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

Filed by the Registrant  x☒

Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

NantKwest,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):

9920 Jefferson Boulevard

Culver City, California 90232

(310) 883-1300

To our Stockholders:

We are pleased to invite you to attend the 2022 annual meeting of stockholders (the Annual Meeting) of NantKwest,ImmunityBio, Inc., to be held on Wednesday,Tuesday, June 15, 201614, 2022 at 109:30 a.m., Pacific Time, or at any adjournment or postponement thereof. The Ritz-Carlton, Marina del Rey, 4375 Admiralty Way, Marina del Rey, California 90292.

Details regarding howAnnual Meeting will be a virtual meeting of stockholders. You are invited to attend and vote your shares at the Annual Meeting live via Internet webcast so long as you register to attend the annual meetingAnnual Meeting at www.proxydocs.com/IBRX by 5:00 p.m. Pacific Time on June 10, 2022 (the Registration Deadline). Questions will need to be submitted prior to the Annual Meeting. To submit questions, please visit www.proxydocs.com/IBRX. You will not be able to attend the Annual Meeting in person.

We have also elected to provide access to our proxy materials over the Internet 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 meeting, it is important thatAnnual Meeting via live webcast, please 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, NantKwest,ImmunityBio, Inc.

Sincerely,

Patrick Soon-Shiong

Richard Adcock

Chairman and Chief Executive Officer and President

Culver City, California

April 27, 201629, 2022

ImmunityBio, Inc.

3530 John Hopkins Court San Diego CA 92121

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

NANTKWEST, INC.

9920 Jefferson Boulevard

Culver City, California 90232

(310) 883-1300

NOTICE OF ANNUAL MEETING OF STOCKHOLDERSNotice of Annual Meeting of Stockholders

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 15, 2016.The proxy statement, the accompanying materials and our 2015 annual report are being mailed on

or about May 4, 2016 to all stockholders entitled to vote at the annual meeting. A copy of our proxy statement and our 2015 annual report are also posted on www.proxydocs.com/NK, and are available from the SEC on its website at www.sec.gov.

By orderOrder of the Board of Directors,

Charles C. KimJason Liljestrom

Corporate Secretary

Culver City,San Diego, California

April 27, 201629, 2022

The date of this proxy statement is April 27, 2016, and is being mailed to stockholders on or about May 4, 2016.

TABLE OF CONTENTSTable of Contents

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NANTKWEST, INC.

9920 Jefferson Boulevard

Culver City, California 90232

PROXY STATEMENT

ForAs a smaller reporting company for the 2016fiscal 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 15, 2016described 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 ANSWERSQuestions and Answers about the Proxy Materials and Annual Meeting

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 2016 annual meeting2022 Annual Meeting of stockholdersStockholders of NantKwest,ImmunityBio, Inc., a Delaware corporation, and any postponements or adjournments thereof, or the annual meeting.thereof. The annual meetingAnnual Meeting will be held on Wednesday,Tuesday, June 15, 201614, 2022 at 109:30 a.m., Pacific Time, at The Ritz-Carlton, Marina del Rey, 4375 Admiralty Way, Marina del Rey, California 90292.via live Internet 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 2015 annual report are being mailed on or about May 4, 2016, to all stockholders entitled to vote at the annual meeting. A copy of ourthis proxy statement and our 2015 annual report2021 Annual Report are posted on www.proxydocs.com/NK,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 Patrick Soon-Shiong, Barry Simon,each of Richard Adcock, our Chief Executive Officer and Charles C. Kim,President, Jason Liljestrom, our General Counsel and Corporate Secretary, and David Sachs, our 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 twothree 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 persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their

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judgment. If for any reason a director nominee is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate as may be nominated by our board of directors.the Board.

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 22, 2016, 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 81,954,142397,953,809 shares of our common stock issued and outstanding, held by 7588 holders of record. We do not have cumulative voting rights for

You are invited to attend and vote your shares at the electionAnnual Meeting live via webcast so long as you register to attend the Annual Meeting at www.proxydocs.com/IBRX by 5:00 p.m. Pacific Time on June 10, 2022. You will be asked to provide the control number located inside the shaded gray box on your proxy card (the Control Number) as described in the proxy card. After completion of directors.your registration by the Registration Deadline, further instructions, including a unique link to access the 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 in personlive via the Internet 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 meeting.Annual Meeting live via webcast. However, since you are not the stockholder of record, you may not vote your shares in personlive via the Internet at the annual meetingAnnual Meeting unless you obtain a valid proxy from your broker, bank or other nominee.nominee prior to the Annual Meeting.

How can I vote my shares?

Stockholder of Record: Shares Registered in Your Name

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

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ImmunityBio, Inc.		2		2022 Proxy Statement

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

. If you are a beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Beneficial owners of shares should generally be able to vote by returning the voting instruction card, or by telephone or via the Internet. However, the availability of telephone or Internet voting will depend on the voting process of your broker, bank or other nominee.As discussed above, if you are a beneficial owner, you maynot vote your shares in personlive via the Internet at the annual meetingAnnual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.nominee prior to the Annual Meeting.

Can I change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the annual meetingAnnual Meeting by:

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee.Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors.the Board. The persons named in the proxy, Patrick Soon-Shiong, our ChairmanRichard Adcock, Jason Liljestrom, and Chief Executive Officer, Barry Simon, our President and Chief Operating Officer, and Charles C. Kim, our Corporate Secretary,David Sachs, have been designated as proxies for the annual meetingAnnual Meeting by our board of directors.the Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the annual meetingAnnual Meeting in accordance with the instruction of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directorsthe Board as described above and, if any other matters are properly brought before the annual meeting,Annual Meeting, the shares will be voted in accordance with the proxies’ judgment.

