UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THEof the

SECURITIES EXCHANGE ACT OFSecurities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

ImmunityBio, Inc.

(Name of Registrant as Specified In Itsin its Charter)

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

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

2040 E. Mariposa Avenue

El Segundo, California 90245

(310) 883-1300

To our Stockholders:

We are pleased to invite you to attend the 2022 annual meeting of stockholders (the Annual Meeting) of ImmunityBio, Inc., to be held on Thursday,Tuesday, June 10, 202114, 2022 at 9:30 a.m. Pacific Time, or at any adjournment or postponement thereof. The annual meetingAnnual Meeting will be a virtual meeting of stockholders. You are invited to attend and vote your shares at the annual meetingAnnual Meeting live via internetInternet webcast so long as you register to attend the annual meetingAnnual Meeting at www.proxydocs.com/IBRX by 5:00 p.m. Pacific Time on June 8, 202110, 2022 (the “Registration Deadline”)Registration Deadline). Questions will need to be submitted prior to the Annual Meeting. To submit questions, please visit www.proxydocs.com/IBRX.IBRX. You will not be able to attend the annual meetingAnnual Meeting in person.

Details regarding howWe have also elected to attendprovide access to our proxy materials over the annual meeting live via webcastInternet under the United States Securities and Exchange Commission’s (SEC) “notice and access” rules. We believe these rules allow us to provide you with the information you need while reducing our delivery costs and the environmental impact of the Annual Meeting. The board of directors (Board) has fixed the close of business on April 18, 2022 as the record date (Record Date) for the determination of stockholders entitled to be conductednotice of, and to vote at, the annual meeting are more fully described in the accompanyingAnnual Meeting and at any adjournment or postponement thereof. Our notice of annual meetingproxy materials accessibility was first sent or given on April 29, 2022 to all stockholders as of stockholders and proxy statement.the Record Date.

Your vote is important. Regardless of whetherWhether or not you planexpect to attend the annual meetingAnnual Meeting via live via webcast, it is important thatplease vote at your shares be represented and voted at the annual meeting, and we hope you will vote as soon as possible.earliest convenience. You may vote by proxy viaover the Internet, by telephone or, if you request to receive printed proxy materials, by mail, according to the instructions on the enclosedmailing a proxy card or voting instruction card. Voting overYou may also vote your shares during the Internet or by telephone, by writtenAnnual Meeting. Submitting your proxy orin advance of the Annual Meeting will not prevent you from voting instruction card will ensure your representationshares at the annual meeting regardlessAnnual Meeting, as your proxy is revocable at your option as described in the proxy statement accompanying this notice. Please review the instructions regarding each of whetheryour voting options described in the proxy statement, as well as in the Notice of Internet Availability of Proxy Materials or proxy card you attendreceived by mail.

Important Notice Regarding the annual meeting.Availability of Proxy Materials for the Annual Meeting: The accompanying proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021 (Annual Report) are available to view and download at www.proxydocs.com/IBRX.

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

Sincerely,

Richard Adcock

Chief Executive Officer and President

El Segundo, California

April 29, 20212022

The date of this proxy statement is April 29, 2021, and is being mailed to stockholders on or about May 5, 2021.ImmunityBio, Inc.

3530 John Hopkins Court San Diego CA 92121

Office: +1-858-633-0330    Email: info@ImmunityBio.com

IMMUNITYBIO, INC.

2040 E. Mariposa Avenue

El Segundo, California 90245

(310) 883-1300Notice of Annual Meeting of Stockholders

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Table of Contents

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IMMUNITYBIO, INC.

2040 E. Mariposa Avenue

El Segundo, California 90245

PROXY STATEMENT

ForAs a smaller reporting company for the fiscal year ended December 31, 2021, ImmunityBio is electing to comply with the scaled disclosure requirements applicable to smaller reporting companies pursuant to SEC rules for many of the items that are incorporated by reference into Part III of its Annual MeetingReport on Form 10-K. These scaled disclosure requirements include reduced disclosure about the company’s executive compensation arrangements. Please note that certain of Stockholders

the executive compensation disclosure required to be held on June 10, 2021described for a smaller reporting company is presented in tabular form for ease.

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 MEETINGQuestions 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 furnishedposted in connection with the solicitation of proxies by our board of directorsthe Board for use at the 2021 annual meeting2022 Annual Meeting of stockholdersStockholders of ImmunityBio, Inc., a Delaware corporation, and any postponements or adjournments thereof, or the annual meeting.thereof. The annual meetingAnnual Meeting will be held on Thursday,Tuesday, June 10, 202114, 2022 at 9:30 a.m. Pacific Time, via live internetInternet webcast.

Stockholders are invited to attend the annual meetingAnnual 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 2020 annual report are being mailed on or about May 5, 2021, to all stockholders entitled to vote at the annual meeting. A copy of ourthis proxy statement and our 2020 annual report2021 Annual Report are posted on www.proxydocs.com/IBRX, and are also available from the SEC on its website at https://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 each of Richard Adcock, our Chief Executive Officer and President, Jason Liljestrom, our General Counsel and Corporate Secretary, and David Sachs, and Barry J. Simonour Chief Financial Officer, to serve as proxies for the annual meeting.Annual Meeting.

What am I voting on?

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

What if other matters are properly brought before the annual meeting?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.Annual Meeting. If any other matters are properly brought before the annual meeting,Annual Meeting, the

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How does the board of directorsBoard recommend that I vote?

Our board of directorsThe Board recommends that you vote your shares:

Who may vote at the annual meeting?Annual Meeting?

Only stockholders of record as of the close of business as of the Record Date on April 23, 2021, the record date for the annual meeting, or the record date,18, 2022 are entitled to vote at the annual meeting.Annual Meeting. As of the record date,Record Date, there were 383,067,321397,953,809 shares of our common stock outstanding, held by 10988 holders of record. We do not have cumulative voting rights for the election of directors.

You are invited to attend and vote your shares at the annual meetingAnnual Meeting live via webcast so long as you register to attend the annual meetingAnnual Meeting at www.proxydocs.com/IBRX by 5:00 p.m. Pacific Time on June 8, 2021 (the “Registration Deadline”).10, 2022. You will be asked to provide the control number located inside the shaded gray box on your proxy card (the “Control Number”)Control Number) as described in the proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the annual meeting,Annual Meeting, will be emailed to you.

