at the close of business on the record date, you may not vote your shares live via internet at the annual meeting unless you obtain a “legal proxy” from your broker, bank or other nominee who is the stockholder of record with respect to your shares. You may still attend the annual meeting even if you do not have a legal proxy. Instructions regarding how to demonstrate proof of stock ownership, are posted at www.proxydocs.com/NK.IBRX.

-5-

I share an address with another stockholder, and we received only one printed copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted anSEC-approved procedure called “householding,” under which we can deliver a single copy of the proxy materials and annual report to multiple stockholders who share the same address unless we receive contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will undertake to deliver promptly a separate copy of the proxy materials and annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:

NantKwest,ImmunityBio, Inc.

Attention: Corporate Secretary

2040 E. Mariposa Avenue

El Segundo, California 90245

(310) 883-1300

Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.

Is there a list of stockholders entitled to vote at the annual meeting?

The names of stockholders of record entitled to vote at the annual meeting will be available at the annual meeting and from our corporate secretary for ten days prior to the meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m., Pacific Time, at our corporate headquarters located at 2040 E. Mariposa Avenue, El Segundo, California 90245.

When are stockholder proposals due for next year’s annual meeting?

Please see the section entitled “Proposals of Stockholders for 20212022 Annual Meeting” in this proxy statement for more information regarding the deadlines for the submission of stockholder proposals for our 20212022 annual meeting.

-6-

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of the Board

Our business affairs are managed under the direction of our board of directors, which is currently comprised of seven (7)nine (9) members. Four (4)Six (6) of the seven (7)nine (9) directors qualify as “independent” within the meaning of such term as set forth in the listing standards of The Nasdaq Stock Market, LLC, or Nasdaq.

On June 18, 2015, we entered into a letter agreement with Cambridge Equities, LP, or Cambridge, which we refer to as the Cambridge Nominating Agreement. Pursuant to the Cambridge Nominating Agreement, Cambridge has the right to designate one director who shall be nominated by our board of directors or a duly authorized committee thereof, for election to our board of directors for so long as Cambridge or its affiliates directly own more than 20% of the issued and outstanding shares of our common stock, subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions. Dr. Patrick Soon-Shiong, M.D., our Chairman and Chief Executive Officer,Chairman, also controls the entity that is the general partner of Cambridge, and was selected by Cambridge to hold this board seat. The Cambridge director nominee shall be nominated and recommended for election to the board of directors by our board of directors, subject to any applicable limitations imposed by the Delaware General Corporation Law, or the DGCL, the board of directors’ fiduciary duties to our stockholders and any other applicable law. Cambridge’s right to have a designee nominated or appointed to serve on our board of directors shall automatically terminate whenever Cambridge owns less than 20% of our issued and outstanding shares of common stock.

Additionally, under the terms of his employment agreement, Dr. Barry J. Simon, M.D., our President and Chief AdministrativeCorporate Affairs Officer, for so long as he remains our employee, shall be nominated and recommended for election to the board of directors at each annual stockholder meeting by our board of directors or a duly authorized committee thereof. If Dr. Simon’s employment with us is terminated for any reason, his membership on our board of directors will also terminate, unless otherwise agreed in writing by us and Dr. Simon.

At each annual meeting of stockholders, the terms of each of our seven (7)nine (9) incumbent directors expire and all members of our board of directors are standing for election. The seven (7)nine (9) directors elected at the annual meeting will serve from the time of election and qualification until the earliest of the next annual meeting of stockholders following such election or their resignation or removal.

The following table sets forth the names, ages, and certain other information for each of the directors with terms expiring at the annual meeting (who are also nominees for election as a director at the annual meeting). All information is as of April 16, 2020.23, 2021.

-9-

Nominees for Director

Patrick Soon-Shiong, M.D., FRCS (C), FACS was appointed Executive Chairman of our board of directors andin October 2020. He served as our Chief Executive Officer inand Chairman of our board of directors from March 2015.2015 to October 2020. Dr. Soon-Shiong previously served asCo-Chairman of our board of directors from December 2014 to March 2015 and as our Chief Medical Officer from January 2015 to March 2015. In 2011, he founded NantWorks, an ecosystem of companies to create a transformative global health information and next generation pharmaceutical development network, for the secure sharing of genetic and medical information. Dr. Soon-Shiong a physician, surgeon and scientist, has pioneered novel therapies for both diabetes and cancer, published over 100 scientific papers, and has over 230 issued patents on groundbreaking advancements spanning a myriad of fields. Dr. Soon-Shiong performed the world’s first encapsulated human islet transplant, the first engineered islet cell transplant, and the first pig to man islet cell transplant in diabetic patients. He invented and developed Abraxane, the nation’s first FDA approved protein nanoparticle albumin-bound delivery technology for the treatment of cancer. Abraxane was approved by the FDA for metastatic breast cancer in 2005, lung cancer in 2012, and pancreatic cancer in 2013. Abraxane is now approved in many countries

-8-

Immusol, a biopharmaceutical company, HealthPro BioVentures, LLC, a healthcare and life sciences investment bank and NorthSound Capital, LLC, a U.S.-based hedge fund. Dr. Simon has broad experience in the public and private settings, having led private and public equity offerings, product and portfolio divestitures and acquisitions, strategic licensing and joint ventures, as well as commercial product launches, IND and BLA regulatory filings, human-enabling programs, manufacturing, quality control and life cycle management. Dr. Simon worked across several therapeutic areas including oncology, virology, ophthalmology and dermatology on products launches including Xeloda^®, Pegasys^®, Fortovase^®, Tamiflu^®, Camptobell^®, Boniva^®, Fuzeon^®, Valcyt^®, and Accutane^®. Dr. Simon attended corporate training programs by the London School of Business and the Amos Tuck School of Business at Dartmouth College. Dr. Simon trained clinically in Infectious Diseases at Albert Einstein College of Medicine, Anesthesiology at The Mount Sinai Medical Center and Internal Medicine at New York University and received his M.D. from the SUNY Downstate Health Sciences Center in New York. We believe that Dr. Simon is qualified to serve as a member of our board of directors because of his extensive medical and scientific knowledge and experience, and senior management experience in the biopharmaceutical industry.

Steve Gorlin has served as a member of our board of directors since January 2014, and served as Vice Chairman of our board from December 2014 to August 2019. Mr. Gorlin previously served as our Executive Chairman from January 2014 to December 2014. Over the past 40 years, he has founded several biotechnology and pharmaceutical companies, including Hycor Biomedical, Inc. (acquired by Agilent), Theragenics Corporation, CytRx Corporation, Medicis Pharmaceutical Corporation (sold to Valeant for approximately $2.6 billion), EntreMed, Inc., MRI Interventions, DARA BioSciences, Inc., MiMedx, and Medivation, Inc. Mr. Gorlin previously served on the Business Advisory Council to the Johns Hopkins School of Medicine and The Johns Hopkins BioMedical Engineering Advisory Board. He also served on the board of the Andrews Institute, Aperisys, Rion, Smartpharm, and Vavotar. He was a founder of a number ofnon-medical related companies, includingPerma-Fix, Inc.; Pretty Good Privacy, Inc. (sold to Network Associates), Judicial Correction Services, Inc. (sold to Correctional Healthcare), and NTC China. He started The Touch Foundation, a nonprofit organization for the blind and was a principal financial contributor to the founding of Camp Kudzu for diabetic children. We believe that Mr. Gorlin is qualified to serve as a member of our board due to his extensive biotechnology and pharmaceutical industry knowledge and substantial experience serving on other boards of directors.

John C. Thomas, Jr. has served as a member of our board of directors since April 2014. Since 2018, Mr. Thomas has served as the Chief Financial Officer and Secretary of SmartPharm Therapeutics, Inc, a genetic research and development company. In late 2017, Mr. Thomas rejoined DemeRx, Inc., a privately held company developingnon-additive treatments for drug addiction, as the Chief Financial Officer after previously being the Chief Financial Officer from 2010 to 2013. From 2001 until 2018, Mr. Thomas served as Chief Financial Officer and Secretary, and from 2001 to 2016 as a director of CorMatrix Cardiovascular, a privately held medical device company. He has also served as Chief Financial Officer, Secretary, and Director of Motion Reality, Inc., a motion

-9-

Christobel Selecky has served as a member of our board of directors since March 2021. Prior to the merger, she served on the board of directors of ImmunityBio, Inc. (a private company) from August 2020 until the completion of the merger. Ms. Selecky has more than 35 years of healthcare industry experience. Ms. Selecky is the principal at Population Health Strategies, the healthcare consultancy where, since August 2009, she has provided strategic consulting to management teams, companies and investors, helping improve patient engagement, population health outcomes and healthcare cost management. Since September 2014 she has served as a Strategic Advisor at Ceresti Health, a privately held healthcare technology company, and has served as a lecturer in Healthcare Entrepreneurship in the MBA program at the University of California, Irvine since March 2017. Ms. Selecky currently serves on the Boards of Directors of Teleperformance SE, a French public company providing business services, Satellite Healthcare (Chair), a leading not-for-profit provider of kidney dialysis and related services, and Griswold Home Care, a privately held non-medical home care company. Ms. Selecky held several leadership positions over her 14-year career at FHP International Corporation, which ended in 1995 including as President of the FHP California Health Plan. She subsequently co-founded, and served as President, CEO, and Executive Chairman of LifeMasters Supported SelfCare, a national leader in the field of disease and population health management. She is active in several board governance organizations such as NACD and Women Corporate Directors and has been a member of audit, compensation, governance and other committees of boards of directors on which she has served. She received her B.A. from the University of Delaware and her M.A. from Syracuse University. We believe Ms. Selecky is qualified to serve as a member of our board of directors because of her extensive experience and knowledge in the healthcare industry, her experience in board governance, and her experience advising stakeholders of healthcare companies at various stages of growth.

John Brennan has served as a member of our board of directors since March 2021. Prior to the merger, he served on the board of directors of ImmunityBio, Inc. (a private company) from February 2021 until the completion of the merger. Mr. Brennan served for 25 years in a variety of roles at the CIA, rising from analyst to station chief, and finally being appointed as the agency’s Director by President Barack Obama, leading the CIA from January 2013 to January 2017. From January 2009 to March 2013, Mr. Brennan served as Deputy National Security Advisor for Homeland Security and Counterterrorism. Mr. Brennan has served as a senior national security and intelligence analyst for NBC News and MSNBC since February 2018. Mr. Brennan has served on numerous boards of advisors and boards of directors of privately held entities, including his current service on the Swiss Re Group Strategic Council. He earned a Bachelor of Arts degree from Fordham University, and is a Distinguished Fellow at the Fordham University Law School. He earned a Master of Arts from the University of Texas at Austin, where he currently serves as a Distinguished Non-Resident Scholar and a senior advisor to the University’s Intelligence Studies Projects. We believe Mr. Brennan is qualified to serve as a member of our board of directors because of his demonstrated fidelity and leadership experience throughout his career, and because of his acumen for public affairs.