How many votes do I have?

For the election of directors, each stockholder is entitled to cast one vote for each director nominee for each share of the company’s common stock held by them as of the Record Date. Cumulative voting is not permitted for the election of directors. On each matterthe other matters to be voted upon, at the annual meeting, each stockholder will beis entitled to one vote for each share of ourthe company’s common stock held by them onas of the record date.Record Date.

What is the quorum requirement for the annual meeting?Annual Meeting?

A quorum is the minimum number of shares required to be present or represented at the annual meetingAnnual Meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. Holders of a majority of the voting power of ourthe company’s outstanding common stock entitled to vote at the annual meetingAnnual Meeting must be present in personlive via the Internet or represented by proxy to hold and transact business at the annual meeting.Annual Meeting. On the record date,Record Date, there were 81,954,142397,953,809 shares outstanding and entitled to vote. Thus, the holders of at least 40,977,072198,976,905 shares must be present in person or represented by proxy at the annual meetingAnnual Meeting to have a quorum.

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Abstentions, “WITHHOLD” votes, and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairmanchair of the meeting or the holders of a majority of the voting power present in personlive via the Internet or represented by proxy at the annual meetingAnnual Meeting and entitled to vote at the annual meetingAnnual Meeting may adjourn the meeting to another date.

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”“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”“non-routine”?

The ratification of the appointmentselection of Mayer Hoffman McCann P.C.Ernst & Young LLP as our independent registered public accounting firm for ourthe fiscal year ending December 31, 20162022 (Proposal No. 2)3) is considered routine under applicable federal securities rules. The election of directors (Proposal No. 1) isand the approval of an amendment to increase the number of shares of ImmunityBio, Inc.’s common stock authorized for issuance under the 2015 Plan (Proposal 2) are considered “non-routine”non-routine under applicable federal securities rules.

What are the effects of abstentions and broker non-votes?

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

Broker non-votes will be counted for purposes of calculating whether a quorum is present at the annual meetingAnnual Meeting but will not be counted for purposes of determining the number of votes cast.cast on a non-routine proposal. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any non-routineproposal.

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

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

Dr. Patrick Soon-Shiong, our Executive Chairman and Global Chief ExecutiveScientific and Medical Officer, ownsand his affiliates owned, in the aggregate, approximately 50.4%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 all seven (7)each of the nine nominees for director named in this proxy statementstatement; (2) “FOR” the approval of an amendment to the ImmunityBio, Inc. 2015 Plan to increase the number of shares of the company’s common stock authorized for issuance under the plan by 19,900,000 shares; and (2)(3) “FOR” the ratification of the appointmentselection of Mayer Hoffman McCann P.C.Ernst & Young LLP as ourImmunityBio’s independent registered public accounting firm.firm for the fiscal year ending December 31, 2022.

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

None of our executive officers or directors or their associates has any substantial interest in any matter to be acted upon, other than (i) our directors, with respect to the election to office of the directors so nominated, and (ii) our executive officers and directors, with respect to the approval of an amendment to the 2015 Plan, because their compensation could be impacted.

Who will count the votes?

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

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a signed proxy but you do not provide voting instructions, your shares will be voted:

In addition, if any other matters are properly brought before the annual meeting,Annual Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee. Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole “routine”routine matter – Proposal No. 23 to ratify the appointmentselection of Mayer Hoffman McCann P.C.Ernst & Young LLP. Absent direction from you, however, your broker, bank or other nominee will not have the discretion to vote on Proposal No. 1 relating to the election of directors.directors and Proposal 2 relating to an amendment to increase the number of shares of ImmunityBio, Inc.’s common stock authorized for issuance under the 2015 Plan.

How can I contact NantKwest’sImmunityBio’s transfer agent?

You may contact our transfer agent by writing to American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219. You may also contact our transfer agent via email at info@amstock.comhelp@astfinancial.com or by telephone at (800) 937-5449.

How can I attend the annual meeting?Annual Meeting?

We will host the Annual Meeting live via Internet webcast. You will not be able to attend the Annual Meeting in person. Prior registration to attend the Annual Meeting at www.proxydocs.com/IBRX is required by 5:00 p.m. Pacific Time on June 10, 2022. A summary of the information you need in order to attend the Annual Meeting online is provided below:

Stockholder of Record: Shares Registered in Your Name. If you were a stockholder of record at the close of business on the record date, you must present valid government-issued photo identification (e.g., driver’s license or passport) for admissionRecord Date, follow the instructions regarding how to the annual meeting.demonstrate proof of stock ownership posted at www.proxydocs.com/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 in personlive via Internet 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. For admissionInstructions regarding how to the annual meeting, you must providedemonstrate proof of beneficial ownership as of the record date (e.g., your most recent account statement reflecting your stock ownership, as of the record date) and you must present valid government-issued photo identification.