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the record date for the annual meeting,Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live via the internetInternet at the annual meeting.Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee. If, at the close of business on the record dateRecord Date for the annual meeting,Annual Meeting, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are beingwill be forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting.Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the voting instructions your broker, bank or other nominee provides. You are also invited to attend the annual meetingAnnual Meeting live via webcast. However, since you are not the stockholder of record, you may not vote your shares live via the internetInternet at the annual meetingAnnual Meeting unless you obtain a valid proxy from your broker, bank or other nominee.nominee prior to the Annual Meeting.

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You may vote via the Internet. To vote via the Internet, go to www.proxypush.com/IBRX to complete an electronic proxy card (have your proxy card in hand when you visit the website). You will be asked to provide the company number and control number from your proxy card. Internet voting is available 24 hours a day, 7 days a week, until 5:00 p.m. Eastern Time, on June 9, 2021.

What are broker non-votes?

Broker non-votes occur when a beneficial owner of shares held in “street name”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,”routine, but not with respect to “non-routine”non-routine matters. In the event that a broker votes shares on the “routine”routine matters but does not vote shares on the “non-routine”non-routine matters, those shares will be treated as broker non-votes with respect to the “non-routine”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.

What matters are considered “routine” and “non-routine”?

The ratification of the appointmentselection of Ernst & Young LLP as our independent registered public accounting firm for ourthe fiscal year ending December 31, 20212022 (Proposal No. 4)3) is considered routine under applicable federal securities rules. The election of directors (Proposal No. 1), the approval on an advisory (non-binding) basis of the Say-on-Pay vote (Proposal No. 2), and the approval onof an advisory (non-binding) basisamendment to increase the number of shares of ImmunityBio, Inc.’s common stock authorized for issuance under the frequency at which the Say on Pay vote at future annual meetings of stockholders will be held2015 Plan (Proposal No. 3)2) are considered “non-routine”non-routine under applicable federal securities rules.

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Dr. Patrick Soon-Shiong, our Executive Chairman beneficially ownsand Global Chief Scientific and Medical Officer, and his affiliates owned, in the aggregate, approximately 81.8%78.7% of ourthe company’s outstanding common stock as of the Record Date and has advised us that he intends to vote (1) “FOR” the election of alleach of the nine (9) nominees for director named in this proxy statement,statement; (2) “FOR” the approval onof an advisory (non-binding) basisamendment to the ImmunityBio, Inc. 2015 Plan to increase the number of shares of the Say-on-Pay vote,company’s common stock authorized for issuance under the plan by 19,900,000 shares; and (3) “THREE YEARS” for“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 (4) “FOR” ratification of the appointmentselection of Ernst & Young LLP as ourImmunityBio’s independent registered public accounting firm.firm for the fiscal year ending December 31, 2022.

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Stockholder of Record: Shares Registered in Your Name. If you were a stockholder of record at the close of business on the record date,Record Date, follow the instructions regarding how to demonstrate proof of stock ownership posted at www.proxydocs.com/IBRX.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,Record Date, you may not vote your shares live via internetInternet at the annual meetingAnnual 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.shares prior to the Annual Meeting. You may still attend the annual meetingAnnual 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/IBRX.IBRX.

How are proxies solicited for the annual meetingAnnual Meeting and who is paying for such solicitation?

Our board of directorsThe Board is soliciting proxies for use at the annual meetingAnnual Meeting by means of the proxy materials. WeThe company will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials.solicitation. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.

If you choose to access the proxy materials and/or vote overvia the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

Where can I find the voting results of the annual meeting?Annual Meeting?

We will announce preliminary voting results at the annual meeting.Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K filed with the SEC within four (4) business days after the annual meeting.Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four (4) business days after the annual meeting,Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and, within four (4) business days after final results are known, file an additional Current Report on Form 8-K to publish the final results.

What does it mean if I receive more than one set of printed materials?

If you receive more than one set of printed materials, your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each set of printed materials, as applicable, to ensure that all of your shares are voted.

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Election of Directors

The Board is currently composed of nine directors. At the Annual Meeting, nine directors will be elected to the Board by holders of the company’s common stock to serve for a one year term expiring at the 2023 annual meeting of stockholders. Each director’s term continues until the election and qualification of his or her successor, or until his or her earlier retirement, resignation, disqualification, removal, or death.

Nominees for Director

NomineesSet forth below is biographical information for Directoreach nominee and a summary of the specific qualifications, attributes, skills, and experiences which led the Board to conclude that each nominee should serve on the Board at this time. There are no family relationships among any of our directors or among any of our directors and our executive officers.

Director Biographies

Patrick Soon-Shiong, M.D., FRCS (C), FACS was appointed Executive Chairman of our board of directorsthe Board in October 2020. He2020 and Global Chief Scientific and Medical Officer of the company on August 11, 2021. Previously, he served as ourthe Chairman of the Board and Chief Executive Officer and Chairman of our board of directors from March 2015 to October 2020. Dr. Soon-Shiong previously served2020, as the Co-Chairman of our board of directorsthe Board 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 invented and developed Abraxane^®, the nation’s first FDA approvedFood and Drug Administration (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 across the globe. From 1997 to 2010, Dr. Soon-Shiong served as founder, Chairman,chairman, and CEOchief executive officer of two global pharmaceutical companies, American Pharmaceutical Partners (sold to Fresenius SE for $4.6 billion in 2008) and Abraxis BioScience (sold to Celgene Corporation for $3.8 billion in 2010). In June 2018, Dr. Soon-Shionghe became the owner and executive chairman of the Los Angeles Times, San Diego Union-Tribune, Los Angeles Times en Español and other publications under the California Times. Dr. Soon-Shiong also serves as Chairmanis chairman of the Chan Soon-Shiong Family Foundation and Chairman and CEO of the Chan Soon-Shiong Institute of Molecular Medicine, a nonprofit medical research organization. He previously co-chaired the CEO Council for Health and Innovation at the Bipartisan Policy Center and previously servedalso serves as a memberchair of the Global Advisory Boardboard of Bankdirectors of America.the Access to Advanced Health Institute, a nonprofit biotech research institute located in Seattle focused on combating some of the world’s deadliest diseases, including COVID-19, cancer, fungal and parasitic infections, and other non-communicable diseases. He is an Adjunct Professor of Surgery at UCLA and a visiting Professor at the Imperial College of London. Dr. Soon-Shiong holds a degree in medicine from the University of the Witwatersrand and a M.Sc. in science from the University of British Columbia. We believe that Dr. Soon-Shiong is qualified to serve as a member of our board of directors due tothe Board based on his depth of expertise as chairman and chief executive officer of multiple multi-billion dollar companies in the life sciences industry, his broad experience in the research and development of pioneering technologies, and his educational background. Pursuant to the Subscription and Investment Agreement between the company and Cambridge Nominating Agreement,Equities, LP (Cambridge), Cambridge has the abilityright to designate one director who shallindividual to be nominated by our boardand recommended for election to our board of directorsby the Board for as long as Cambridge continues to hold at least 20% of the issued and outstanding shares of ourthe company’s common stock. Dr. Soon-Shiong washas been selected by Cambridge to hold this boardBoard seat.