Wesley Clark has served as a member of our board of directors since March 2021. Prior to the merger, he served on the board of directors of ImmunityBio, Inc. (a private company) from February 2021 until the completion of the merger. General (ret) Clark served for 34 years in the U.S. Army, earning his fourth star as a full general in 1996. He served as the Supreme Allied Commander Europe of NATO from 1997 to 2000, where he commanded Operation Allied Force in the Kosovo War. Highly decorated throughout his career, General Clark was awarded the U.S. Presidential Medal of Freedom by President Bill Clinton. Since March 2003, General Clark has served as Chairman and CEO of Wesley K. Clark & Associates, LLC, a consulting firm specializing in business development, crisis support and strategic communications. Since May 2010, he has served as Chairman and CEO of Enverra, Inc., a boutique investment bank. General Clark has served on the board of directors of Equinox Gold Corp. since August 2016 and served on the board of directors of Rentech, Inc., from November 2010 to April 2018. He is a graduate of the U.S. Military Academy at West Point, where he was class valedictorian. After graduating from West Point, General Clark was awarded a Rhodes Scholarship to the University of Oxford where he earned degrees in Philosophy, Politics and Economics. He earned a master’s degree in military science from the Command and General Staff College. We believe General Clark is qualified to serve as a member of our board of directors because of his extensive leadership experience, success in both the public and private sectors, and experience serving on other public company boards of directors.

-12-

Linda Maxwell, M.D. has served as a member of our board of directors since March 2021. Dr. Maxwell is an experienced physician and surgeon, having managed her own head and neck surgical practice since January 2006. Dr. Maxwell is also a medical educator, a published scientific author, consultant, health technology entrepreneur and innovator. Currently, Dr. Maxwell is Adjunct Professor of Surgery at the University of Toronto, Distinguished Visiting Professor at Ryerson University, and Associate Scientist at the Li Ka Shing Knowledge Institute in Toronto. She served as Founding and Executive Director of the Biomedical Zone in 2015, Canada’s first and only hospital-embedded, physician-led business incubator for emerging health technology companies, and has guided a wide variety of startup companies through clinical development, capitalization and commercialization. Dr. Maxwell also managed a life sciences tech transfer portfolio at the University of Oxford and the UK National Health Service, executing patent strategy, spin-out company formation, and early stage capital raising. She has also served as a healthcare innovation expert to various Canadian federal, provincial, and local government entities, as a member of the Department Audit Committee of the Public Health Agency of Canada, and as an advisor to the Canadian Medical Association and the Canadian Space Agency. Dr. Maxwell earned a B.A. with honors from Harvard University, an M.D. from Yale University, and an M.B.A. from the University of Oxford. Dr. Maxwell currently serves on the board of United Therapeutics Corporation. We believe Dr. Maxwell is qualified to serve as a member of our board of directors because of her extensive medical and scientific knowledge and experience, and her experience advising and cultivating companies in the health technology industry.

Certain Proceedings

On August 31, 2018, Verity Health Systems, a privately held healthcare provider company, and certain affiliates filed a voluntary petition for protection under Chapter 11 of the United States Bankruptcy Code, for which a patient care ombudsman was appointed. Dr. Soon-Shiong served as interim chief executive officer of Verity Health prior to such filing from July 2017 to January 2018, Mr. Adcock served as chief executive officer of Verity Health prior to such filing from January 2018 to September 2020, and David Sachs, our Chief Financial Officer, served as interim and then permanent chief financial officer prior to such filing from August 2017 to August 2018.

Controlled Company Exemption

Dr. Patrick Soon-Shiong, M.D., our Chairman and Chief Executive Officer,Chairman and entities affiliated with him control a significant majority of our common stock. As a result, we are a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including (1) the requirement that a majority of our board of directors consist of independent directors, and (2) the

-10-

Director Independence

To be considered independent for purposesof Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of Messrs. Thomas, Blaszyk, Brennan, and Driscoll, andClark, Ms. Cohen, Ms. Selecky, and Dr. Maxwell, representing four (4)six (6) of our seven (7)nine (9) directors, is “independent” as that term is defined under the rules of Nasdaq.

In making these determinations, our board of directors considered the relationships that eachnon-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including consulting relationships, family relationships and the beneficial ownership of our capital stock by eachnon-employee director.

There are no family relationships among any of our directors or executive officers.

In addition, our Corporate Guidelines require each independent member of the Board (i) shall not have and have not been at any time during the past five years, an employee of NantKwest;ImmunityBio; (ii) shall have received only de minimis remuneration from service as (or compensation paid to an entity the director is an officer of or controls) an advisor, consultant, or legal counsel to NantKwest/ImmunityBio/senior management for the preceding three (3) years; (iii) shall have no personal service contract(s) with us or a member of our senior management; and (iv) shall have no business relationships with us during preceding three (3) years that requires us to make a disclosure underRegulation S-K (other than directorship/de minimis remuneration). Also, until January 1, 2024, a majority of the board of directors must have served as a Director less than ten consecutive years.

Role of Board in Risk Oversight Process

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. Our audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our audit committee and our related party transaction committee review related party transactions. Our nominating and corporate governance committee assists our board in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The board believes its leadership structure is consistent with and supports the administration of its risk oversight function.

Board Leadership Structure

As described below, our board of directors is led by directorsdirector Dr. Patrick Soon-Shiong and Frederick Driscoll.Soon-Shiong. Dr. Soon-Shiong has served as Chairman of our board of directors and as our Chief Executive Officer sincefrom March 2015.2015 to October 2020. In addition, Mr. Driscoll, an independent director with substantialOctober 2020, Dr. Soon-Shiong was named our Executive Chairman of our board and executive leadership experience, currently serves as our Lead Independent Director.of directors.

-11--14-

Lead Independent Director

Our corporate governance guidelines require that we designate a lead independent director in the event that the Chairman of our board of directors is our Chief Executive Officer. Mr. Driscoll has served as our Lead Independent Director since August 2019. The board chose Mr. Driscoll as our Lead Independent Director because of his substantial executive experience in the life sciences industry and his extensive leadership experience.

In addition to NantKwest, Mr. Driscoll has served and continues to serve on the board of directors of other public life sciences companies. In particular, Mr. Driscoll serves on the board of directors of Cue Biopharma, Inc., MEI Pharma, Inc., and Cellectar Biosciences, Inc. As Lead Independent Director, Mr. Driscoll’s responsibilities include:

Our board or directors believes that these responsibilities of the Lead Independent Director appropriately and effectively complement NantKwest’s combined chairman and chief executive officer structure as described below.

Chairman of the Board

Our corporate governance guidelines provide that the board will fill the chairman and chief executive officer positions based upon the board’s view of what is in our best interests at any point in time. Our board of directors believes that Dr. Soon-Shiong’s service as both chairmanExecutive Chairman and chief executive officer, in combination with Mr. Driscoll’sAdcock’s service as Lead Independent Director,Chief Executive Officer and President is in the best interests of NantKwestImmunityBio and its stockholders.

Given his long tenure with and status within NantKwest,ImmunityBio, our board of directors believes Dr. Soon-Shiong possesses detailed andin-depth knowledge of the issues, opportunities, and challenges facing NantKwest,ImmunityBio, and we believe he is best positioned, in consultation with Mr. Driscoll,Adcock, to develop agendas that ensure that the board’s time and attention is focused on the most critical matters. We also believe that Dr. Soon-Shiong’s combined roleextensive medical knowledge and background with the company enables decisive leadership, ensureshim to work with Mr. Adcock to ensure clear accountability, and enhancesenhance our ability to communicate our message and strategy clearly and consistently to our stockholders and employees.

Board Meetings and Committees

During our fiscal year ended December 31, 2019,2020, our board of directors held eight (8)nine meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

We will make every effort to schedule our annual meeting of stockholders at a time and date to maximize attendance by directors taking into account the directors’ schedules. All directors shall attend our annual meeting of stockholders, subject to extenuating circumstances. FourAll of our directors attended our 20192020 annual meeting of stockholders.

Our board of directors currently has an audit committee, a compensation committee, a nominating and corporate governance committee, and a related party transaction committee, each of which has the composition and the responsibilities described below. As a “controlled company” within the meaning of the Nasdaq corporate governance rules, we are not required to have a nominating and corporate governance committee. Although not required by the rules of Nasdaq, in August 2019, our board of directors established a nominating and corporate governance committee. We also established a related party transaction committee at the same time. Prior to August 2019, our board of directors had an audit committee, a compensation committee, and a strategic committee (which was formally dissolved in August 2019). The composition and responsibilities of each of the committees of our board of directors is described below.

In addition, at least a majority of the Board shall consist of U.S. citizens and/or directors residing in the United States. The independent Directors shall meet in executive session at each regularly scheduled meeting but no less than four (4) times per year.

-12-

Our audit committee oversees our corporate accounting and financial reporting process and assists our board of directors in monitoring our financial systems and our legal and regulatory compliance. Our audit committee also:

Our audit committee operates under a written charter approved by our board of directors that satisfies the applicable rules and regulations of the SEC and the listing requirements of Nasdaq. The charter is available on our website, www.nantkwest.com,www.immunitybio.com, under the InvestorsInvestor Relations tab under Corporate Governance. Our audit committee held seven (7) meetings during 2019.2020.

Compensation Committee

The members of our compensation committee are John C. Thomas, Jr.,Linda Maxwell, Michael D. Blaszyk, and Frederick W. Driscoll. Mr. BlaszykChristobel Selecky. Dr. Maxwell serves as the chairperson of our compensation committee. Our board of directors has determined that each member of our compensation committee is an independent director under the current rules of Nasdaq, satisfies the additional independence criteria for compensation committee members underRule 10C-1 and the Nasdaq listing rules, and is a“non-employee director” within the meaning ofRule 16b-3 under the Exchange Act.

Our compensation committee oversees our corporate compensation programs. The compensation committee also:

-16-

Our compensation committee operates under a written charter approved by our board of directors that satisfies the applicable rules and regulations of the SEC and the listing requirements of Nasdaq. The charter is available on our website, www.nantkwest.com,www.immunitybio.com, under the InvestorsInvestor Relations tab under Corporate Governance. Our compensation committee held five (5) meetings during 2019.2020.

-13-

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee was established on August 2, 2019. Prior to August 2, 2019, the corporate governance and nominating functions were performed by our board of directors. As a “controlled company” within the meaning of the Nasdaq corporate governance rules, we are not required to have a nominating and corporate governance committee.

As described above, under the terms of the letter agreement with Cambridge Equities, LP, or Cambridge, dated June 18, 2015, or the Cambridge Nominating Agreement, Cambridge has the right to designate an individual to be nominated and recommended for election by our board of directors. Additionally, under the terms of Dr. Simon’s employment agreement with the company, the board of directors is also obligated to nominate and recommend Dr. Simon for election to our board of directors for so long as he is employed by the company.