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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

Set forth below is biographical information for each 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), FACSwas appointed Executive Chairman of our boardthe Board in October 2020 and Global Chief Scientific and Medical Officer of directorsthe company on August 11, 2021. Previously, he served as the Chairman of the Board and Chief Executive Officer infrom March 2015. Dr. Soon-Shiong previously served2015 to October 2020, as our 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 a physician, surgeon and scientist, has pioneered novel therapies for both diabetes and cancer, published over 100 scientific papers, and has over 95 issued patents on groundbreaking advancements spanning a myriad of fields. Dr. Soon-Shiong performed the world’s first encapsulated human islet transplant, the first engineered islet cell transplant, and the first pig to man islet cell transplant in diabetic patients. He invented and developed Abraxane^®, the nation’s first FDA 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 $5.7$4.6 billion in 2008) and Abraxis BioScience (sold to Celgene Corporation for $3.7$3.8 billion in 2010). In 2018, he 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 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 currently co-chairs the CEO Council for Health and Innovation at the Bipartisan Policy Center and is a memberalso serves as chair 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, the Executive Director of the UCLA Wireless Health Institute, a board member of the California Telehealth Network, and global director for Cancer Services and Bioinformatics at Providence Health. The Friends of the National Library of Medicine has honored him with their Distinguished Medical Science Award.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 usthe company and Cambridge Equities, LP or Cambridge,(Cambridge), Cambridge has the abilityright to designate one director who shallindividual to be nominated by our corporate governance and nominating committeerecommended 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 President of the company and a member of the Board since March 2021. He has over 30 years of leadership experience in the healthcare industry. From January 2018 to September 2020, he served as chief executive officer of Verity Health System of California, Inc. (Verity Health), a nonprofit public benefit corporation healthcare provider, that he steered through a successful restructuring event. Please see “Executive Compensation—Our Current Named Executive Officers—Certain Proceedings” for more information. Prior to joining Verity Health, he served in various capacities at Sanford Health, a not-for-profit integrated healthcare delivery system, including as its chief innovation officer, president, executive vice president and director from 2004 to 2017. Prior to Sanford Health, he served as global engineering director at GE 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. We believe Mr. Adcock is qualified to serve as a member of the 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 as 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 since March 2015.from 2015 to 2016. From 2007 to March 2015, Dr. Simonhe was also our President and Chief Executive Officer. Prior to joining us,He has served as president, chief executive officer and chairman of Brink Biologics Inc., a bioanalytics, reagents and testing services company (a company affiliated with Dr. Soon-Shiong), since March 2015. Previously, he held variousvice president, senior managementlevel, and advisory positions at Roche Labs, Inc., a U.S. pharmaceutical company; F. Hoffmann-La Roche, Ltd., a global healthcare company;company, Roche Labs, a pharmaceuticals company, Connetics Corp.,Corporation, a specialty pharmaceutical company;company, Immunomedics, Inc., a biopharmaceutical company;company, Immusol, Inc., a biopharmaceutical company;company, HealthPro BioVentures, LLC, a healthcare and life sciences investment bank;bank, and NorthSound Capital, LLC, a U.S.-based hedge fund. Dr. SimonHe currently serves as a director of Viracta Therapeutics, Inc. (Viracta), a biopharmaceutical company, since March 2021. He previously served as a director of Cue Biopharma, Inc., a biopharmaceutical company, from 2016 to June 2021 and as a director of Viracta from July 2017 to November 2020.

He has broad experience in 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, investigational new drug (IND) and biologics license application (BLA) regulatory filings, human-enabling programs, manufacturing, quality control and life cycle management. He 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^®. He attended corporate training programs bythrough the London School of Business and the Amos Tuck School of Business at Dartmouth College. He isDr. Simon trained clinically trained in infectious diseases, anesthesiology,Infectious Diseases at Albert Einstein College of Medicine, Anesthesiology at The Mount Sinai Medical Center, and internal medicineInternal 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.

John C. Thomas, JrCheryl 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 since April 2014. Since 2001, Mr. Thomas has served as Chief Financial Officer, Secretary, and Director of CorMatrix Cardiovascular, a privately held medical device company. He has also served as Chief Financial Officer, Secretary, and Director of Motion Reality,MEI Pharma, Inc., a motion capture and simulationlate-stage pharmaceutical company, since 1991. Since 2012, Mr. Thomas has been serving as a director of QLT, Inc.April 2020, and Ignyte Acquisition Corp., a public biotechnologyspecial purpose acquisition company, focusedsince November 2020. She previously served on innovative ocular productsthe board of directors of Aerpio Pharmaceuticals, Novus Therapeutics, Inc., Vital Therapies, Inc., Protein Sciences Corporation, and isCytrx Corporation. She began her career at Solvay Pharmaceuticals in a membervariety of QLT’s Audit and Risk and Compensation Committees. During the past ten years, Mr. Thomas served as acting Chief Financial Officer for DemeRx, Inc., MRI Interventions, Inc., MiMedx Group, Inc., and DARA BioSciences and as a director of MRI Interventions, Inc. Between 1999 and 2012, Mr. Thomas also served as a Trustee and subsequently the Chairman of the Finance Committee of The Walker School, a private school. Mr. Thomas is a Certified Public Accountant and graduatedsales positions. Ms. Cohen received her B.A. from the University of Virginia, McIntire School of Commerce.Saint Joseph College. We believe that Mr. ThomasMs. Cohen is qualified to serve as a member of the Board based on our boardher extensive experience with and knowledge of directors due to his significant financial and accounting knowledgethe 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 2006. She is a medical educator, a published scientific author, and a health technology entrepreneur and innovator. As 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 is the Founder and Executive Director of The Biomedical Zone at Ryerson University, Canada’s premier hospital-embedded medical technology incubator for early-stage digital health and medical technology companies, and has guided a wide variety of startup companies through clinical development, capitalization and commercialization. She 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-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 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. We believe Dr. Maxwell is qualified to serve as a member of the Board based on her extensive medical and scientific knowledge and experience, and her experience advising and cultivating companies in the health technology industry.