Richard Adcock has served as our Chief Executive Officer since October 2020 and as our President of the company and a member of our board of directorsthe Board since March 2021. Mr. AdcockHe has over 30 years of leadership experience in the healthcare industry. PriorFrom January 2018 to joining the company, Mr. AdcockSeptember 2020, he served as Chief Executive Officerchief executive officer of Verity Health Systems.System of California, Inc. (Verity Health), a nonprofit public benefit corporation healthcare provider, that he steered through a successful restructuring event. Please see the section entitled “Executive Compensation—Our Current Named Executive Officers—Certain ProceedingsProceedings”” below for more information. Prior to joining Verity Health, Mr. Adcockhe served in various capacities at Sanford Health, a not-for-profit integrated healthcare delivery system, including as its Chief Innovation Officer, President, Executive Vice Presidentchief innovation officer, president, executive vice president and Directordirector from 2004 to 2017. Prior to Sanford Health, Mr. Adcockhe served as Global Engineering Directorglobal engineering director at GE Healthcare from 1999 to 2003.Healthcare. Mr. Adcock holds a B.S. in Business Administration from Northern State University and an M.B.A. in Healthcare Management from University of Phoenix and a bachelor’s degree in Business Administration from Northern State University.Phoenix. We believe Mr. Adcock is qualified to serve as a member of our board of directors because ofthe Board based on his extensive knowledge of the healthcare industry and his experience in senior management roles at leading healthcare companies.

Barry J. Simon, M.D. has served as a member of our board of directorsthe Board since 2007 and has served as our Chief Corporate Affairs Officer of the company since March 2021. Dr. Simon previously served as our President and Chief Administrative Officer from January 2017 to March 2021, and as President and Chief Operating Officer from March 2015 to December 2016. From 2007 to March 2015, Dr. Simonhe was our President and Chief Executive Officer. He has served as a Director for Viracta Therapeutics, Inc., a biopharmaceutical company, since March 2021,president, chief executive officer and previously served as a Directorchairman of Viracta Therapeutics from July 2017 to November 2020. He has served as a Director for Cue BioPharma, a biopharmaceutical company since March 2016 and as President, CEO and Chairman for Brink Biologics Inc. (an affiliate of Dr. Soon-Shiong), a bioanalytics, reagents and testing services company (a company affiliated with Dr. Soon-Shiong), since March 2015. Previously, Dr. Simonhe held Vice President,vice president, senior level, and advisory positions at F. Hoffmann-La Roche, a global healthcare company, Roche Labs, a pharmaceuticals company, Connetics Corporation, a specialty pharmaceutical company, Immunomedics, a biopharmaceutical company,

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He 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, INDinvestigational new drug (IND) and BLAbiologics license application (BLA) regulatory filings, human-enabling programs, manufacturing, quality control and life cycle management. Dr. SimonHe has 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. SimonHe attended corporate training programs bythrough 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 ofthe Board based on his extensive medical and scientific knowledge and experience, and senior management experience in the biopharmaceutical industry.industry, including mergers and acquisitions, asset and company divestitures, biotechnology spinouts, start-ups, private and public company financings, strategic alliances formation, in- and out-licensing organizational effectiveness and development, corporate restructurings, patent and trademarks, clinical and regulatory affairs, IND and BLA applications, drug product launches, medical marketing, and lifecycle management.

Michael D. Blaszyk has served as a member of our board of directorsthe Board since July 2015. Since July 2017, Mr. Blaszyk has served as an operating partner of Beecken Petty O’Keefe & Company, LLC (BPOC), a capital markets company. Prior to BPOC, he served as the chief financial officer and chief corporate officer forof Dignity Health (formerly known as Catholic Healthcare West), a not-for-profit public benefit corporation, sincefrom December 2000.2000 until his retirement in December 2015. Prior to joining Dignity Health, Mr. Blaszyk washe served as the Senior Vice Presidentsenior vice president and Chief Financial Officer forchief financial officer of University Hospitals Health System in Cleveland, Ohio, a healthcare system, from October 1997 to December 2000. Mr. BlaszykHe also previously served as the managing partner of the Northeast Region Health Care Provider Consulting Practice for Mercer LLC (formerly known as William M. Mercer), a global consulting firm, and the Executive Vice President atexecutive vice president of Boston Medical Center, a not-for-profit academic medical center. Mr. Blaszyk currently serves as an Operating Partner to Beecken Petty O’Keefe & Company. Mr. Blaszyk is a director/manager for Medicus, NantHealth (an affiliate of Dr. Patrick Soon-Shiong), Himagine, and Health Management Associates. He received his bachelor’s degreeB.S. in life sciencesLife Sciences from Wayne State University and his master’s degreeMasters in health services administrationHealth Administration from the University of Colorado. We believe that Mr. Blaszyk is qualified to serve as a member of our board of directors because ofthe Board based on his extensive experience with and knowledge inof the healthcare industry and his significant financial and accounting background.

Cheryl L. CohenJohn Owen Brennan has served as a member of our board of directors since June 2019. Ms. Cohen has served as President of CLC Consulting, a pharmaceutical and biotechnology consulting firm specializing in new product start-up and commercialization, since 2008. Prior to CLC, Ms. Cohen served as Chief Commercial Officer of Medivation, Inc., a publicly traded bio-pharmaceutical company, from September 2011 until July 2014. From November 2007 to September 2008, she served as the Vice President, Strategic Commercial Group, of Health Care Systems, Inc., a Johnson & Johnson company, and from October 1998 to November 2007, she worked at Janssen Biotech, Inc. (formerly Centocor Biotech, Inc.), a Johnson & Johnson company, in a variety of senior sales roles including Vice President, Rheumatology Franchise. Ms. Cohen has served on the board of directors of Aerpio Pharmaceuticals, Inc., a pharmaceutical company, since 2018, on the board of directors of MEI Pharma, Inc., a late-stage pharmaceutical company, since April 2020, and on the board of directors of Ignyte Acquisition Corp., a special purpose acquisition company, since November 2020. Ms. Cohen previously served on the board of directors of Vital Therapies, Inc., a therapeutics company, from July 2015 until April 2019, and on the board of directors of Novus Therapeutics, Inc., a pharmaceutical company focused on the acquisition, development, and commercialization of ear, nose, and throat products, from April 2015 until June 2020. Ms. Cohen served on the board of Protein Sciences Corporation, a privately held bio-pharmaceutical company specializing in vaccine development from October 2014 to August 2017, and she served on the board of Cytrx Corporation, a publicly traded bio-pharmaceutical company specializing in oncology, from June 2015 through October 2016. Ms. Cohen began her career at Solvay Pharmaceuticals in a variety of sales positions. Ms. Cohen received her B.A. from Saint Joseph College. We believe that Ms. Cohen is qualified to serve as a member of our board of directors because of her extensive experience and knowledge in the healthcare industry and experience serving on boards of directors of public companies.