Our nominating and corporate governance committee uses the following procedures to identify and evaluate any individual recommended or offered for nomination to the board of directors:

Our nominating and corporate governance committee also focuses on issues of diversity, such as diversity in experience, international perspective, background, expertise, skills, age, gender, and ethnicity. Our board of directors believes that it is essential that members of our board of directors represent diverse viewpoints.

Our nominating and corporate governance committee requires that any nominee for a position on the board of directors must satisfy the following minimum qualifications:

-18-

If our nominating and corporate governance committee determines that an additional or replacement director is required, our nominating and corporate governance committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the nominating and corporate governance committee, the board, or management.

Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors, and our board of directors has the final authority in determining the selection of director candidates for nomination to our board. After completing its review and evaluation of director candidates, our nominating and corporate governance committee and our board of directors unanimously recommends all seven (7)nine (9) of the director nominees for election named in this proxy statement.

-15-

Code of Business Conduct and Ethics

Our board of directors has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and agents and representatives, including consultants. A copy of the code of business conduct is available on our website, www.nantkwest.com,www.immunitybio.com, under the InvestorsInvestor Relations tab under Corporate Governance. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website.

Director Compensation

From May 2017 through August 2019, allnon-employee directors were entitled to receive the following cash compensationDirector Compensation Policy for their services:

-16-

day prior to the date of the annual meeting next following the date the annual award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date.

We also reimburse our directors for expenses associated with attending meetings of our board of directors and committees of our board of directors. Directors who are also our employees receive no additional compensation for their service as a director.

Our outside director compensation policy further provides that in any given fiscal year, a non-employee director may not receive cash compensation and equity awards with an aggregate value greater than $750,000 (determined in accordance with accounting principles generally accepted in the United States of America). Any cash compensation paid or awards granted to an individual for his or her services as an employee or a consultant (other than as a non-employee director) will not count for purposes of this limitation.

Our 2015 Equity Incentive Plan, or the 2015 Plan, provides that in the event of a merger or change in control, as defined in our 2015 Plan, each outstanding equity award granted under our 2015 Plan that is held by anon-employee director will fully vest, all restrictions on the shares subject to such award will lapse, and with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all of the shares subject to such award will become fully exercisable, if applicable.

Director Compensation Policy Changes for Fiscal Year 2021

-17-In April 2021, after reviewing data provided by Mercer, an independent compensation consultant, regarding practices at comparable companies, the compensation committee recommended, and our board of directors approved, the following modifications to our non-employee director compensation policy to be effective for our fiscal year ending December 31, 2021:

With respect to the automatic initial grant to new non-employee directors (including those current directors who became a non-employee director in 2021), each grantee shall receive an initial stock option award to purchase shares of our common stock at a per-share exercise price equal to the fair market value of a share of our common stock on the first trading date on which the trading window under our Insider Trading Policy opens after becoming a non-employee director, and such option shall have a Black Scholes value of $300,000 as computed by Financial Accounting Standards Board ASC Topic 718, Stock Compensation, on the grant date. The initial award shall vest in three (3) equal installments on each anniversary of the date the applicable non-employee director’s service commenced, in each case subject to the non-employee director continuing to be a service provider through the applicable vesting date.

With respect to the automatic annual grants to all continuing non-employee directors, such grant shall be made on the date of each annual meeting of stockholders, and such option shall have a Black Scholes value of $300,000 as computed by Financial Accounting Standards Board ASC Topic 718, Stock Compensation, on the grant date. In addition, as part of the modified policy as approved in 2021, the Board eliminated the requirement that such non-employee director have served for at least six (6) months prior to the annual meeting in order to be eligible for the annual award. The annual award shall vest on the earlier of the one-year anniversary of the date the annual award is granted, or the day prior to the date of the next annual meeting following the date the annual award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date.

There were no other changes to the terms of the compensation policy for non-employee directors for 2021 as compared to 2020, except as described above.

Director Compensation Table

The following table sets forth information regarding compensation earned or paid to our directors during the year ended December 31, 2019.2020.

-18--22-

PROPOSAL NUMBER 1

ELECTION OF DIRECTORS

Our board of directors is currently composed of seven (7)nine (9) directors. At the annual meeting, seven (7)nine (9) directors will be elected to our board of directors by the holders of our common stock to serve for a one year term expiring at the 20212022 annual meeting of stockholders. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal.

As a “controlled company” within the meaning of the Nasdaq corporate governance rules, we are not required to have a nominating and corporate governance committee. Although not required by the rules of Nasdaq, in August 2019 our board of directors established a nominating and corporate governance committee. Our Nominating and Corporate Governance Committee is responsible for identifying, evaluating and selecting director nominees for the company.

As described above, under the terms of the letter agreement with Cambridge Equities, LP, dated June 18, 2015, or the Cambridge Nominating Agreement, Cambridge has the right to designate an individual to be nominated and recommended for election by our board of directors. Additionally, under the terms of Dr. Simon’s employment agreement with the company, the board is also obligated to nominate and recommend Dr.  Simon for election to our board of directors for so long as he is employed by the company.

Nominees for Director

Our Nominating and Corporate Governance Committee has nominated Dr. Patrick Soon-Shiong, M.D.,Richard Adcock, Dr. Barry J. Simon, M.D., Steve Gorlin, John C. Thomas, Jr., Michael D. Blaszyk, Frederick W. Driscoll, and Cheryl L. Cohen, Christobel Selecky, John Brennan, Wesley Clark, and Dr. Linda Maxwell, each a current director, as nominees for reelection to our board of directors at the annual meeting. If elected, each of the aforementioned nominees will serve as a director until the 20212022 annual meeting and until his or her respective successor is duly elected and qualified. For more information concerning the nominees, please see the section entitled “Board of Directors and Corporate Governance.”

Drs. Soon-Shiong and Simon, Messrs. Gorlin, Thomas, Blaszyk, and Driscoll, and Ms. Cohen have eachEach of our nominees for director has agreed to serve, if elected, and management has no reason to believe that they will be unavailable to serve. In the event a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee who may be designated by the present board of directors to fill the vacancy.

Required Vote

The directors elected to the board of directors will be elected by a plurality of the voting power of shares present live via the internet or represented by proxy and entitled to vote on the election of directors. In other words, the seven (7)nine (9) nominees receiving the highest number of “FOR” votes will be elected as directors. Shares represented by executed proxies will be voted, if authority to do so is not expressly withheld, for the election of Dr. Patrick Soon-Shiong, M.D.,Richard Adcock, Dr. Barry J. Simon, M.D., Steve Gorlin, John C. Thomas, Jr., Michael D. Blaszyk, Frederick W. Driscoll, and Cheryl L. Cohen.Cohen, John Brennan, Wesley Clark, Christobel Selecky and Dr.  Linda Maxwell. Brokernon-votes will have no effect on this proposal.

Board Recommendation

Our board of directors recommends a vote “FOR” the election of each of the seven (7)nine (9) nominees to the board of directors.

-19--23-

PROPOSAL NUMBER 2

APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF AMENDMENT TOTHE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS: (“SAY-ON-PAY”) VOTE

NANTKWEST’S 2015 EQUITY INCENTIVE PLAN (AS AMENDED AND RESTATED JUNE 6, 2019)

Executive compensation is an important matter for our stockholders. The company’s stockholders are being askedDodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide you with the opportunity to vote to approve, an amendment toon a non-binding advisory basis, the company’s 2015 Equity Incentive Plan (as Amended and Restated June 6, 2019),compensation of our Named Executive Officers, or NEOs, as disclosed in this Proxy Statement in accordance with the 2015 Plan, which would increase the number of shares of common stock reserved for issuance under the 2015 Plan by 3,000,000 shares. A copycompensation disclosure rules of the 2015 Equity Incentive Plan,SEC (sometimes referred to as amended by this proposal, is set forth in this proxy statement as Appendix A.“Say-on-Pay”).

The 2015 Plan is the only equity plan of the company available for grant of equity awards to employees, directors and consultants of the company. If our stockholders approve the amendment, the total number of shares of our common stock that will be reserved for issuance under the 2015 Plan will be 10,249,857 shares (representing approximately 10.4% of our outstanding common stock as of March 31, 2020) plus any additional shares added pursuant to expiration, termination or forfeiture of outstanding awards under the 2014 Equity Incentive Plan, or the 2014 Plan, pursuant to the 2015 Plan’s terms following March 31, 2020. Our compensation committee and our board of directors considered the following when determining the number of shares to reserve for issuance under the 2015 Plan:

Number of Shares Remaining under the 2015 Plan. As of March 31, 2020 the number of shares that remained available for issuance under the 2015 Plan was 4,291,998 shares plus any shares subject to outstanding equity awards granted under our 2015 Plan or our 2014 Plan, that return to the 2015 Plan due to expiration, termination or forfeiture thereof pursuant to the 2015 Plan’s terms. Any shares made subject to new awards granted under the 2015 Plan between March 31, 2020, and the date the amendment to the 2015 Plan is approved by our stockholders will reduce the shares available for issuance under the 2015 Plan. As of March 31, 2020, (i) options to purchase an aggregate of 2,255,450 shares of the company’s common stock were outstanding under the 2015 Plan, with a weighted average exercise price of $17.22 per share and a weighted average remaining contractual life of 6.4 years; and (ii) options to purchase an aggregate of 2,251,500 shares of the company’s common stock were outstanding under the 2014 Plan, with a weighted average exercise price of $1.51 per share and a weighted average remaining contractual life of 4.8 years. In addition, as of March 31, 2020, a total of 1,102,528 restricted stock units were outstanding under the 2015 Plan with a weighted average remaining vesting period of 2.0 years.

Overhang. As of March 31, 2020, 3,357,978 shares of common stock were subject to equity awards under our 2015 Plan, 2,251,500 shares of common stock were subject to outstanding equity awards under our 2014 Plan, and 4,291,998 shares of common stock were available for future grant under the 2015 Plan (excluding the 3,000,000 shares discussed in this proposal and subject to approval at the Annual Meeting).

Historical Grant Practices. Our compensation committee and our board of directors considered the number of equity awards that we granted since our initial public offering. Since our initial public offering, which was completed in July 2015, we granted equity awards representing a total of approximately 6.2 million shares.

External Factors. In determining the numbercompensation of sharesour executive officers, the main goal of the Compensation Committee is to requestalign the interests of our executive officers with the interests of our stockholders. The Compensation Committee believes in a “pay-for-performance” philosophy for approval under the 2015 Plan amendment, our compensation committeeNEOs, and our board of directors also considered various other factors, including our current stock price, prior grants made to our employees, and guidance from Mercer, our compensation committee’s independent compensation consultant.