Christobel 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 2020 until March 9, 2021. Ms. Selecky has more than 35 years of healthcare industry experience. She is the principal at Population Health 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 Strategic Advisor at Ceresti Health, a privately-held healthcare technology company, and has served as a lecturer in Healthcare Entrepreneurship for the 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 FHP California Health Plan. She subsequently co-founded, and served as President, CEO, and Executive Chairman of LifeMasters Supported SelfCare, a national leader in the field of disease and population health management. She currently serves on the boards of directors of Teleperformance SE, a French public company providing business services, Satellite Healthcare (Chair), a leading not-for-profit provider of kidney dialysis and related services, and Griswold Home Care, a privately-held non-medical home care company. 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.

Controlled Company ExemptionCorporate Governance

Patrick Soon-Shiong, M.D., our Chairman and Chief Executive Officer, and entities affiliated with him control a significant majorityComposition of our common stock. As a result, wethe 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, our board of directors is currently comprised of a majority of independent directors. Our board of directors has determined that each of Messrs. Blaszyk, Kusserow, Potts and Thomas, representing four of our seven directors, is “independent”such term as that term is defined under the rules of NASDAQ. However, in reliance upon the “controlled company” exemption, we have elected not to have 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.

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 the Nasdaq 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.

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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 Kusserow, Potts, and ThomasBrennan, Gen. Clark, Mses. Cohen and Selecky, and Dr. Maxwell, representing foursix of our sevennine directors, is “independent”independent as that term is defined underby the rules of NASDAQ. Prior to his resignation from our board of directors, effective December 31, 2015, the board of directors had also determined that Mr. Rosen satisfied the independence criteria discussed above.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 ofIn addition, our directors or executive officers.

Role of Board in Risk Oversight Process

OneCorporate Governance Guidelines require that each independent member of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors doesBoard: (i) shall not have a standing risk management committee, but rather administers this oversight function directly throughand have not been at any time during the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. Our audit committee also monitors compliance with legal and regulatory requirements and reviews related party transactions, in addition to oversightpast five years, an employee of the performancecompany; (ii) shall have received only de minimis remuneration from service as (or compensation paid to an entity the director is an officer of our external audit function. Our board of directors monitorsor controls) an advisor, consultant, or legal counsel to the effectiveness of our corporate governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs hascompany and/or its senior management for the potential to encourage excessive risk-taking. The board believes its leadership structure is consistentpreceding three years; (iii) shall have no personal service contract(s) with and supports the administrationcompany or a member of its risk oversight function.

Board Meetingssenior management; and Committees

During our fiscal year ended December 31, 2015, our board of directors held 12 meetings (including regularly scheduled and special meetings), and,(iv) shall have no business relationships with the exception of Dr. Soon-Shiong, each director attended at least 75% ofcompany during preceding three years that required the aggregate of (i) the total number of meetings of our board of directors held during the period for which he has beencompany to make a director and (ii) the total number of meetings held by all committees of our board of directors on which he served during the periods that he served.

Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend.

Our board of directors has an audit committee and a compensation committee, each of which has the composition and the responsibilities described below. As a “controlled company” within the meaning of the NASDAQ corporate governance rules, we have elected not to have a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below.

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Audit Committee

The members of our audit committee are Michael Blaszyk, Richard Kusserow and John C. Thomas, Jr. Mr. Thomas serves as the chairperson of our audit committee. Our board of directors has determined that each of the members of our audit committee is an independent directordisclosure under the NASDAQ listing rules, satisfies the additional independence criteria for audit committee members and satisfies the requirements for financial literacy under the NASDAQ listing rules and Rule 10A-3Regulation S-K of the Exchange Act as applicable. Our board has also determined that Mr. Thomas qualifies as an audit committee financial expert within the meaning(other than directorship/de minimis remuneration). Also, until January 1, 2024, a majority of the applicable rulesBoard must have served as a director less than 10 consecutive years.

Prohibited Trading Activities

Under our Insider Trading Policy, all Board members, employees, consultants and regulationscertain 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 the SEC and satisfies the financial sophistication requirements of the NASDAQ listing rules.

Our audit committee oversees our corporate accounting and financial reporting process and assists our board of directors in monitoring our financial systems and our legal and regulatory compliance. Our audit committee also:impropriety. Such Service Providers may not:

Our audit committee operates undercompany’s on margin or as collateral to secure a written charter approved by our board of directors and that satisfies the applicable rules and regulations of the SEC and the listing requirements of NASDAQ. The charter is available on our website, www.nantkwest.com, under the investors tab. Our audit committee held three meetings during 2015.loan or other obligation; or

Compensation Committee

The members of our compensation committee are Michael Blaszyk, Richard Kusserow, and John T. Potts, Jr. M.D. Dr. Potts serves as the chairperson of our compensation committee. Prior to his departure at the end of 2015, Mr. Rosen also served as a member of our compensation committee. On March 23, 2016, Mr. Blaszyk was appointed to serve as a member of our compensation committee. Our board of directors has determined that each member of our compensation committee is an independent director under the current rules of NASDAQ, satisfies the additional independence criteria for compensation committee members under Rule 10C-1 and the NASDAQ listing rules, is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and is an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

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

Proposal 2 – Approval of Amendment to have a nominating and corporate governance committee. Instead,Increase the boardNumber of directors is responsibleShares of Common Stock Authorized for identifying, evaluating and selecting director nominees for the Company. As described above,Issuance under the terms2015 Plan

Approval 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 Restated June 10, 2020), which would increase the number of shares of common stock reserved for issuance under the 2015 Plan by 19,900,000 shares. A copy of the letter agreement with Cambridge Equities, LP, dated June 18, 2015 or the Cambridge Nominating Agreement, Cambridge has the right to designate an individual to be nominated and recommended for electionPlan, as amended by our board of directors. Additionally, under the terms of Dr. Simon’s employment agreement with the company, the boardthis 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.