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Linda Maxwell, M.D.Cheryl L. Cohen has served as a member of ourthe Board since June 2019. Since 2008, Ms. Cohen has served as president of CLC Consulting, a pharmaceutical and biotechnology consulting firm specializing in new product start-up and commercialization. Prior to CLC, she served as chief commercial officer of Medivation, Inc., a publicly-traded bio-pharmaceutical company, from 2011 until 2014. From 2007 to 2008, she served as Vice President, Strategic Commercial Group, of Health Care Systems, Inc., a Johnson & Johnson company, and from 1998 to 2007, she worked at Janssen Biotech, Inc. (formerly Centocor Biotech, Inc.), a Johnson & Johnson company, in a variety of senior sales roles including Vice President, Rheumatology Franchise. She has served on the board of directors of MEI Pharma, Inc., a late-stage pharmaceutical company, since April 2020, and Ignyte Acquisition Corp., a special purpose acquisition company, since November 2020. She previously served on the board of directors of Aerpio Pharmaceuticals, Novus Therapeutics, Inc., Vital Therapies, Inc., Protein Sciences Corporation, and Cytrx Corporation. She began her career at Solvay Pharmaceuticals in a variety of sales positions. Ms. Cohen received her B.A. from Saint Joseph College. We believe Ms. Cohen is qualified to serve as a member of the Board based on her extensive experience with and knowledge of the healthcare industry, commercialization expertise, and experience serving on boards of directors of public companies.

Linda Maxwell, M.D., M.B.A., FRCSC has served as a member of the Board since March 2021. Dr. Maxwell is an experienced physician and surgeon, having managed her own head and neck surgical practice since January 2006. Dr. MaxwellShe is also a medical educator, a published scientific author, consultant,and a health technology entrepreneur and innovator. Currently, Dr. MaxwellAs of March 2022, she is an Operating Partner at DCVC Management Co, LLC, a venture capital fund. She is currently an Adjunct Professor of Surgery at the University of Toronto, a Distinguished Visiting Professor at Ryerson University, and an Associate Scientist at the Li Ka Shing Knowledge Institute in Toronto. She served as Foundingis the Founder and Executive Director of theThe Biomedical Zone in 2015,at Ryerson University, Canada’s first and onlypremier hospital-embedded physician-led businessmedical technology incubator for emergingearly-stage digital health and medical technology companies, and has guided a wide variety of startup companies through clinical development, capitalization and commercialization. Dr. MaxwellShe has 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 stageearly-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. She currently serves on the board of directors of United Therapeutics Corporation. Dr. Maxwell earned a B.A.an A.B. with honors from Harvard University, an M.D. from Yale University School of Medicine, and an M.B.A. from the Saïd Business School at 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 ofthe Board based on her extensive medical and scientific knowledge and experience, and her experience advising and cultivating companies in the health technology industry.

Certain Proceedings

OnChristobel Selecky has served as a member of the Board since March 2021. Ms. Selecky served on the board of directors of ImmunityBio, Inc. (a private company) from August 31, 2018, Verity2020 until March 9, 2021. Ms. Selecky has more than 35 years of healthcare industry experience. She is the principal at Population Health Systems,Strategies, her healthcare consultancy, where since 2009 she has provided strategic consulting to management teams, companies and investors, helping improve patient engagement, population health outcomes, and healthcare cost management. Since 2014 she has served as a privately heldStrategic Advisor at Ceresti Health, a privately-held healthcare providertechnology company, and certain affiliates filedhas served as a voluntary petitionlecturer in Healthcare Entrepreneurship for protection under Chapter 11the M.B.A. program at the University of California, Irvine since 2017. She held several leadership positions over her 14-year career at FHP International Corporation, which ended in 1995 including as President of the United States Bankruptcy Code, for which a patient care ombudsman was appointed. Dr. Soon-ShiongFHP California Health Plan. She subsequently co-founded, and 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,President, CEO, 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, our Executive Chairman of LifeMasters Supported SelfCare, a national leader in the field of disease and entities affiliated with him controlpopulation health management. She currently serves on the boards of directors of Teleperformance SE, a significant majorityFrench public company providing business services, Satellite Healthcare (Chair), a leading not-for-profit provider of our common stock. Askidney dialysis and related services, and Griswold Home Care, a result, weprivately-held non-medical home care company. 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. Ms. Selecky 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 the Board based on her extensive experience in and knowledge of the healthcare industry, experience in board governance, and experience in advising stakeholders of healthcare companies at various stages of growth.

Corporate Governance

Composition of the Board

Our business affairs are a “controlled company”managed under the direction of the Board, which is currently comprised of nine members. Six of the nine directors qualify as “independent” 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 requirement that we have a nominating and corporate governance committee. Although not required by the rules of Nasdaq, our board of directors is currently comprised of a majority of independent directors. Our board of directors has determined that each of Messrs. Blaszyk, Brennan, and Clark, Ms. Cohen, Ms. Selecky, and Dr. Maxwell representing six (6) of our nine (9) directors, is “independent”such term as that term is defined under the rules of Nasdaq. In addition, although not required by the rules of Nasdaq, in August 2019, our board of directors established a nominating and corporate governance committee.