After consideration of these factors, our compensation committee determined that a 3,000,000 share reserve increase would be appropriate to be able to properly incentivize future and current employees, at least for the immediate term. If stockholders do not approve the proposed 3,000,000 share increase, in order to remain competitive in hiring and retaining high quality employees, it may become necessary to replace components of compensation previously awarded in equity with cash. We do not believe increasing cash compensation to make up for any shortfall in equity compensation would be practical or advisable because we believe that a combination of equity awards and cash compensation provide a more effective compensation strategy than cash alone for attracting, retaining and motivating our employees long-term and aligning employees’ and stockholders’ interests. In addition, any significant increase in cash compensation in lieu of equity awards could substantially increase our operating expenses and increase the negative cash flow from our operations, which could adversely affect our business results and could adversely affect our business strategy, including the research and development of innovative new products.

Summarysubstantial portion of the 2015 Plan

Our board of directors adoptedoverall compensation package for each executive officer should be variable and tied to the 2015 Plan in connection with the company’s 2015 initial public offering, or IPO. Our 2015 Plan permits the grant of incentive stock options, within the meaning of Section 422achievement of the Internal Revenue Code of 1986, as amended, or the Code, to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory

-20-

PROPOSAL NUMBER 3

APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE FREQUENCY AT WHICH THE SAY-ON-PAY VOTE AT FUTURE ANNUAL MEETINGS OF STOCKHOLDERS WILL BE HELD

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that stockholders be given the opportunity to vote, on a non-binding advisory basis, on the future frequency of advisory votes on the compensation of our named executive officers, or NEOs. The company can conduct future advisory votes to approve the compensation of NEOs once every one, two, or three years. Stockholders may vote to conduct future advisory votes to approve the compensation of the company’s 2015 Equity Incentive Plan.NEOs once every one year, two years, or three years. They also may abstain from casting a vote on this proposal.

After careful consideration, the Board believes that holding an advisory vote on executive compensation every three years will allow the Board to focus on our executive compensation, which is generally linked to critical milestones which the Board believes are the key to the success of the company and to the creation of long term stockholder value. The Board also believes an advisory vote every three years is the most effective timeframe for the company to respond to stockholders’ feedback and provide the company with sufficient time to engage with stockholders to understand and respond to vote results. The Board also believes that the stockholders can best judge the effectiveness of our executive compensation over a three-year cycle, and that a shorter cycle may undermine the long-term focus that is central to our compensation philosophy. The vote is advisory, which means that the vote is not binding on the company, our Board, or the Compensation Committee.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years, or abstaining from voting when you vote in response to the following resolution:

RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast will be determined to be the frequency for the advisory vote on the compensation of the named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules that has been selected by ImmunityBio, Inc.’s stockholders.

Required Vote

The option among one year, two years, or three years that receives the highest number of votes cast at the Annual Meeting by stockholders entitled to vote thereon will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on this proposal.

While our Board believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on an advisory basis, as to whether non-binding future stockholder advisory votes on the compensation of our named executive officers should be held every year, two years, or three years.

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our Board of Directors and our compensation committee value the opinions of our stockholders in this matter and, to the extent there is any significant vote in favor of one time period over another, will consider the outcome of this vote when making future decisions regarding the frequency of holding future stockholder advisory votes on the compensation of our named executive officers.

Board Recommendation

Our board of directors recommends a vote “THREE YEARS” as the frequency for a stockholder advisory vote on the compensation of our NEOs at future annual meetings of stockholders.

-25-

PROPOSAL NUMBER 34

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At the Annual Meeting, stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020.2021. Stockholder ratification of the appointment of Ernst & Young LLP is not required by our amended and restated bylaws or other applicable legal requirements. However, our audit committee is submitting the appointment of Ernst & Young LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If the appointment is not ratified by our stockholders, our audit committee may reconsider whether it should appoint another independent registered public accounting firm. A representative of Ernst & Young LLP is expected to attend the annual meeting, where he or she will be available to respond to appropriate questions and, if he or she desires, to make a statement.

Fees Paid to the Independent Registered Public Accounting Firm

The following table represents aggregate fees for services provided to us in the fiscal year ended December 31, 20192020 and 20182019 by Ernst & Young LLP, our independent registered public accounting firm for the years ended December 31, 20192020 and 2018.2019. All fees paid to the independent registered public accounting firm werepre-approved by the audit committee:

Auditor Independence

In 20192020 and 2018,2019, there were no other professional services provided by Ernst & Young LLP that would have required our audit committee to consider their compatibility with maintaining the independence of Ernst & Young LLP.

Pre-Approval Policy

Our audit committee’s policy is topre-approve all audit and permissiblenon-audit services provided by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Our audit committee generallypre-approves particular services or categories of services on acase-by-case basis. The independent registered public accounting firm and management are required to periodically report to our audit committee regarding the extent of services provided by the independent registered

-26-

public accounting firm in accordance with thesepre-approvals, and the fees for the services performed to date. All of the services of Ernst &  Young LLP for 20192020 and 20182019 described above werepre-approved by our audit committee.

Required Vote

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 20202021 requires the affirmative “FOR” vote of a majority of the shares present live via the internet or represented by proxy at the annual meeting and entitled to vote on the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal. Brokernon-votes will not affect the outcome of voting on this proposal.

-26-

Based on the audit committee’s review of the audited financial statements and the various discussions with management and Ernst & Young LLP, the audit committee recommended to the board of directors that the audited financial statements be included in our annual report onForm 10-K for the fiscal year ended December 31, 20192020 for filing with the SEC. The audit committee has also appointed Ernst & Young LLP as the company’s independent registered public accounting firm for the year ending December 31, 2020.2021.

The Audit Committee

John C. Thomas, Jr.Michael Blaszyk (Chair)

Michael D. BlaszykCheryl Cohen

Frederick W. DriscollChristobel Selecky

Cheryl L. CohenLinda Maxwell

This report of the audit committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by NantKwestImmunityBio under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, except to the extent NantKwestImmunityBio specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

-27--28-

EXECUTIVE OFFICERS

The names of our executive officers, and key employees, their ages, their positions with the company and other biographical information as of April 16, 202023, 2021 are set forth below. There are no family relationships among any of our directors or executive officers.

Patrick Soon-Shiong, M.D., FRSC (C), FACS.Please see the biographical information above in the section entitled “Board of Directors and Corporate Governance – Nominees for Director.”

Richard Adcock.Please see the biographical information above in the section entitled “Board of Directors and Corporate Governance – Nominees for Director.”

Barry J. Simon, M.D.Please see the biographical information above in the section entitled “Board of Directors and Corporate Governance – Nominees for Director.”

Sonja NelsonDavid Sachs has served as our Chief Financial Officer since March 2021. Mr. Sachs previously served as the Chief Financial Officer of ImmunityBio, Inc. (a private company and an affiliate of Dr. Patrick Soon-Shiong) from July 2019 to March 2021. Mr. Sachs also served as chief financial officer of Integrity Healthcare, LLC, a NantWorks subsidiary and the former management company for Verity Health, from February 2018 to August 2020. NantWorks is an affiliate of Dr. Soon-Shiong. Please see the section entitled “Certain Proceedings” in this proxy statement for more information. From April 2011 to June 2018.2019, Mr. Sachs held various executive positions at NantWorks and its subsidiaries, including serving as chief financial officer of NantHealth, Inc., an affiliate of Dr. Soon-Shiong, from 2013 to 2015. Prior to NantWorks, Mr. Sachs served in business development roles at Celgene Corporation and Abraxis BioScience and as an investment banker with Bank of America Merrill Lynch. He received his B.A. in Economics from the University of California at Los Angeles and his M.B.A. in Finance and Strategy from the UCLA Anderson School of Management.

Sonja Nelson served as our Chief Financial Officer from June 2018 to March 2021. Ms. Nelson now serves as our Senior Vice President, Finance. Ms. Nelson previously served as our Chief Accounting Officer from May 2016 to June 2018 and has served as our VP/Corporate Controller sincefrom November 2015.2015 to May 2016. Prior to joining the company, Ms. Nelson was Vice President and Corporate Controller at AltheaDx, Inc. from July 2014 through October 2015. Previously, Ms. Nelson was Senior Director and Controller at Cadence Pharmaceuticals, Inc. (acquired by Mallinckrodt plc) from May 2012 through June 2014. Prior to that, Ms. Nelson was Director, General Accounting at Cricket Communications, Inc., a $3 billion wireless services provider, (acquired by AT&T, Inc.) from September 2008 through May 2012. Ms. Nelson began her career with KPMG LLP, holds a Bachelor’s degree in accounting and taxation from the University of Applied Sciences in Pforzheim, Germany, and is a Certified Public Accountant.

-28--29-

EXECUTIVE COMPENSATION

Processes and Procedures for Executive Compensation

Our compensation committee assists the board in discharging the board’s responsibilities relating to oversight of the compensation of our chief executive officer and our other executive officers, including reviewing and making recommendations to the board with respect to the compensation, plans, policies and programs for our chief executive officer and our other executive officers and administering our equity compensation plans for our executive officers and employees.

Our compensation committee annually reviews the compensation, plans, policies and programs for our chief executive officer and our other executive officers. In connection therewith, our compensation committee considers, among other things, each executive officer’s performance in light of established individual and corporate goals and objectives and the recommendations of our chief executive officer. In particular, our compensation committee considers the recommendations of our chief executive officer when reviewing base salary and incentive performance compensation levels of our executive officers and when setting specific individual and corporate performance targets under our annual incentive bonus plan for our executive officers. Our chief executive officer has no input and is not present during voting or deliberations about his compensation. Our compensation committee may delegate its authority to a subcommittee, but it may not delegate any power or authority required by agreement, law, regulation or listing standard to be exercised by the compensation committee as a whole.

Our compensation committee engaged Mercer, an independent compensation consultant, to provide information, recommendations and other advice relating to director and executive compensation on an ongoing basis. Mercer served and continues to serve at the discretion of our compensation committee.

Summary Compensation Table

The following table provides information regarding the compensation of our chief executive officer, and each of the next two most highly compensated executive officers during 2019,2020, together referred to as our “named executive officers,” for 20192020 and 2018,2019, as applicable.

-30-

-29-

In connection with completing the completion of our initial public offering, on July 27, 2015, our board of directorsMerger, the company also assumed 172,420 RSUs granted options to purchase shares of our common stock and restricted stock units representing the right to acquire shares of our common stock to each restricted stock unit that becomes vested to Drs. Soon-Shiong and Simon, pursuantMr. Adcock prior to the terms of their respective executive employment agreements. Dr. Soon-Shiong was granted an option to purchase 900,000 shares of our common stock at an exercise price of $25.00 per share and 600,000 restricted stock units. Dr. Simon was granted an option to purchase 555,450 shares of our common stock at an exercise price of $25.00 per share and 370,300 restricted stock units. 50%Merger. The RSUs vest as follows: five percent (5%) of the shares underlying each172,420 RSUs (rounded down to the nearest whole share) will vest on September 9, 2021; five percent (5%) of the aforementioned equity awards were vested asRSUs (rounded down to the nearest whole share) will vest on the earlier of (A) December 31, 2022 and (B) the 60th day following approval by the FDA of a BLA or equivalent application for approval of Anktiva for use in the treatment of non-muscle invasive bladder cancer; twenty percent (20%) of the grant dateRSUs (rounded down to the nearest whole share) will vest on December 31, 2023; twenty percent (20%) of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2024; twenty percent (20%) of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2025; and the remaining 50% vestedRSUs will vest on July 27, 2016 and are subject to the terms of our 2015 Equity Incentive Plan, or the 2015 Plan. In connection with their respective equity grants, each of Drs. Soon-Shiong and Simon entered into a standard form of option agreement and restricted stock unit agreement under our 2015 Plan.December 31, 2026.