In its evaluation of director candidates, including the members of the board of directors eligible for reelection, our board of directors considers the following:

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The board of directors also focuses on issues of diversity, such as diversity in experience, international perspective, background, expertise, skills, age, gender, and ethnicity. The board of directors does not have a formal policy with respect to diversity; however, our board of directors believes that it is essential that members of our board of directors represent diverse viewpoints. Any nominee for a position on the board must satisfy the following minimum qualifications:

If our board of directors determines that an additional or replacement director is required, the board of directors 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 board, or management.

Our board of directors has discretion to decide which individuals to recommend for nomination as directors and the final authority in determining the selection of director candidates for nomination to our board. After completing its review and evaluation of director candidates, our board of directors unanimously recommends all seven of the director nominees for election namedset forth in this proxy statement.statement as Appendix A.

Stockholder Recommendations for Nominations to Our Board of Directors

ItThe 2015 Plan is the policyonly equity plan available for the grant of equity awards to employees, directors and consultants of the company. If our board of directors to consider recommendations for candidates to our board of directors from our stockholders. A stockholder that wishes to recommend a candidate for consideration bystockholders approve the committee as a potential candidate for director must directamendment, the recommendation in writing to NantKwest, Inc., 9920 Jefferson Boulevard, Culver City, California 90232, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, class andtotal number of shares of our capitalcommon stock that are held bywill be reserved for issuance under the nominee, a signed letter from2015 Plan will be 32,088,415 shares (representing approximately 8.1% of our outstanding common stock as of March 31, 2022) plus any additional shares added pursuant to expiration, termination or forfeiture of outstanding awards under the candidate confirming willingness2014 Equity Incentive Plan (the 2014 Plan), pursuant to serve, information regardingthe 2015 Plan’s terms following March 31, 2022. The Compensation Committee and Board considered the following when determining the number of shares to reserve for issuance under the 2015 Plan:

Number of Shares Remaining under the 2015 Plan. As of March 31, 2022, the number of shares available for issuance under the 2015 Plan was 336,274 shares, plus any relationshipsshares subject to outstanding equity awards granted under the 2014 and 2015 Plans that return to the 2015 Plan due to expiration, termination or forfeiture thereof pursuant to the terms of the 2015 Plan. Any shares made subject to new awards granted under the 2015 Plan between usMarch 31, 2022, and the candidate and evidencedate the amendment to the 2015 Plan is approved by our stockholders will reduce the shares available for issuance under the 2015 Plan. As of March 31, 2022, (i) options to purchase an aggregate of 7,802,119 shares of the recommending stockholder’s ownershipcompany’s common stock were outstanding under the 2015 Plan, with a weighted average exercise price of $11.33 per share and a weighted average remaining contractual life of 8.4 years; and (ii) options to purchase an aggregate of 503,493 shares of the company’s common stock were outstanding under the 2014 Plan, with a weighted average exercise price of $1.38 per share and a weighted average remaining contractual life of 2.7 years. In addition, as of March 31, 2022, 1,412,245 restricted stock units were outstanding under the 2015 Plan with a weighted average remaining vesting period of 2.4 years.

Overhang. The following table summarizes our current overhang as of March 31, 2022 as well as the overhang, assuming approval of the additional share authorization in this proposal:

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 for 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 long term and aligning employees’ and stockholders’ interests. In addition, any significant increase in cash compensation in lieu of equity awards could substantially increase our 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 2015 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 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.

Authorized Shares

Subject to adjustment provisions contained in the 2015 Plan, the maximum aggregate number of shares of our stock. Such recommendation must also includecommon 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 fromon Form S-1 (the “Registration Date”), were reserved but not issued pursuant to any awards granted under the recommending stockholder2014 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 supportfull and shares issued pursuant to awards granted under the 2014 Plan that are forfeited to or repurchased by us, with the maximum number of shares to be added to the 2015 Plan pursuant to clauses (A) and (B) equal to 9,197,066. The shares may be authorized, but unissued, or reacquired common stock of the candidate, particularly withincompany.

If an award under the context of2015 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 criteriaunpurchased shares (or for board membership, including issues of character, integrity, judgment,awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under our 2015 Plan. With respect to stock appreciation rights, the net shares issued will cease to be available under the 2015 Plan and diversity of experience, independence, area of expertise, corporate experience, potential conflicts of interest, other commitments andall remaining shares will remain available for future grant or sale under the like and personal references. Our board of directors will consider2015 Plan. Shares that actually have been issued under the recommendation but2015 Plan under any award will not be obligatedreturned to takethe 2015 Plan and will not become available for future distribution under the 2015 Plan, provided that if shares issued pursuant to awards of restricted 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 the event that any further actiondividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the company, or other change in the corporate structure of the company affecting the shares occurs, the administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2015 Plan, will adjust the number and class of 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 provided for in the 2015 Plan.

Plan Administration

The Board or one or more committees appointed by the Board administers the 2015 Plan. In the case of awards intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the committee will consist of two 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 desirable to qualify transactions under the 2015 Plan as exempt under Rule 16b-3 of the Exchange Act (Rule 16b-3), such transactions will be structured to satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of the 2015 Plan, the administrator has the power to administer the plan, including but not limited to, the power to interpret the terms of the 2015 Plan and awards granted under it, to create, amend and revoke rules relating to the 2015 Plan, including creating sub-plans, and to determine the terms of the awards, including the exercise price, the number of shares subject to each such award, the exercisability of the awards and the form of consideration, if any, payable upon exercise. The administrator also has the authority to amend existing awards to reduce or increase their exercise price, to allow participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange program by which outstanding awards may be surrendered in exchange for awards of the same type which may have a higher or lower exercise price or different terms, awards of a different type and/or cash.