These exemptions do not modify the independence requirements for our audit committee, and we satisfy the member independence requirement for the audit committee under the Nasdaq corporate governance standards and SEC rules and regulations. Audit committee members must also satisfy separate independence criteria set forth in Rule 10A-3, under the Securitieslisting standards of the Nasdaq Stock Exchange Act of 1934, as amended, or the Exchange Act.(Nasdaq). Under theNasdaq rules, of Nasdaq, a director will only qualify as an “independent director” if, among other things, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

On June 18, 2015, we entered into a letter agreement with Cambridge (Cambridge Nominating Agreement). Pursuant to the Cambridge Nominating Agreement, Cambridge has the right to designate one individual to be nominated and recommended for election by the Board or a duly authorized committee thereof, for as long as Cambridge or its affiliates continues to hold at least 20% of the issued and outstanding shares of the company’s common stock, subject to adjustment for stock splits, stock dividends, recapitalizations and similar transactions. Dr. Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer, 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, subject to any applicable limitations imposed by Delaware General Corporation Law (DGCL), the Board’s fiduciary duties to our stockholders, and any other applicable law. Cambridge’s right to have a designee nominated or appointed to serve on the Board shall automatically terminate whenever Cambridge owns less than 20% of the company’s issued and outstanding shares of common stock.

-13-Under the terms of his employment agreement, Dr. Barry J. Simon, the company’s Chief Corporate Affairs Officer, for so long as he remains an employee of the company, shall be nominated and recommended for election to the Board at each annual meeting of stockholders by the Board or a duly authorized committee thereof. If Dr. Simon’s employment with us is terminated for any reason, his membership on the Board will also terminate, unless otherwise agreed in writing by the company and Dr. Simon.

The company’s Corporate Governance Guidelines require that at least a majority of the Board shall consist of United States citizens and/or directors residing in the United States.

At each annual meeting of stockholders, the terms of each of our nine incumbent directors expire and all members of the Board will stand for election. The nine 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.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board will fill the chairman and chief executive officer positions based upon its view of what is in the best interests of the company at any point in time. The Board believes that Dr. Soon-Shiong’s service as Executive Chairman and Mr. Adcock’s service as Chief Executive Officer is in the best interests of the company and its stockholders.

Given his long tenure with and status within ImmunityBio, the Board believes Dr. Soon-Shiong possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the company, and management believes he is best positioned, in consultation with Mr. Adcock, to develop agendas that ensure that the Board’s time and attention is focused on the most critical matters. Management also believes that Dr. Soon-Shiong’s extensive scientific and medical knowledge and background with the company enables him to work with Mr. Adcock to ensure clear accountability and enhance the company’s ability to communicate its message and strategy clearly and consistently to our stockholders and employees.

The Board’s Role in Risk Oversight

One of the key functions of the Board is informed oversight of the company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure. The Audit Committee is responsible for reviewing and discussing the company’s major financial risk exposures and the steps taken by management to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. The Audit

Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of the company’s external audit function. The Related Party Transaction Committee reviews related party transactions and informs the Audit Committee of all related party transactions approved by them. The Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. The Compensation Committee assesses and monitors whether any of the company’s 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 Meetings

During the fiscal year ended December 31, 2021, the Board held 11 meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of Board meetings held during the period for which he or she served as a director and (ii) the total number of Board committee meetings held during the periods that he or she served on such committee(s). Independent directors shall meet in executive session at each regularly scheduled meeting no less than four times per year.

We make every effort to schedule our annual meeting of stockholders at a date and time to maximize attendance by directors taking into account the directors’ schedules. It is the company’s policy that all current directors attend our annual meetings of stockholders, subject to extenuating circumstances. Each of our directors serving at the time of our 2021 annual meeting of stockholders were present at such meeting.

Communication with the Board

In cases where stockholders or other interested parties wish to communicate directly with our directors, messages can be sent to ImmunityBio, Inc., Attention: Corporate Secretary, 3530 John Hopkins Court, San Diego, California 92121. Our Corporate Secretary monitors these communications and will forward to our designated legal counsel to provide a summary of all received messages to the board at each regularly scheduled meeting. The Board typically meets on a quarterly basis. Where the nature of a communication warrants, our designated legal counsel, may determine, in his or her judgment, to obtain the more immediate attention of the appropriate committee of the Board or non-management director, of independent advisors or of our management, as our designated legal counsel considers appropriate.

Our designated legal counsel may decide in the exercise of his or her judgment whether a response to any stockholder or interested party communication is necessary.

This procedure for stockholder and other interested party communications with the non-management directors is administered by the Nominating and Corporate Governance Committee (Governance Committee). This procedure does not apply to (a) communications to non-management directors from our officers or directors who are stockholders, (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, or (c) communications to the Audit Committee pursuant to our procedures for complaints regarding accounting and auditing matters.

Board Committees and Charters

The Board currently has four standing committees: the Audit Committee; the Compensation Committee; the Governance Committee; and the Related Party Transaction Committee. Additionally, in October 2020 the Board established a Special Committee in connection with the merger between NantKwest, Inc. and ImmunityBio, Inc. (a private company) (the Merger), which closed on March 9, 2021.

The Board maintains charters for each of its standing committees and these charters are evaluated annually. In addition, the Board has adopted a written set of Corporate Governance Guidelines that generally formalize practices the Board has in place. The charters of our standing Board committees and our Corporate Governance Guidelines are available on our website, https://www.immunitybio.com.

Controlled Company Exemption

Dr. Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer 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 rules. Under these rules, 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 the Board consist of independent directors, and (2) the requirement that the company have a nominating and corporate governance committee. Although not required by Nasdaq corporate governance rules, the Board is currently comprised of a majority of independent directors. The Board has determined that each of Messrs. Blaszyk and Brennan, Gen. Clark, Ms. Cohen, Dr. Maxwell and Ms. Selecky, representing six of our nine directors, is independent as that term is defined under Nasdaq rules. In addition, although not required by Nasdaq rules, the Board established a Governance Committee.

Audit Committee

The Audit Committee was established to oversee our accounting and financial reporting processes and assist the Board in monitoring our financial systems and our legal and regulatory compliance. The committee also:

The current members of the committee are Mr. Blaszyk (Chair and financial expert), Mses. Cohen and Selecky, and Dr. Maxwell. The Board has determined that each member of the committee is an independent director under the Nasdaq corporate governance rules, satisfies the additional independence criteria for audit committee members, and satisfies the requirements for financial literacy under the Nasdaq corporate governance rules and Rule 10A-3 of the Exchange Act, as applicable. The Board has also determined that Mr. Blaszyk qualifies as an audit committee financial expert within the meaning of the applicable rules and regulations of the SEC and satisfies the financial sophistication requirements of the Nasdaq corporate governance rules. The committee held 10 meetings during the fiscal year ended December 31, 2021.

