SEC Form 8-K filed by ImmunityBio Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2025

ImmunityBio, Inc.

(Exact name of registrant as specified in its charter)

3530 John Hopkins Court

San Diego, California 92121

(Address of principal executive offices, including zip code)

(844) 696-5235

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(e) On February 7, 2025, the Compensation Committee of the Board of Directors (the “Committee”) of ImmunityBio, Inc., a Delaware corporation (the “Company”), in consultation with Mercer, its independent compensation consultant, approved certain compensation arrangements for the Company’s named executive officers, consisting of Dr. Patrick Soon-Shiong, Founder, Executive Chairman and Global Chief Scientific and Medical Officer, Richard Adcock, Chief Executive Officer and President, and David Sachs, Chief Financial Officer (the “NEOs”) as described below.

Approval of 2024 Executive Bonuses

The Committee approved the payment of cash bonuses as set forth below (the “2024 Bonuses”) to the NEOs based on the Committee’s assessment of the Company’s achievement of pre-established performance measures pursuant to the Company’s 2024 bonus plan under the Executive Incentive Compensation Plan, which reflect a payout of 80% of target amount for each NEO. The 2024 Bonuses will be paid, less applicable taxes, on or about March 14, 2025.

RSU and Option Awards Under the Long-Term Incentive Plan

The Committee also established the program design and grant guidelines for its 2025 Long-Term Incentive Program (the “LTIP”). Under the LTIP, the NEOs are eligible to be awarded options and/or restricted stock units (“RSUs”) under the Company’s Amended and Restated 2015 Equity Incentive Plan, as amended (the “2015 Plan”). On February 10, 2025, the Company granted options to purchase shares of the Company’s common stock and RSUs settleable in shares of the Company’s common stock (the “Awards”) under the 2015 Plan to the NEOs, as set forth in the table below. Each Award shall vest ratably over 3 years, subject in each instance to the Award recipient remaining a Service Provider (as that term is defined in the 2015 Plan) through each applicable vesting date.

RSU AWARDS

OPTION AWARDS

NEOs’ 2025 Annual Base Salary

In addition, the Committee established the annual rate of base salary of the NEOs as follows, effective March 10, 2025:

Section 9 – Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.