Stock Options

Stock options may be granted under the 2015 Plan. The exercise price of options granted under the 2015 Plan must at least be equal to the fair market value of our common stock on the date of grant. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the recommendation.

Communications withvoting power of all classes of our outstanding stock, the Boardterm must not exceed five years and the exercise price must equal at least 110% of Directors

In cases where stockholdersthe fair market value on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, shares or other interested parties wish to communicate directly with our non-management directors, messages can be sent to NantKwest, Inc., 9920 Jefferson Boulevard, Culver City, California 90232, Attention: Corporate Secretary. Our corporate secretary monitors these communications and will forward to our designated legal counsel to provide a summary of all received messagesproperty acceptable to the board at each regularly scheduled meeting. Our board typically meets on a quarterly basis. Whereadministrator, as well as other types of consideration permitted by applicable law. After the naturetermination of a communication warrants, our designated legal counsel,service of an employee, director or consultant, he or she may determine,exercise his or her option for the period of time stated in his or her judgment,option agreement. Generally, if termination is due to obtaindeath or disability, the moreoption 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 date 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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ImmunityBio, Inc.		20		2022 Proxy Statement

immediate attentionRestricted 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 appropriate committee2015 Plan, the administrator will determine the terms and conditions of restricted stock units, including the boardvesting criteria (which may include accomplishing specified performance criteria or non-management director,continued service to us) and the form and timing of independent advisorspayment. 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 our management, as our designated legal counsel considers appropriate.

Our designated legal counselperformance 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 decidereduce 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 grant 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 exerciseform of cash, in shares or in some combination.

Non-employee Directors

The 2015 Plan provides that all non-employee directors are eligible to receive all types of awards (except for incentive stock options) under the 2015 Plan. The 2015 Plan provides that in any given fiscal year, a non-employee director may not receive awards greater than 175,000 shares, which limit is increased to 300,000 shares in connection with awards granted in the fiscal year 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 board of directors. 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 complains regarding accounting and auditing matters.

Code of Business Conduct and Ethics

Our board of directors has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and agents and representatives, including consultants. A copy of the code of business conduct is available on our website, www.nantkwest.com, under the investors tab. 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

In 2014, we entered into cash compensation arrangements with our non-employee directors. Under these arrangements, we paid non-employee directors $30,000 a year payable quarterly when we were a private company and $60,000 per year payable quarterly when we became a public company.

From time to time, we have granted stock options to our non-employee directors for their service on our board of directors. 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 theirinitial service as a non-employeedirector.

Our 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 TableNon-transferability of Awards

Unless the administrator provides otherwise, the 2015 Plan generally does not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime. If an award recipient ceases to be a 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 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 general guide to the U.S. federal income tax consequences of participation in the 2015 Plan. The summary is based on existing U.S. laws and regulations 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 be 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 the difference between the sale price of the shares and the 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 the date of grant or on or before the one-year anniversary of the date of exercise (a “disqualifying disposition”), any gain up to the excess of the 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 such loss will be a capital loss. Any ordinary income recognized by the 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 the fair market value of the shares on the exercise date is treated as an adjustment item in computing the participant’s alternative minimum taxable income in the year of exercise. In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the shares or provide certain basis adjustments or tax credits for purposes of the alternative minimum tax rules.

Nonstatutory Stock Options

A participant generally recognizes no taxable income as a result of the grant of such an option. However, upon exercising the option, the participant normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of the shares acquired by the exercise of a nonstatutory stock option, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss. No tax deduction is available to us with respect to the grant of a nonstatutory stock option or the sale of the shares acquired through the exercise of the nonstatutory stock option.

Stock Appreciation Rights

In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares will be taxed as capital gain or loss.

Restricted Stock Awards

A participant acquiring shares of restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of the Code to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, 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.

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 under the 2015 Plan with a deferral feature will be subject to the requirements 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 tax 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 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.

Number of Awards Granted to Employees, Directors and Consultants

The number of awards that an employee, director, or consultant may receive under the 2015 Plan is at the discretion of the 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 non-employee directorsoptions granted under the 2015 Plan during the fiscal year ended December 31, 2015. The following table excludes2021 to each of our vice chairman, Steve Gorlin,named executive officers; all executive officers, as a group; all directors who was also an employeeare 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, 2015. Mr. Gorlin did not receive any additional compensation for his service2021 to each of our named executive officers; all executive officers, as a membergroup; 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 our board of directors.option and restricted stock unit awards granted under the 2015 Plan during the fiscal year ended December 31, 2021.

EXECUTIVE COMPENSATION

Our Current Named Executive Officers

The names of our executive officers, their ages, and their positions with the company as of April 29, 2022 are set forth below. There are no family relationships among any of our directors or executive officers.

Richard Adcock. Please see “Election of Directors—Director Biographies.”

David Sachs has served as our Chief Financial Officer since March 2021. He previously served as the chief financial officer of ImmunityBio, Inc. (a private company and an affiliate of Dr. Soon-Shiong) from July 2019 to March 2021. He also served as chief financial officer of Integrity Healthcare, LLC (a NantWorks subsidiary and an affiliate of Dr. Soon-Shiong) from February 2018 to August 2020. From April 2011 to June 2019, he held various executive positions at NantWorks and its subsidiaries, including serving as chief financial officer of NantHealth, Inc. from 2013 to 2015. Prior to NantWorks, he served in business development roles at Celgene Corporation and Abraxis BioScience and as an investment banker with Bank of America Merrill Lynch. Mr. Sachs received his B.A. in Economics from the University of California at Los Angeles and his M.B.A. in Finance and Strategy from the UCLA Anderson School of Management.