Compensation Committee

The Compensation Committee was established to oversee the company’s corporate compensation programs and:

The current members of the committee are Dr. Maxwell (Chair), Mr. Blaszyk, and Ms. Selecky. The Board has determined that each member of the committee is an independent director under Nasdaq corporate governance rules, satisfies the additional independence criteria for compensation committee members under Rule 10C-1 of the Exchange Act and Nasdaq corporate governance rules, and is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. The committee held eight meetings during the fiscal year ended December 31, 2021.

Nominating and Corporate Governance Committee

Although not required by Nasdaq corporate governance rules because ImmunityBio is a controlled company, the Governance Committee was established to:

The current members of the committee are Dr. Soon-Shiong (Chair), Mr. Brennan, Gen. Clark and Ms. Cohen. The Board has determined that each of Mr. Brennan, Gen. Clark and Ms. Cohen is an independent director under Nasdaq corporate governance rules. The committee held three meetings during the fiscal year ended December 31, 2021.

Related Party Transaction Committee

The Related Party Transaction Committee was established to review and approve related party transactions. The current members of the committee are Mr. Brennan (Chair), Gen. Clark, and Dr. Maxwell. The Board has determined that each member of the committee is an independent director under Nasdaq corporate governance rules. The committee held eight meetings during the fiscal year ended December 31, 2021.

Special Committee

The Special Committee was established in October 2020 to, among other things, evaluate and negotiate the terms and conditions of the Merger and to make recommendations to the Board regarding the Merger. The current members of the committee are Mr. Blaszyk (Chair) and Ms. Cohen, each of whom is a non-employee independent director. The committee held three meetings during the fiscal year ended December 31, 2021.

Board Diversity

The following matrix presents the Board’s diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. The Board satisfies the minimum objectives of Nasdaq Rule 5605(f)(3) by having at least one director who identifies as female and at least one director who identifies as a member of an “Underrepresented Minority” (as defined by Nasdaq corporate governance rules). As we pursue future Board recruitment efforts, the Governance Committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of the Board in accordance with the Governance Committee’s Policies and Procedures for Director Candidates. This includes seeking out individuals of diverse ethnicities, a balance in terms of gender, and individuals with diverse perspectives informed by other personal and professional experiences.

The Governance Committee also focuses on issues of diversity, such as diversity in experience, international perspective, background, expertise, skills, age, gender, and ethnicity. The Board believes that it is essential that members of the Board represent diverse viewpoints.

The Governance Committee requires that any nominee for a position on the Board must satisfy the following minimum qualifications:

If the Governance Committee determines that an additional or replacement director is required, the 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 Governance Committee, the Board, or management.

The Governance Committee has discretion to decide which individuals to recommend for nomination as directors, and the Board has the final authority in determining the selection of director candidates for nomination to the Board. After completing its review and evaluation of director candidates, the Governance Committee and the Board unanimously recommends all nine of the director nominees for election named in this proxy statement.

Director Independence

To be considered independent for purposes of Rule 10A-3 and under theNasdaq 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 directorsThe Board undertook a review of the independence of our directors and considered whether any director has a material relationship with usthe company 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 directorsthe Board has determined that each of Messrs. Blaszyk and Brennan, andGen. Clark, Ms.Mses. Cohen Ms.and Selecky, and Dr. Maxwell, representing six (6) of our nine (9) directors, is “independent”independent as that term is defined underby the rules of Nasdaq.SEC and Nasdaq rules.

In making these determinations, our board of directorsthe Board considered the relationships that each non-employee director has with us and all other facts and circumstances our board of directorsthe Board deemed relevant in determining their independence, including consulting relationships, family relationships and the beneficial ownership of ourthe company’s capital stock by each non-employee director.

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

In addition, our Corporate Governance Guidelines require that each independent member of the BoardBoard: (i) shall not have and have not been at any time during the past five years, an employee of ImmunityBio;the company; (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 ImmunityBio/the company and/or its senior management for the preceding three years; (iii) shall have no personal service contract(s) with usthe company or a member of ourits senior management; and (iv) shall have no business relationships with usthe company during preceding three years that requires usrequired the company to make a disclosure under Regulation S-K of the Exchange Act (other than directorship/de minimis remuneration). Also, until January 1, 2024, a majority of the board of directorsBoard must have served as a Directordirector less than ten10 consecutive years.

RoleProhibited Trading Activities

Under our Insider Trading Policy, all Board members, employees, consultants and certain other service providers (Service Providers) are prohibited from participating directly or indirectly in transactions involving trading activities in the company’s securities that, by their nature, are aggressive or speculative, or may give rise to an appearance of Boardimpropriety. Such Service Providers may not:

Considerations in Evaluating Director NomineesProposal 2 – Approval of Amendment to Increase the Number of Shares of Common Stock Authorized for Issuance under the 2015 Plan

Our nominatingApproval of Amendment to Increase the Number of Shares of Common Stock Authorized for Issuance under the 2015 Plan

The company’s stockholders are being asked to approve an amendment to the 2015 Plan (as Amended and corporate governance committee was established on August 2, 2019. Prior to August 2, 2019,Restated June 10, 2020), which would increase the corporate governance and nominating functions were performednumber of shares of common stock reserved for issuance under the 2015 Plan by our board of directors. As a “controlled company” within the meaning19,900,000 shares. A copy 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 electionPlan, as amended by our board of directors. Additionally, under the terms of Dr. Simon’s employment agreement with the company, the board of directorsthis proposal, 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:

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External Factors. In determining the number of shares to request for approval under the 2015 Plan amendment, the Compensation Committee and the Board also considered various other factors, including the current stock price of the company’s common stock, prior grants made under the plans, and guidance from Mercer, the Compensation Committee’s independent compensation consultant.

After consideration of these factors, the Compensation Committee determined that a 19,900,000 share reserve increase would be appropriate to be able to properly incentivize future and current employees, at least twelve (12) months priorfor the immediate term. If stockholders do not approve the proposed 19,900,000 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 as 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 for the datelong term and aligning employees’ and stockholders’ interests. In addition, any significant increase in cash compensation in lieu of equity awards could substantially increase our cash operating expenses and increase the negative cash flows from our operations, which could adversely affect our results of operations and could adversely affect our business strategy, including the research and development of innovative new product candidates.

Summary of the submission2015 Plan

The Board adopted the 2015 Plan in connection with the company’s IPO. The 2015 Plan permits the grant of incentive stock options, within the meaning of Section 422 of the recommendation or nomination.Internal Revenue Code of 1986, as amended (the Code), to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to our employees, directors and consultants and our subsidiary corporations’ employees and consultants. As of March 31, 2022, we had six non-employee directors and approximately 694 employees, including our employee directors.