Executive Employment Agreements and Arrangements

Patrick Soon-Shiong

In July 2015, we entered into an amended and restated executive employment agreement with Dr. Soon-Shiong pursuant to which he agreed to continue to serve as our Chief Executive Officer and Chairman of the board of directors in consideration for an annual base salary of initially $1.00 and eligibility to participate in any benefit programs and receive any perquisites and other benefits that we make available to our senior executives. Dr. Soon-Shiong’s current annual base salary isas Chief Executive Officer of the company was $636,000. As described above, a portion of Dr. Soon-Shiong’s salary and benefits earned in 2019 was charged-back to an affiliated entity through our shared services agreement with NantWorks. Dr. Soon-Shiong’s employment agreement is for no particular term and provides for “at will” employment, provided that, if we terminate Dr. Soon-Shiong without “cause” (as such term is defined in Dr. Soon-Shiong’s employment agreement), we must provide him with sixty (60) days’ notice.

Pursuant to Dr. Soon-Shiong’s employment agreement and in consideration of Dr. Soon-Shiong’s appointment as Chief Executive Officer, on March 24, 2015, we granted to Dr. Soon-Shiong the following equity awards:

In addition, under the terms of Dr. Soon-Shiong’s employment agreement, in connection with the completion of our initial public offering, on July 27, 2015, we granted to Dr. Soon-Shiong the following equity awards, pursuant to the terms and conditions of our 2015 Equity Incentive Plan:

50% of the shares underlying each of the aforementioned equity awards were vested as of the grant date and the remaining 50% vested on July 27, 2016.

Pursuant to Dr. Soon-Shiong’s employment agreement, if we terminate the employment of Dr. Soon-Shiong without “cause” or Dr. Soon-Shiong resigns for “good reason” (as such terms are defined in Dr. Soon-Shiong’s employment agreement), all of Dr. Soon-Shiong’s then-outstanding equity awards will fully vest and become exercisable, notwithstanding any time-based or milestone-based conditions or restrictions.

-30--32-

In the event any payment to Dr. Soon-Shiong would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (as a result of a payment being classified as a parachute payment under Section 280G), Dr. Soon-Shiong will receive an additional cash payment from us to make such excise tax tax-neutral to Dr. Soon-Shiong.

In October 2020, Dr. Soon-Shiong became Executive Chairman of the board of directors and was succeeded in his role of Chief Executive Officer by Richard Adcock. Dr. Soon-Shiong no longer receives cash compensation as Chief Executive Officer of the company.

Richard Adcock

On October 20, 2020, we entered into an offer letter with Mr. Adcock pursuant to which he agreed to serve as our Chief Executive Officer in consideration for an annual base salary of $750,000. Mr. Adcock will be eligible to participate in the annual discretionary bonus plan. The discretionary target bonus will be equal to 50% of his annual base salary (i.e. $375,000 annually) prorated to reflect the partial year of his employment with the company during 2020, and he is guaranteed a bonus for calendar year 2021 of at least 50% of his discretionary target bonus (i.e. $187,500). Mr. Adcock must remain employed through the date any bonus is actually paid in order to earn such bonus.

In connection with Mr. Adcock’s employment with us, in February 2021 our board of directors granted him an option to purchase 750,000 options (the “Option Grant”). The Option Grant will vest and become exercisable as follows: one-third (250,000) of the shares subject to the Option Grant shall vest in equal annual installments on each of the first, second and third anniversaries of February 5, 2021 (the “Vesting Commencement Date”), such that all shares shall be fully vested on the third anniversary of the Vesting Commencement Date, subject to Mr. Adcock remaining in “Continuous Service” (as defined in the company’s 2015 Equity Incentive Plan) through the applicable vesting dates. Mr. Adcock was also granted (i) 150,000 RSUs that were immediately fully vested on February 5, 2021, and (ii) 250,000 RSUs that vest as follows: one-third (83,333) of the shares subject to the RSU award shall vest in equal annual installments on each of the first and second anniversaries of the Vesting Commencement Date and 83,334 of the shares shall vest on the third anniversary of the Vesting Commencement Date, such that all shares shall be fully vested on the third anniversary of the Vesting Commencement Date, subject to Mr. Adcock remaining in “Continuous Service” (as defined in the company’s 2015 Equity Incentive Plan) through the applicable vesting dates.

In connection with completing the Merger, the company also assumed 172,420 RSUs granted to Mr. Adcock prior to the Merger. The RSUs vest as follows: five percent (5%) of the 172,420 RSUs (rounded down to the nearest whole share) will vest on September 9, 2021; five percent (5%) of the RSUs (rounded down to the nearest whole share) will vest on the earlier of (A) December 31, 2022 and (B) the 60th day following approval by the FDA of a BLA or equivalent application for approval of Anktiva for use in the treatment of non-muscle invasive bladder cancer; twenty percent (20%) of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2023; twenty percent (20%) of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2024; twenty percent (20%) of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2025; and the remaining RSUs will vest on December 31, 2026.

In addition, if Mr. Adcock’s employment is terminated without Cause (as such term is defined in Mr. Adcock’s offer letter), Mr. Adcock will receive a single cash payment equal to twelve (12) months of his then-current annual base salary (i.e., $750,000), less all applicable federal, state, and local withholdings and deductions within 2.5 months following the date on which termination occurs, contingent on if he timely signs and does not revoke a release of claims in the company’s favor.

Mr. Adcock will also be eligible to participate in any regular health insurance, retirement, and other benefit plans established by the company from time to time. The company will also reimburse the costs associated with Mr. Adcock’s two current life insurance policies (which equal approximately $30,000 annually in the aggregate).

-33-

Barry J. Simon

On January 1, 2015, we entered into an executive employment agreement with Dr. Simon pursuant to which he agreed to continue to serve as our President and Chief Executive Officer and as a member of our board of directors in consideration for an annual base salary of $395,000, which was subject to increases of at least 6% annually. In May 2018, we and Dr. Simon entered into a letter agreement pursuant to which the parties agreed that, notwithstanding the terms of Dr. Simon’s executive employment agreement, beginning with fiscal year 2018, our compensation committee has discretion to determine the annual increase of Dr. Simon’s base salary. In addition, under Dr. Simon’s executive employment agreement, Dr. Simon is eligible, to receive an annual performance bonus with the target amount determined as 45% of Dr. Simon’s annual base salary, and is eligible to participate in any benefit programs and receive any perquisites and other benefits that we make available to our senior executives. Dr. Simon’s current annual base salary is $452,698. Dr. Simon’s employment agreement is for no particular term and provides for “at will” employment, subject to certain severance provisions as described below.

Dr. Simon’s employment agreement provides that we shall reimburse him for all reasonable travel, entertainment and other expenses incurred or paid by him in connection to his duties to us in accordance with our standard policies and procedures, provided that he will be entitled to reimbursement for business class airfare on domestic flights exceeding three (3) hours and first class airfare on all foreign flights. Dr. Simon is also entitled to “piggyback” registration rights in connection with any subsequent public offering or secondary offering of our common stock.

Under the terms of Dr. Simon’s employment agreement, in connection with the completion of our initial public offering, on July 27, 2015, we granted to Dr. Simon the following equity awards, pursuant to the terms and conditions of our 2015 Equity Incentive Plan:

50% of the shares underlying each of the aforementioned equity awards were vested as of the grant date and the remaining 50% vested on July 27, 2016.

Dr. Simon’s employment agreement provides that, beginning in 2016, Dr. Simon is eligible to receive additional annual equity grants as determined by our board of directors or its compensation committee. The annual equity grants to Dr. Simon will have a target value as of the grant date such that the sum of the aggregate target value of such annual equity grants, plus the value of Dr. Simon’s base salary and annual bonus at target, result in a total direct annual compensation opportunity for Dr. Simon of no less than $1,200,000 per year.

Dr. Simon’s employment agreement provides that, so long as Dr. Simon remains our employee, he will serve as a member of our board of directors for so long as our common stock is not publicly traded, and, following the date our common stock became publicly traded, subject to any requirements of applicable law, Dr. Simon will be nominated to be a member of our board of directors at each annual stockholder meeting by our board of directors. If Dr. Simon’s employment with us is terminated for any reason, his membership on our board of directors will also terminate, unless otherwise agreed in writing by us and Dr. Simon.

Pursuant to Dr. Simon’s employment agreement, if we terminate the employment of Dr. Simon other than for death, “disability,” or “cause” or Dr. Simon resigns for “good reason” (as such terms are defined in Dr. Simon’s employment agreement), and, within sixty (60) days following his termination, Dr. Simon executes a release of claims in our favor and a mutualnon-disparagement agreement with a three (3) year term, Dr. Simon

-34-

is entitled to receive (i) any unpaid annual bonus with respect to the calendar year ending on or preceding the date of termination, which will be payable at the time such bonuses would have been paid if Dr. Simon were still employed with us, (ii) a lump sum payment equal to two (2) times the sum of (A) Dr. Simon’s base salary as in effect on the date of termination, plus (B) the highest of (x) Dr. Simon’s annual bonus paid for the year preceding the year of termination, (y) Dr. Simon’s annual bonus paid at target for the year in which the termination occurs, and (z) Dr. Simon’s base salary in effect at the time of termination, (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for Dr. Simon and his respective dependents for up to eighteen (18) months, (iv) with respect to Dr. Simon’s stock option to purchase 370,300 shares of our common stock granted on December 18, 2014, or the Existing Equity Award, all shares subject to the Existing Equity Award will fully vest and become exercisable, and the Existing Equity Award will remain outstanding and exercisable (to the extent not already exercised) for a period of three (3) years measured from the date of Dr. Simon’s termination of

-31-

base salary upon achievement of performance objectives to be determined by our board of directors in its sole discretion. Ms. Nelson’s current annual base salary is $350,000.$367,500. Ms. Nelson is also eligible to participate in the employee benefit plans sponsored by us of general applicability to other of our senior executives. In connection with Ms. Nelson’s potential relocation to the Los Angeles metropolitan area, Ms. Nelson was eligible to receive reimbursement for reasonable moving and travel costs up to an aggregate of $15,000 and for temporary housing for up to four (4) months.