Patrick Soon-Shiong, M.D., FRSC (C), FACS. Please see “Election of Directors—Director Biographies.” Dr. Soon-Shiong was appointed Global Chief Scientific and Medical Officer and became an executive officer of the company in August 2021.

Certain Proceedings

On August 31, 2018, Verity Health and certain affiliates filed a voluntary petition for protection under Chapter 11 of the United States Bankruptcy Code, for which a patient care ombudsman was appointed. Mr. Adcock served as chief executive officer of Verity Health from January 2018 to September 2020.

Processes and Procedures for Executive Compensation

The Compensation Committee assists the Board Recommendationin discharging the Boards’ responsibilities relating to oversight of the compensation of the company’s chief executive officer and other executive officers, including reviewing and approving, or making recommendations to the Board with respect to, the compensation, plans, policies and programs for the chief executive officer and other executive officers and administering the equity compensation plans for the company’s executive officers and employees.

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

Consistent with the prior year, the Compensation Committee engaged Mercer as an independent outside compensation consultant to perform compensation advisory services during 2021 and to provide information, recommendations and other advice relating to director and executive compensation. Mercer served and continues to serve at the discretion of the Compensation Committee. The Compensation Committee has reviewed the independence of Mercer’s advisory role relative to the consultant independence factors adopted by the SEC to guide listed companies in determining the independence of their compensation consultants, legal counsel and other advisors. Following its review, the Compensation Committee determined that no conflict of interest arose from the work performed by Mercer during the fiscal year ended December 31, 2021.

Employment Arrangements with Our Current Named Executive Officers

Richard Adcock

On October 20, 2020, we entered into an Offer of Employment letter with Mr. Adcock pursuant to which he agreed to serve as the company’s Chief Executive Officer in consideration for an annual base salary of $750,000. Mr. Adcock will be eligible to participate in the company’s annual discretionary bonus plan. His discretionary target bonus is 50% of his annual base salary (i.e., $375,000) prorated to reflect the partial year of his employment with the company during the fiscal year ended December 31, 2020, and he was guaranteed a bonus for calendar year 2021 of at least 50% of his discretionary target bonus (i.e., $187,500). In order to receive any bonus payment, Mr. Adcock must remain continuously employed through, and still be employed by the company on, the date any such bonus is paid. As of April 29, 2022, Mr. Adcock’s current annual base salary is $796,000.

Mr. Adcock is eligible to participate in any regular health insurance, retirement, and other benefit plans established by the company for its employees from time to time. The company will also reimburse Mr. Adcock for costs associated with his two current life insurance policies.

Pursuant to his Offer of Employment letter, in February 2021 the Compensation Committee granted Mr. Adcock the following equity awards (which were modified from the recommended equity grant described in the Offer of Employment letter dated October 20, 2020):

On March 9, 2021, the company assumed 172,420 RSUs granted to Mr. Adcock under the 2015 NC Plan prior to the Merger. The RSU award vests as follows: five percent vested on September 9, 2021 (the six-month anniversary of the closing date of the Merger); five percent of the RSUs (rounded down to the nearest whole share) will vest on the earlier of (A) December 31, 2022 and (B) the 60th day following approval by the Food and Drug Administration (FDA) of a biologics license application (BLA) or equivalent application for approval of Anktiva^™ for use in the treatment of non-muscle invasive bladder cancer; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2023; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2024; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2025; and the remaining RSUs will vest on December 31, 2026, subject to Mr. Adcock remaining in “continuous service” (as defined in the 2015 NC Plan) through the applicable vesting dates.

If Mr. Adcock’s employment is terminated without “cause” (as such term is defined in his Offer of Employment letter), he will receive a single cash payment equal to 12 months of his then-current annual base salary, less all applicable federal, state, and local withholdings and deductions. Such payment will be made within 2.5 months following the date on which termination occurs, subject to his timely execution and non-revocation of a release of claims in a form reasonably satisfactory to the company.

David Sachs

On August 3, 2020, NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) entered into an Offer of Employment letter with Mr. Sachs, who previously provided services through a shared services agreement with NantWorks, as its chief financial officer. In connection with the Merger, Mr. Sachs became the company’s Chief Financial Officer effective March 9, 2021. Pursuant to the terms of his Offer of Employment Letter, Mr. Sachs received an annual base salary of $387,000. Mr. Sachs is eligible to receive a discretionary target bonus of 50% of his then-current annual base salary, upon the achievement of certain performance targets to be determined by the Board in its sole discretion. In order to receive any bonus payment, Mr. Sachs must remain continuously employed through, and still be employed by the company on, the date any such bonus is paid. As of April 29, 2022, Mr. Sachs current annual base salary is $532,000.

Mr. Sachs is eligible to participate in any regular health insurance, retirement, and other benefit plans established by the company for its employees from time to time.

On March 9, 2021, the company assumed 169,231 RSUs granted to Mr. Sachs under the 2015 NC Plan prior to the Merger. The RSU award is comprised of two separate awards, one to be settled by issuing 17,242 shares of the company’s common stock and the other to be settled by issuing 151,989 shares of the company’s common stock upon vesting. The first RSU award fully vested on December 9, 2021 (the nine-month anniversary of the closing date of the Merger), and the second RSU award vests according to the following schedule: 5% of the remaining 151,989 RSUs (rounded down to the nearest whole share) vested on September 9, 2021 (the six-month anniversary of the closing date of the Merger); 5% of the RSUs (rounded down to the nearest whole share) will vest on the earlier of (A) December 31, 2022 and (B) the 60th day following approval by the FDA of a BLA or equivalent application for approval of Anktiva for use in the treatment of non-muscle invasive bladder cancer; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2023; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2024; 20% of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2025; and the remaining RSUs will vest on December 31, 2026, subject to Mr. Sachs remaining in “continuous service” (as defined in the 2015 NC Plan) through the applicable vesting dates.