A stockholder that wishesAuthorized Shares

Subject to recommend a candidate for consideration byadjustment provisions contained in the committee as a potential candidate for director must direct2015 Plan, the recommendation in writing to ImmunityBio, Inc., 2040 E. Mariposa Avenue, El Segundo, California 90245, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, class andmaximum aggregate number of shares of our capitalcommon stock that may be issued under the 2015 Plan is (i) 9,500,000 shares, which will be increased to 29,400,000 shares if our stockholders approve this proposed amendment to the 2015 Plan, plus (ii) the sum of (A) any shares that, as of July 27, 2015, the date the company’s shares of common stock were registered pursuant to a registration statement on Form S-1 (the “Registration Date”), were reserved but not issued pursuant to any awards granted under the 2014 Plan, and were not subject to any awards granted thereunder, and (B) any shares subject to stock options or similar awards granted under the 2014 Plan that, on or after the Registration Date, expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2014 Plan that are heldforfeited to or repurchased by us, with the nominee, a signed letter frommaximum number of shares to be added to the candidate confirming willingness2015 Plan pursuant to serve, information regarding any relationships between usclauses (A) and the candidate and evidence(B) equal to 9,197,066. The shares may be authorized, but unissued, or reacquired common stock of the recommending stockholder’s ownership ofcompany.

If an award under the 2015 Plan expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited or repurchased due to failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under our stock. Such recommendation must also include a statement from2015 Plan. With respect to stock appreciation rights, the recommending stockholder in support ofnet shares issued will cease to be available under the candidate, particularly within2015 Plan and all remaining shares will remain available for future grant or sale under the context of2015 Plan. Shares that actually have been issued under the criteria for board membership, including issues of character, integrity, judgment, and diversity of experience, independence, area of expertise, corporate experience, potential conflicts of interest, other commitments and the like and personal references. Our nominating and corporate governance committee will consider the recommendation but2015 Plan under any award will not be obligated to take any further action with respectreturned to the recommendation.

Communications with2015 Plan and will not become available for future distribution under the Board2015 Plan, provided that if shares issued pursuant to awards of Directorsrestricted stock, restricted stock units, performance shares or performance units are repurchased by the company or are forfeited to the company, such shares will become available for future grant under the 2015 Plan. Shares used to pay the exercise price of an award or satisfy the tax withholding obligations related to an award will become available for future grant or sale under the 2015 Plan. To the extent an award is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2015 Plan.

In cases where stockholdersthe event that any dividend or other interested parties wish to communicate directly with ourdistribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, non-managementsplit-up, spin-off, directors, messages can be sent to ImmunityBio, Inc., 2040 E. Mariposa Avenue, El Segundo, California 90245, Attention: Corporate Secretary. Our corporate secretary monitors these communications and will forward to our designated legal counsel to provide a summarycombination, repurchase, or exchange of all received messages to the board at each regularly scheduled meeting. Our board typically meets on a quarterly basis. Where the nature of a communication warrants, our designated legal counsel, may determine, in hisshares or her judgment, to obtain the more immediate attentionother securities of the appropriate committeecompany, or other change in the corporate structure of the boardcompany affecting the shares occurs, the administrator, in order to prevent diminution or non-management director,enlargement of independent advisorsthe benefits or potential benefits intended to be made available under the 2015 Plan, will adjust the number and class of our management,shares that may be delivered under the 2015 Plan and/or the number, class, and price of shares covered by each outstanding award, and the numerical share limit as our designated legal counsel considers appropriate.

Our designated legal counsel may decideprovided for in the exercise of his or her judgment whether a response to any stockholder or interested party communication is necessary.

This procedure for stockholder and other interested party communications with the non-management directors is administered by our nominating and corporate governance committee. This procedure does not apply to (a) communications to non-management directors from our officers or directors who are stockholders, (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, or (c) communications to the audit committee pursuant to our procedures for complaints regarding accounting and auditing matters.2015 Plan.

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CodePlan Administration

The Board or one or more committees appointed by the Board administers the 2015 Plan. In the case of Business Conduct and Ethics

Our boardawards intended to qualify as “performance-based compensation” within the meaning 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 copySection 162(m) of the codeCode, the committee will consist of business conducttwo or more “outside directors” within the meaning of Section 162(m). However, because of a change in the tax laws, as of November 2, 2017, we have not been able to grant awards that would qualify as performance-based compensation under Section 162(m). In addition, if we determine it is available on our website, www.immunitybio.com,desirable to qualify transactions under the Investor Relations tab2015 Plan as exempt 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

Director Compensation Policy for Fiscal Year 2020

In 2019, after reviewing data provided by Mercer, an independent compensation consultant, regarding practices at comparable companies, the compensation committee revised the director compensation policy for non-employeeRule 16b-3 directors as described below, and which policy remained in place during our fiscal year ending December 31, 2020. During 2020, all non-employee directors were entitled to receive the following cash compensation for their services:

All cash payments to non-employee directors are paid quarterly in arrears onhigher or lower exercise price or different terms, awards of a prorated basis.different type and/or cash.

In addition,Stock Options

Stock options may be granted under the director compensation policy in place during 2020 provided that new non-employee directors receive, upon becoming a non-employee director, an initial award of stock options to purchase 200,000 shares of our common stock at a per-share2015 Plan. The exercise price of options granted under the 2015 Plan must at least be equal to the fair market value of a share of our common stock on the first trading date on or after the date on which such individual first becomes a non-employee director. 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.

Our outside director compensation policy in place for 2020 also provided for an annual award to continuing non-employee directors who have served as a non-employee director for at least six (6) months on the date of each annual meeting of stockholders of stock options to purchase 100,000 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 date of each annual meeting.grant. The annual award shall vestterm of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed five years and the exercise price must equal at least 110% of the fair market value on the earliergrant date. The administrator will determine the methods of payment of the one-year anniversaryexercise price of an option, which may include cash, shares or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for three months following the termination of service. However, in no event may an option be exercised later than the expiration of its term. Subject to the provisions of the 2015 Plan, the administrator determines the other terms of options.