In connection with her appointment as our Chief Financial Officer, Ms. Nelson received an award of restricted stock units to acquire 40,000 shares of our common stock, pursuant to the 2015 Equity Incentive Plan. The shares subject to the restricted stock unit award are scheduled to vest as follows, subject to Ms. Nelson’s continued service through each applicable vesting date: twenty five percent (25%) of the restricted stock units subject to the award shall vest twelve (12) months following the vesting commencement date on the same day of the month as the vesting commencement date, and the remaining seventy five percent (75%) of the restricted stock units subject to the award shall vest annually in equal installments thereafter on the same day of the month as the vesting commencement date.

On December 23, 2020, we entered into a side letter with Ms. Nelson with regard to her severance with the company (the “Nelson Side Letter”). The offer letter agreement alsoNelson Side Letter provides benefits in connection with a termination of Ms. Nelson’s employment under specified circumstances. Under the terms of the offer letter agreement,that if we terminate Ms. Nelson’s employment without “cause”, Ms. Nelson will be entitled to a receive a lump sum payment equal to six (6)twelve (12) months of her then-current base salary less applicable withholdings, subject to her timely execution andnon-revocation of a release of claims in a form reasonably satisfactory to us.

David Sachs

-32-

determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on the shares subject to such award will lapse, all performance goals or other vesting criteria applicable to the shares subject to such award will be deemed achieved at 100% of target levels and all of the shares subject to such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time.

2014 Equity Incentive Plan

Our 2014 Executive Incentive Plan, or the 2014 Plan, provides that in the event of a merger or change in control, as defined in the 2014 Plan, each then outstanding option and stock appreciation right will automatically become fully vested, all restricted shares then outstanding will automatically fully vest free of restrictions, and each other award granted under the 2014 Plan that is then outstanding will automatically become vested and payable to the holder of such award unless the administrator has made appropriate provision for the substitution, assumption, exchange or other continuation of the award pursuant to the change in control. Notwithstanding the foregoing, the administrator, in its sole and absolute discretion, may choose (in an award agreement or otherwise) to provide for full or partial accelerated vesting of any award upon a change in control (or upon any other event or other circumstance related to the change in control, such as an involuntary termination of employment occurring after such change in control, as the administrator may determine), irrespective of whether such any such award has been substituted, assumed, exchanged or otherwise continued pursuant to the change in control.

Any award that has been accelerated in connection with a change in control pursuant to the preceding paragraph will terminate upon such event, subject to any provision made by the administrator for the survival, substitution, assumption, exchange, or other continuation of such award. Holders of options and stock appreciation rights will be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise their outstanding awards. The administrator may make provision for payment in cash or property or both in respect of awards terminated in connection with a change in control.

For the purposes of clarity, the Merger was not considered a Change in Control under the 2015 Plan or the 2014 Plan.

-37-

Outstanding Equity Awards at 20192020 FiscalYear-End

The following table sets forth certain information concerning outstanding equity awards for our named executive officers at December 31, 2019:2020:

-33-

deferrals are 100% vested when contributed.Pre-tax andafter-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The company, in its sole discretion, may make certain contributions to the 401(K) plan. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code. As atax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions, if any, are deductible by us when made.

Equity Compensation Plan Information

The following table summarizes information about our equity compensation plans as of December 31, 2019.2020. All outstanding option awards relate to our common stock.

-34-

Potential Recoupment of Compensation Due to Misconduct

In August 2019, the board of directors adopted a clawback policy. All equity andnon-equity incentive plan compensation granted by the company in 2019 and thereafter is subject to this clawback policy. The policy provides that if an accounting restatement is required due to the company’s materialnon-compliance with any accounting requirements, then all of the company’s executive officers, regardless of whether they were at fault or not in the circumstances leading to the restatement, will be subject to forfeiting any excess in the incentive compensation they earned over the prior three years over what they would have earned if there had not been a materialnon-compliance in the financial statements.

-35--40-

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Person Transactions

The following is a summary of transactions since January 1, 20182019 to which we have been, or plan to be, a party in which the annual amount involved exceeded, or is expected to exceed, $120,000 and in which any of our executive officers, directors, promoters or beneficial holders of more than 5% of our capital stock had or will have a direct or indirect material interest, other than compensation arrangements which are described under the section of this proxy statement titled “Executive Compensation.” For information regarding Cambridge Equities, LP, or Cambridge, including the basis of control and the percentage of voting securities owned, please see “Security Ownership of Certain Beneficial Owners and Management.”

Cambridge Investment

On December 23, 2014, we entered into a subscription and investment agreement, or the Cambridge Subscription Agreement, a registration rights agreement, or the Cambridge Registration Rights Agreement, and a reclassification agreement, or the Reclassification Agreement, with Cambridge, relating to the private placement of our Class A common stock. In the private placement, we issued to Cambridge an aggregate of 25,191,473 shares of Class A common stock at a price of $1.89 per share. We received aggregate gross proceeds of $47.5 million from Cambridge’s investment. Patrick Soon-Shiong, M.D., our Chairman and Chief Executive Officer,Chairman, controls the entity that is the general partner of Cambridge, which beneficially owns approximately 41.19%68.32% of our common stock as of April 16, 2020.23, 2021.

Cambridge agreed in the Cambridge Subscription Agreement that, until the earlier of the consummation of our IPO and December 23, 2015, neither it nor any of its affiliates shall acquire, including by way of the acquisition of control of another entity, beneficial ownership of any shares of our common stock which, when aggregated with all of the other shares of our common stock beneficially owned by Cambridge and its affiliates, would cause the total number of shares of our common stock beneficially owned by Cambridge and its affiliates to exceed 49.9% of our outstanding shares of common stock. The Cambridge Subscription Agreement was amended pursuant to a letter agreement dated January 20, 2015, to remove the limitation on Class A common stock beneficially owned by Cambridge in exchange for Cambridge agreeing to vote its shares in favor of certain matters approved by a majority of our board of directors.

On June 18, 2015, we entered into a letter agreement with Cambridge, which we refer to as the Cambridge Nominating Agreement. Pursuant to the Cambridge Nominating Agreement, Cambridge shall have the right to designate one director to our board of directors for so long as Cambridge and/or its affiliates directly own more than 20% of the issued and outstanding shares of our common stock, subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions. Dr. Soon-Shiong, who controls the entity that is the general partner of Cambridge and has the sole power to vote or direct to vote and the sole power to dispose or direct the disposition, was selected by Cambridge to hold this board seat. The Cambridge director nominee shall be nominated and recommended for election by our board of directors or other duly authorized committee, subject to any applicable limitations imposed by the DGCL, the Board of Directors’ fiduciary duties to our stockholders and any other applicable law. Cambridge’s right to have a designee nominated or appointed to serve on our board of directors shall automatically terminate whenever Cambridge owns less than 20% of our issued and outstanding shares of common stock.

Pursuant to the Reclassification Agreement, we agreed together with Cambridge, Bio IP Ventures, LLC, and Bonderman Family Limited Partnership subject to the effectiveness of certain transactions, to take all necessary actions and to vote such shares necessary to convert all of our issued and outstanding shares of Series B preferred stock into Class A common stock, all of our issued and outstanding Series C preferred stock into Class B common stock, and to reclassify all of our Series B preferred stock, Series C preferred stock and Class B common stock into our Class A common stock by filing an amendment to our certificate of incorporation.

-41-

Cambridge Registration Rights

Under the terms of the Cambridge Registration Rights Agreement, we have provided Cambridge with a right to demand registration of the shares of common stock issued under the Cambridge Subscription Agreement. We have also granted to Cambridge “piggyback” registration rights exercisable at any time that allow them to include the shares of our common stock that they own in any public offering of equity securities initiated by us for our own account or the account of others (other than those public offerings pursuant to registration statements on forms that do not permit registration for resale by them). These “piggyback” registration rights are not available with respect to any shares of our common stock held by Cambridge which are eligible for resale pursuant certain exemptions from registration under the Securities Act or that are the subject of a then-effective registration statement. Cambridge agreed to waive its registration rights with respect to our IPO in July  2015.

-36-

The following discussion of related party transactions reflects the Merger.

We conduct business with several affiliates under written agreements and informal arrangements. Below is a summary of outstanding balances and a description of significant relationships (in thousands):

Our chairmanExecutive Chairman, and chief executive officer, Dr. Soon-Shiong,principal stockholder, founded and has a controlling interest in NantWorks, LLC, or NantWorks, which is a collection of multiple companies in the healthcare and technology space. WeAs described below, we have entered into arrangements with NantWorks, and certain affiliates of NantWorks, that, taken together, we expect willto facilitate the development of new genetically modified NK cellsimmunotherapies 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 Executive Chairman.

Shared Services Agreement with NantWorks

OnUnder the NantWorks shared services agreement executed in November 10, 2015, we entered into a Shared Services Agreement with NantWorks, pursuant to whichbut effective August 2015, NantWorks provides corporate, general and administrative, manufacturing strategy, research and other support services to us and our subsidiaries: human resources and administration management; legal and compliance; finance and risk management; information technology and cloud services; facilities, procurement and travel; investor relations; manufacturing support and strategy;development, regulatory and clinical trial support and strategy, and other support services to us, effective as of August 1, 2015.services. We are charged for the services at cost plus reasonable allocation for indirect cost that related to the employees providing services. We have recorded operating expenseallocations of approximately $10.9 million for services and related costs under the Shared Services Agreement since January 1, 2018.

On June 28, 2016, we entered into an Amended and Restated Shared Services Agreement with NantWorks, or the Amended Agreement. The Amended Agreement expands the existing Shared Services Agreement with NantWorks, dated November 10, 2015, to include services provided to us and our subsidiaries by any NantWorks affiliated company. In addition, the Amended Agreement also provides for the provision of certain services by us to NantWorks and/or any of its affiliates. Under the Amended Agreement, we agreed to provide the following corporate, general and administrativeemployee benefits, facilities and other support services to NantWorks and/direct or any of its affiliates: manufacturing support and strategy; research and development; regulatory and clinical trial support and strategy; and other reasonably requested support services we may agree to perform from time to time. The Amended Agreement maintains the cost position for services at cost plus a reasonable allocation forfairly allocated indirect costs that relate to the employees providing the services. During the years ended December 31, 2020 and 2019, we recorded $6.6 million and $7.9 million, respectively, in selling, general and administrative expense, and $9.9 million and $3.6 million, respectively, in research and development expense under this arrangement on the combined consolidated statements of operations. These amounts exclude certain general and administrative expenses provided by third-party vendors directly for our benefit, which have been reimbursed to NantWorks functions as the central clearing entity for such invoicing and settlements. We billed approximately $7.5 million for services and related costsbased on those vendors’ invoiced amounts without markup by NantWorks.

In addition, under the Shared Services Agreement Amendment since January 1, 2018.existing shared services agreement with NantWorks, we can provide support services to NantWorks and/or any of its affiliates. For the years ended December 31, 2020 and 2019, we recorded expense reimbursements of $0.7 million and $1.1 million, respectively, in selling, general and administrative expense and $11.9 million and $5.1 million, respectively, in research and development expense, on the combined consolidated statements of operations.

As of December 31, 2020 and 2019, we owed NantWorks a net amount of $10.7 million and $8.1 million, respectively, for all agreements between the two affiliates, which is included in due to related parties on the

-37--43-

combined consolidated balance sheets. We also recorded $1.0 million and $0.3 million prepaid expenses for services that passed through to the company from NantWorks as of December 31, 2020 and 2019, respectively, and the amounts are included in the Facility License Agreement with NantWorksprepaid expenses and other current assets on the combined consolidated balance sheets.

In November 10, 2015, we entered into a facility license agreement with NantWorks, which became effective in May 2015, for approximately 9,500 square feet of office space in Culver City, California, which has been converted to a research and development laboratory and a cGMP laboratory. The license was effective in May 2015 and extendsmanufacturing facility. In September 2020, we amended this agreement to extend the term of this lease through December 2020. The monthly rent is $47,000 with annual increases31, 2021. Lease expense for this facility totaling $0.6 million for the years ended December 31, 2020 and 2019, respectively, was recorded in research and development expense on the combined consolidated statements of 3% beginning in January 2017. Since January 1, 2018, we incurred $1.4 million under the agreement.operations.

Assignment Agreement with NantWorks

In May 2018, we entered into an assignment agreement with NantWorks and a third-party construction firm. In conjunction with the agreement, we assigned our deposit of $0.4 million with the third-party firm to NantWorks, for which NantWorks reimbursed us. This assignment represents unutilized deposits that we had previously made with the construction company, which NantWorks could then utilize in applying such funds to their construction projects.

Clinical Trial and Research Related Agreements with Immuno-Oncology Clinic, Inc.

Beginning in 2017, we entered into multiple agreements with Immuno-Oncology Clinic, Inc., or the Clinic to conduct various clinical trials. The Clinic was formerly known as John Lee, M.D. and Leonard Sender, M.D., Inc., a professional medical corporation, dba(dba Chan Soon-Shiong Institutes for Medicine, in El Segundo, California.California), to conduct clinical trials related to certain of our product candidates. The Clinic is a related party as it is owned by one officer of NantKwestthe company and NantWorks manages the administrative operations of the Clinic. Prior to June 30, 2019, one of the company’sour officers was an investigator orsub-investigator for all of the company’sour trials conducted at the Clinic.

In July 2019, we entered into a new agreement with the Clinic (the Clinic Agreement), which superseded our existing agreements with the Clinic,became effective as ofon July 1, 2019. The new agreement,Clinic Agreement, as amended on March 31, 2020, covers clinical trial and research relatedresearch-related activities on anon-exclusive basis relating to our existing clinical trials, commenced prior to July 1, 2019, and prospective clinical trials and research projects. The new agreementClinic Agreement also specifies certain services and related costs that are excluded from the new agreement.Clinic Agreement. Prior to commencing any work under the new agreement,Clinic Agreement, the parties have agreed to execute written work orders setting forth the terms and conditions related to specific services to be performed, including financial terms. For existing clinical trials that commenced prior to July 1, 2019, fees incurred for services performed after July 1, 2019 are covered under the new agreementClinic Agreement and applied towards the below-mentioned prepayments. The initial term of the new agreement is for one year, but the agreementClinic Agreement allows for an automatic renewal and additional extensions beyond the initial term. In July 2019, we executed a clinical trial work order under the new agreement with the Clinic for an open-label, phase I study ofPD-L1.t-haNKone-year for infusion in subjects with locally advanced or metastatic solid cancers.term.

In consideration of the services to be performed under the new agreement,Clinic Agreement, as amended on March 31, 2020, we agreed to make payments of up to $7.5 million to the Clinic, of which $3.75 million and $1.875$1.88 million were paid in July 2019 and October 2019, respectively. As amended, a conditional payment of $1.875$1.88 million shall be due and payable at such time, if any, that the payments made in July 2019 and October 2019 have been earned by the Clinic through the performance of services. Under the term of the new agreement, the then outstanding balance ofOn a quarterly basis, our prepayment shall beis increased on a quarterly basis by an interest credit computed in accordance with terms specified in the new agreement.Clinic Agreement.

To the extent any portion of the prepayments remain unearned by the Clinic on the third anniversary of the new agreement,Clinic Agreement, we may elect at our sole discretion either to (i) not extend the term of the new agreementClinic Agreement and have the Clinic reimburse us for the total amount of any remaining unused portion of the prepayments, or (ii) extend the term of the new agreementClinic Agreement for up to three additional one year periods, at which time the Clinic will reimburse us for the total amount of any remaining unused portion of the prepayments plus interest if reimbursement is not made within 60 days of expiration. The Clinic may terminate this agreement upon each anniversary date upon sixty (60) days prior written notice and reimbursement in full to us of any outstanding unearned balance of the prepayments, provided that any such termination by the Clinic will not apply with respect to any work orders still in effect at the time of such termination.

Since January 1, 2018,In July 2019, we have made payments totaling $8.9 million related toexecuted a clinical trial work order under the Clinic Agreement for an open-label, phase I study of PD-L1.t-haNK for infusion in subjects with locally advanced or metastatic solid cancers. In July 2020, but effective on June 22, 2020, we executed a clinical trial work order under our agreementsexisting master agreement with the Clinic for an open-label, randomized, comparative phase II study of which $3.9our proprietary IL-15 superagonist

-44-

(N-803) and Aldoxorubicin Hydrochloride (Aldoxorubicin) and our PD-L1.t-haNK with standard-of-care chemotherapy versus standard-of-care chemotherapy for first and second-line treatment of locally or advanced metastatic pancreatic cancer.

During the years ended December 31, 2020 and 2019, $0.6 million has been expensed and $5.0$1.1 million, represents a prepaymentrespectively, was recognized in research and development expense on the combined consolidated statements of operations related to clinical trial and research-related activities conducted for us by the Clinic. As of December 31, 2020 and 2019, we owed the Clinic $0.3 million and $0.1 million, respectively, for services to be performed byexcluded from the Clinic asAgreement, which are included in due to related parties on the combined consolidated balance sheets. As of MarchDecember 31, 2020.2020 and 2019, we had prepaid balances related to the Clinic Agreement of $4.7 million and $5.1 million, respectively, which are included in prepaid expenses and other currents assets, and other assets, on the combined consolidated balance sheets. We anticipate that the remaining prepayment amount as of December 31, 2020 will be utilized in future periods as the Clinic provides additional services pursuant to the new agreement.Clinic Agreement.

Cost Allocation Agreement with ImmunityBio, Inc.

In January 2020,During April 2021, we entered into a Cost Allocation Agreement, or the Agreement, with ImmunityBio, Inc. and its subsidiaries, or ImmunityBio. The Agreement was effective as of October 1, 2019. ImmunityBio is a related party, as it is an affiliate of NantWorks. Simultaneously, we and ImmunityBio entered into Work Order Number Oneexecuted two additional work orders under the Clinic Agreement. Under the Agreement and Work

-38-

In August 2018, we entered into a supply agreement with NantCancerStemCell, LLC, or NCSC, a 60% owned subsidiary of NantBio (with the other 40% owned by Sorrento). Under this agreement, we agreed to supply VivaBioCell’s proprietary GMP-in-a-Box bioreactors and related consumables, made according to specifications mutually agreed to with both companies. The agreement has an initial term of five years and renews automatically for successive one-year term unless terminated by either party in the event of material default upon prior written notice of such default and the failure of the defaulting party to remedy the default within 30 days of the delivery of such notice, or upon 90 days’ prior written notice by NCSC. We recognized $0 and $0.5 million of revenue for gas mixers and consumables delivered during the years ended December 31, 2020 and 2019, respectively. We also recorded $0.4 million and $0.3 million deferred revenue for bioreactors that were delivered but not installed as of December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, we recorded $0.9 million and $0.9 million, respectively, due to related party related to this agreement.

In 2018, we entered into a shared service agreement, pursuant to which, we are charged for services at cost, without mark-up or profit for NantBio, but including reasonable allocations of employee benefits that relate to the employees providing the services. In April 2019, we agreed with NantBio to transfer 67 NantBio employees and associated research and development projects, comprising the majority of NantBio’s business, to the company. After the transfer, NantBio continued to make payments on our behalf for certain employee benefits and vendor costs related to the research and development projects that were transferred to the company. In addition, we settled certain employee bonuses and benefits that were accrued by NantBio for 2018. As of December 31, 2020 and 2019, we recorded a net $1.3 million receivable from NantBio, which included $1.0 million receivable for employee bonuses and $0.3 million receivable from NantBio for vendor costs we paid on behalf of NantBio.

NantOmics

In June 2019, we made a strategic decision and transferred certain employees from NantOmics, LLC, or NantOmics, a related party that is controlled by our Executive Chairman, to the company. After the transfer, we settled certain employee bonuses and benefits that were accrued by NantOmics for 2020 and recorded $0.6 million receivable from NantOmics as of December 31, 2020 and 2019.

605 Doug St, LLC

In September 2016, we entered into a lease agreement with 605 Doug St, LLC, an entity owned by our Executive Chairman, and principal stockholder, for approximately 24,250 square feet in El Segundo, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. The lease runs from July 2016 through July 2023. We have the option to extend the lease for an additional three-year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017. Lease expense for this facility for the years ended December 31, 2020 and 2019, is recorded in research and development expense on the combined consolidated statements of operations and was $0.9 million and $0.9 million, respectively. As of December 31, 2020 and 2019, there were no balances due between the parties.

605 Nash, LLC

In February 2021, but effective on January 1, 2021, we entered into a lease agreement with 605 Nash, LLC, whereby we leased approximately 6,883 square feet in El Segundo, California. 605 Nash, LLC is a related party, as it is owned by our Executive Chairman, Dr. Patrick Soon-Shiong. This facility is used primarily for pharmaceutical development and manufacturing purposes. The lease runs from January 2021 through December 2027, and includes an option to extend the lease for an additional three-year term through December 2030. Base rent for the term of the lease is approximately $20,300 per month with an annual increase of 3% on January 1 of each year during the initial term and, if applicable, during the option term. In addition, under the agreement, we are required to pay our share of estimated property taxes and operating expenses, both of which are variable lease expenses.

-46-

Duley Road, LLC

In February 2017, Altor through its wholly-owned subsidiary entered into a lease agreement with Duley Road, LLC, or Duley Road, a related party that is indirectly controlled by our Executive Chairman, for an office and cGMP manufacturing facility in El Segundo, California. As of December 31, 2020 and 2019, we recorded rent payable to Duley Road of $1.0 million and $0.3 million, respectively, which is included in due to related parties on the combined consolidated balance sheets. For the years ended December 31, 2020 and 2019, we recorded rent expense of $0.7 million and $0.1 million, respectively, which is reflected in research and development expense on the combined consolidated statements of operations.