Stock Appreciation Rights

Stock appreciation rights may be granted under the 2015 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the annual award isdate of grant. Stock appreciation rights may not have a term exceeding 10 years. After the termination of service of an employee, director or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her stock appreciation rights agreement. However, in no event may a stock appreciation right be exercised later than the expiration of its term. Subject to the provisions of the 2015 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of our common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Restricted Stock

Restricted stock may be granted under the 2015 Plan. Restricted stock awards are grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee, director or consultant and, subject to the provisions of the 2015 Plan, will determine the terms and conditions of such awards. The administrator may impose whatever conditions for lapse of the restriction on the shares it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us); provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to the restriction, unless the administrator provides otherwise. Shares of restricted stock as to which the restrictions have not lapsed are subject to our right of repurchase or forfeiture.

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dayRestricted Stock Units

Restricted stock units may be granted under the 2015 Plan. Restricted stock units are bookkeeping entries representing an amount equal to the fair market value of one share of our common stock. Subject to the provisions of the 2015 Plan, the administrator will determine the terms and conditions of restricted stock units, including the vesting criteria (which may include accomplishing specified performance criteria or continued service to us) and the form and timing of payment. Notwithstanding the foregoing, the administrator, in its sole discretion, may accelerate the time at which any restricted stock units will vest.

Performance Units and Performance Shares

Performance units and performance shares may be granted under the 2015 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will establish organizational or individual performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance units or performance shares. Performance units shall have an initial dollar value established by the administrator prior to the date of the annual meeting next following the date the annual award is granted, in each case, subjectgrant date. Performance shares shall have an initial value equal to the fair market value on the grant date. The administrator, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares or in some combination.

Non-employee Directors

The 2015 Plan provides that all non-employee director continuing directors are eligible to be a service provider throughreceive all types of awards (except for incentive stock options) under 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 further2015 Plan. The 2015 Plan 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 (determined175,000 shares, which limit is increased to 300,000 shares in accordanceconnection with accounting principles generally acceptedawards granted in the United Statesfiscal year of America). Any cash compensation paid or awards granted to an individual for his or her services as an employee or a consultant (other thaninitial service as a non-employee director) will not count for purposes of this limitation.

Ourdirector. The 2015 Equity Incentive Plan or the 2015 Plan,further provides that, in the event of a merger or change in control, as defined in ourthe 2015 Plan, each outstanding equity award granted under ourthe 2015 Plan that is held by a non-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 ChangesNon-transferability of Awards

Unless the administrator provides otherwise, the 2015 Plan generally does not allow for Fiscal Year 2021

In April 2021, after reviewing data provided by Mercer,the transfer of awards and only the recipient of 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 policyaward may exercise an award during his or her lifetime. If an award recipient ceases to be effectivea service provider (as defined in the 2015 Plan) due to disability or death, the participant, his or her estate or beneficiary can exercise any vested awards outstanding for our fiscal year ending December 31, 2021:12 months following the recipient’s termination due to death or disability.

Change in Control

The 2015 Plan provides that in the event of a change in control, as defined under the 2015 Plan, each outstanding award will be treated as the administrator 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. In addition, if an option or stock appreciation right is not assumed or substituted for, the administrator will notify the participant in writing or electronically that the option or stock appreciation right will be exercisable for a period of time determined by the administrator, in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period. The award will then terminate upon the expiration of the specified period of time.

Amendment or Termination

The administrator will have the authority to amend, suspend or terminate the 2015 Plan, provided such action will not impair the existing rights of any participant. The 2015 Plan will automatically terminate in 2025, unless we terminate it sooner.

Summary of U.S. Federal Income Tax Consequences

The following summary is intended only as a changegeneral guide to the initialU.S. federal income tax consequences of participation in the 2015 Plan. The summary is based on existing U.S. laws and annual automatic grantsregulations as of April 18, 2022, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to non-employee directors from optionsbe complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

Incentive Stock Options

A participant recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an option that qualifies as incentive stock option under Section 422 of the Code. If a participant exercises the option and then later sells or otherwise disposes of the shares acquired through the exercise of the option after both the two-year anniversary of the date the option was granted and the one-year anniversary of the exercise, the participant will recognize a capital gain or loss equal to purchase 200,000the difference between the sale price of the shares and 100,000the exercise price, and we will not be entitled to any deduction for federal income tax purposes.

However, if the participant disposes of such shares either on or before the two-year anniversary of our common stock, respectively,the date of grant or on or before the one-year anniversary of the date of exercise (a “disqualifying disposition”), any gain up to fixed dollar valuesthe excess of $300,000the fair market value of the shares on the date of exercise over the exercise price generally will be taxed as ordinary income, unless the shares are disposed of in a transaction in which the participant would not recognize a gain (such as a gift). Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and $300,000, respectively, usingsuch loss will be a capital loss. Any ordinary income recognized by the Black-Scholes option-pricing model;participant upon the disqualifying disposition of the shares generally should be deductible by us for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

For purposes of the alternative minimum tax, the difference between the option exercise price and

Restricted Stock Unit Awards

There are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the administrator or a participant. Any additional gain or loss recognized upon any later disposition of any shares received will be taxed as capital gain or loss.

Performance Shares and Performance Unit Awards

A participant generally will recognize no income upon the grant of a performance share or a performance unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or unrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Section 409A

Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted in each case,under the 2015 Plan with a deferral feature will be subject to the non-employee director continuingrequirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

Tax Effect for the Company

We generally will be entitled to a service provider throughtax deduction in connection with an award under the 2015 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option) except to the extent such deduction is limited by applicable vesting date.provisions of the Code. Special rules limit the deductibility of compensation paid to the company’s chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND IMMUNITYBIO WITH RESPECT TO AWARDS UNDER THE 2015 PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH, OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

There were no other changesNumber of Awards Granted to Employees, Directors and Consultants

The number of awards that an employee, director, or consultant may receive under the terms2015 Plan is at the discretion of the compensation policy for non-employee directors for 2021 as compared to 2020, except as described above.

Director Compensation Table

administrator and therefore cannot be determined in advance. The following table sets forth information regarding compensation earned or paidforth: (i) the aggregate number of shares of common stock subject to our directorsoptions granted under the 2015 Plan during the fiscal year ended December 31, 2020.2021 to each of our named executive officers; all executive officers, as a group; all directors who are not executive officers, as a group; and all employees who are not executive officers, as a group; (ii) the average per share exercise price of such options; (iii) the aggregate number of shares subject to restricted stock units granted under the 2015 Plan during the fiscal year ended December 31, 2021 to each of our named executive officers; all executive officers, as a group; all directors who are not executive officers, as a group; and all employees who are not executive officers, as a group; and (iv) the grant date value of option and restricted stock unit awards granted under the 2015 Plan during the fiscal year ended December 31, 2021.