Effective in January 2019, we entered into two lease agreements with Duley Road for a second building located in El Segundo, California. The first lease is for the first four (4) yearsfloor of funding under the five year agreement. Since January 1, 2018,building with approximately 5,650 square feet. The lease has a 7-year term commencing in September 2019. The second lease is for the second floor of the building with approximately 6,488 square feet. The lease has a seven-year term commencing in July 2019. Both floors of the building are used for research and development and office space. We have options to extend the initial terms of both leases for two consecutive five-year periods through 2036. The annual rent of the two leases is $0.4 million, which will increase at a rate of 3% per year. As of December 31, 2020 and 2019, we recorded $1.4$0.7 million under this agreement.and $1.5 million leasehold improvement payable and $1.1 million and $0.2 million of lease-related payables to Duley Road, which were included in due to related parties on the combined consolidated balance sheets. For the years ended December 31, 2020 and 2019, we recorded $0.3 million and $0.1 million of rent expense for the two leases, respectively, which is included in research and development expense on the combined consolidated statements of operations. The total security deposits for the leases amounted to $0.1 million as of December 31, 2020 and 2019, which are included in other assets on the combined consolidated balance sheets.

Services Agreement with NantHealth Labs, Inc.

In March 2018, we entered into an agreement with NantHealth Labs, Inc., or NantHealth Labs, to obtain blood-based tumor profiling services. NantHealth Labs is a related party, as it is a wholly ownedwholly-owned subsidiary of NantHealth, Inc., a majority ownedmajority-owned subsidiary of NantWorks. We are obligated to pay NantHealth Labs fixed,per-patient fees. The agreement has an initial term of five years and renews automatically for successiveone-year periods, unless terminated earlier. Since January 1, 2018, we incurred $0.4 million underDuring the years ended December 31, 2019, $10,000 was recognized in research and development expense on the combined consolidated statements of operations. There were no expenses associated with this agreement.

Genomicagreement during the year ended December 31, 2020. As of December 31, 2020 and Proteomic Services Agreement with NantOmics, LLC2019, no balances were due between the parties.

In June 2015, we2018, one of our subsidiaries, Altor, entered into ana service agreement as amended in May 2018, with NantOmics, LLC, or NantOmics,NantHealth Labs, pursuant to which, is an affiliate of NantWorks,NantHealth Labs agreed to obtain genomic sequencing and proteomic analysis services, as well as related data management and bioinformatics services, exclusively from NantOmics. We will have rights to use the data and results generated from NantOmics’perform blood-based mutation detection test services in connection with the performance of the particular oncology trial with respect to which the services were performed, but NantOmics will own the dataAltor’s clinical trials for cancer treatments and results, as well as any other intellectual property it creates in performing these services for us. We are obligated to pay NantOmics a fixed, per sample fee, determined based on the type of services being provided.therapies. The agreement hashad an initial term of fivetwo years and renews automatically for successiveone-year periods unless terminated earlier. During the year ended December 31, 2020 and 2019, Altor incurred $0 and $0.3 million in research and development expense in connection to this service agreement.

NantPharma

In 2018, Altor BioScience, LLC and GlobeImmune purchased a total of $0.2 million in laboratory equipment from NantPharma. As of December 31, 2020 and 2019, we recorded a $0.2 million related party payable to NantPharma for the unpaid invoices.

Related Party Notes Payable

In October 2015, we executed a demand promissory note with CalCap, a personal investment vehicle of our Executive Chairman and a related party. The note bears interest at a per annum rate of 5.0%, compounded

-47-

annually and computed on the basis of 365 or 366 days. The note also provided that we may prepay the outstanding principal amount at any time without premium or penalty and the prior consent of CalCap. The note also contained a provision that all outstanding amounts will become immediately due and payable upon certain bankruptcy and insolvency-related events. The principal amount of advances made by usthe related party pursuant to these notes totaled $22.4 million as of January 1, 2019. The total interest outstanding on this note amounted to $3.4 million as of January 1, 2019, and is included in related party notes payable on the combined consolidated balance sheets.

In March 2019, we repaid $22.5 million under the promissory note with CalCap, including $18.8 million of principal and $3.7 million of accrued interest. On June 28, 2019, we extinguished the remaining principal amount under the note payable of $3.7 million and accrued interest of $40,000 by partially offsetting the cash proceeds of approximately $6.7 million from the issuance of 2,074,799 shares of common stock as a result of warrants exercised by our Executive Chairman.

In December 2015, we executed a demand promissory note with NantCapital. The note bears interest at a per annum rate of 5.0%, compounded annually and computed on the basis of 365 or NantOmics. Either company has366 days. In January 2019, we repaid $15.0 million under the rightpromissory note with NantCapital, including $12.1 million of principal and $2.9 million of accrued interest. In May 2019, we borrowed $10.5 million from NantCapital. In June 2019, we deducted the principal of $2.4 million and accrued interest of $0.6 million to terminateNantCapital, which is to offset the agreementissuance of common stock as a result of warrant exercised by our Executive Chairman. In June 2019 and December 2019, we borrowed $8.0 million and $5.0 million from NantCapital, respectively. In July 2020 and August 2020, we borrowed $10.0 million and $3.7 million from NantCapital, respectively. The principal amount of advances made by the related party pursuant to these notes totaled $55.2 million and $41.5 million as of December 31, 2020 and 2019, respectively. The total interest outstanding on this note amounted to $3.3 million and $0.9 million as of December 31, 2020 and 2019, respectively, and was included in related party notes payable on the combined consolidated balance sheets. In July 2020, this note was amended and restated to provide that all outstanding principal and accrued and unpaid interest is due and payable on September 30, 2025, and not on demand.

In June 2017, we executed a demand promissory note with NantWorks. The note bears interest at a per annum rate of 5.0%, compounded annually and computed on the basis of 365 or 366 days. The outstanding principal amount, plus accrued and unpaid interest, may be made immediately due and payable on demand by NantWorks. We may prepay the outstanding principal amount at any time without premium or penalty and the prior consent of NantWorks. All outstanding amounts under the note will also become immediately due and payable upon certain bankruptcy and insolvency-related events. The principal amount of advances made by the related party pursuant to these notes totaled $43.4 million as of December 31, 2020 and 2019, respectively. The total interest outstanding on this note amounted to $8.1 million and $5.7 million as of December 31, 2020 and 2019, and was included in related party notes payable on the combined consolidated balance sheets. In July 2020, this note was amended and restated to provide that all outstanding principal and accrued and unpaid interest is due and payable on September 30, 2025, and not on demand.

In August 2018, we executed a demand promissory note with NCSC. The note bears interest at a per annum rate of 5.0%, compounded annually and computed on the basis of 365 or 366 days. The outstanding principal amount, plus accrued and unpaid interest, may be made immediately due and payable on demand by NCSC. We may prepay the outstanding principal amount at any time without premium or penalty and the prior consent of NCSC. All amounts outstanding under the note will also become immediately due and payable upon certain bankruptcy and insolvency-related events. The principal amount of advances made by the related party pursuant to these notes totaled $33.0 million as of December 31, 2020 and 2019. The total interest outstanding on this note amounted to $3.9 million and $2.1 million as of December 31, 2020 and 2019, respectively, and was included in related party notes payable on the combined consolidated balance sheets. In July 2020, this note was amended and restated to provide that all outstanding principal and accrued and unpaid interest is due and payable on September 30, 2025, and not on demand.

-48-

In December 2019, we executed a demand promissory note with NantMobile. The note bears interest at a per annum rate of 3.0%, compounded annually and computed on the basis of 365 or 366 days. The outstanding principal amount, plus accrued and unpaid interest, may be made immediately due and payable on demand by NantMobile. We may prepay the outstanding principal amount at any time without premium or penalty and the prior consent of NantMobile. All amounts outstanding under the note will also become immediately due and payable upon certain bankruptcy and insolvency-related events. The principal amount of advances made by the related party pursuant to these notes totaled $55.0 million as of December 31, 2020 and 2019. The total interest outstanding on this note amounted to $1.7 million and $9,000, respectively, as of December 31, 2020 and 2019, and was included in related party notes payable on the combined consolidated balance sheets. In July 2020, this note was amended and restated to provide that all outstanding principal and accrued and unpaid interest is due and payable on September 30, 2025, and not on demand.

In September 2020, we executed a promissory note with NantCapital for convenience on ninety (90) days prior written notice, or in the event there is a material, uncured breachan advance of the agreementprincipal amount of $50.0 million. The note bears interest at a per annum rate of 6.0%, compounded annually and computed on the basis of 365 or 366 days. The outstanding principal and accrued and unpaid interest are due and payable on September 30, 2025. The total interest outstanding on this note amounted to $0.8 million as of December 31, 2020, and was included in related party notes payable on the combined consolidated balance sheets.

In February 2021, we executed a promissory note with NantCapital. The outstanding principal amount of each advance made by NantCapital bears interest at a per annum rate of 6.0%, compounded annually and computed based on 365 or 366 days. On February 26, 2021, we received a $40 million advance pursuant to this promissory note. The accrued interest shall be paid quarterly commencing on June 30, 2021. The outstanding principal amount and any accrued and unpaid interest are due on September 30, 2025. We may prepay the other party. Since January 1, 2018, we incurred $0.3  million under this agreement.outstanding principal amount and accrued interest at any time without premium or penalty and the prior consent of NantCapital.

None of the promissory notes have equity or equity-linked convertible rights.

Indemnification of Officers and Directors

We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our amended and restated certificate of incorporation and amended and restated bylaws require us to indemnify our directors, executive officers and certain controlling persons to the fullest extent permitted by Delaware law.

Related Party Transactions Policy

We have adopted a written Related Party Transactions Policy that sets forth our policies and procedures regarding the identification, review, consideration, approval and oversight of “related party transactions.” For purposes of our policy only, a “related party transaction” is a past, present, or future transaction, arrangement or relationship (or any series of similar transactions,

-40-

Under the policy, where a transaction has been identified as a related party transaction, management must present information regarding the proposed related party transaction to our related party transactions committee for review and approval during its first regularly scheduled committee meeting. In considering related party transactions, our related party transactions committee takes into account the relevant available facts and circumstances including, but not limited to whether the terms of such transaction are no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval process.

-41-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of April 16, 202023, 2021 by:

The percentage ownership information shown in the table is based on an aggregate of 98,498,432383,067,321 outstanding shares of our common stock outstanding as of April 16, 2020.23, 2021.

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options and warrants that are either immediately exercisable or exercisable on or before June 15, 2020,22, 2021, which is sixty (60) days after April 16, 2020.23, 2021. These awards are deemed to be outstanding and beneficially owned by the person holding those awards for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.