Mr. Sachs is also eligible for a severance payment if the company terminates his employment without “cause” or if he resigns for “good reason” (each as defined in his Offer of Employment Letter) (the Severance Payment). The Severance Payment will be equal to: (i) 83.33% of his then-current base salary (i.e., 10 months of severance) plus (ii) a prorated bonus paid out at 100% of his target annual bonus (i.e., the target 50% bonus) for the calendar year in which the termination occurs, less all applicable federal, state, and local withholdings and deductions. Such payment will be made within 60 days following the date on which termination occurs, subject to his timely execution and non-revocation of a release of claims in a form reasonably satisfactory to the company.

Patrick Soon-Shiong

On August 11, 2021, the Board appointed Dr. Soon-Shiong as Global Chief Scientific and Medical Officer. In connection with his appointment, the Compensation Committee approved a base salary of $600,000 per year. Dr. Soon-Shiong is eligible to receive an annual discretionary target bonus of up to 50% of his then-current annual base salary, upon the achievement of certain performance targets as determined by the Compensation Committee or the Board in its sole discretion. As an employee of the company, he does not continue to receive compensation for his service as a director under the company’s Director Compensation Program. As of April 29, 2022, Dr. Soon-Shiong’s current annual base salary is $621,000.

Dr. Soon-Shiong is eligible to participate in any regular health insurance, retirement, and other benefit plans established by the company for its employees from time to time.

Merger or Change in Control

2014 Equity Incentive Plan

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

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

2015 Equity Incentive Plan

The 2015 Plan provides that in the event of a merger or change in control, as defined under the 2015 Plan, each then 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. The award will then terminate upon the expiration of the specified period of time.

2015 NantCell Stock Incentive Plan

The 2015 NC Plan provides that in the event of a corporate transaction, as defined in the 2015 NC Plan, each outstanding award will terminate effective upon the consummation of such corporate transaction, except to the extent assumed or replaced in connection with such corporate transaction. The administrator may provide that awards granted under the 2015 NC Plan become vested and exercisable in connection with such a corporate transaction and release such awards from restrictions on transfer and repurchase or forfeiture rights.

Other Compensation Policies

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code), generally limits the amount a public company may deduct for federal income taxes purposes for compensation paid to its chief executive officer, chief financial officer, and certain other executive officers up to $1 million per executive office per year, subject to certain exceptions. Prior to our becoming a public company, the Board had not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation for the covered executive officers. As a publicly-traded company, the Compensation Committee is mindful of the benefits of full deductibility of compensation, and intends to operate our executive compensation program to be most efficient and effective for our stockholders, which may include compliance with Section 162(m) of the Code.

The Compensation Committee believes it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the individuals essential to our financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.

Taxation of Nonqualified Deferred Compensation

Section 409A of the Code requires that amounts that qualify as “nonqualified deferred compensation” satisfy requirements with respect to the timing of deferral elections, timing of payments, and certain other matters. Generally, the Compensation Committee intends to administer our executive compensation program and design individual compensation components, as well as the compensation plans and arrangements for our employees generally, so that they are either exempt from, or satisfy the requirements of, Section 409A. From time to time, we may be required to amend some of our compensation plans and arrangements to ensure that they are either exempt from, or compliant with, Section 409A.

Taxation of “Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to additional excise taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax.

Accounting for Stock-Based Compensation

The Compensation Committee takes accounting considerations into account when designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC Topic 718, the standard which governs the accounting treatment of stock-based compensation awards.

ASC Topic 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our common stock and restricted stock unit awards covering shares of our common stock to our executive officers, based on their fair values. With respect to stock options, the application of ASC Topic 718 involves significant amounts of judgment in the determination of inputs into the Black-Scholes valuation model that we use to determine the fair value of stock options. These inputs are based upon assumptions as to the volatility of the underlying stock, risk free interest rates, and the expected life (term) of the options. As required under accounting principles generally accepted in the United States of America (U.S. GAAP), we review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value stock options granted in future periods may vary from the valuation assumptions we have used previously.

ASC Topic 718 also requires us to recognize the compensation cost of our share-based payment awards in our statement of operations over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule). The grant date fair value is reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

Executive Compensation Clawback Policy

The Board has adopted a clawback policy. All bonus, and equity and non-equity incentive plan compensation (Bonus Compensation) awarded by the company is subject to this clawback policy. The policy provides that if the company restates its financial statements filed pursuant to the Exchange Act as a result of a material error in such financial statements or due to material non-compliance with any reporting requirements (any of the foregoing, a Misreporting Event), and no more than three fiscal years have elapsed from the original filing date of the financial statements upon which such Bonus Compensation was calculated or determined, then a committee of the Board consisting of only independent directors determines, in their business judgment, that (i) fraud or an illegal act by a participant caused the Misreporting Event that led to the restatement of the financial statements at issue and (ii) it would be in the best interests of the company to seek from such participant recovery of the Bonus Compensation they earned over the prior three years over what they would have earned if there had not been a material non-compliance in the financial statements.

Executive Compensation Tables

Summary Compensation Table

The following table provides information regarding the compensation of our principal executive officer, principal financial officer, and our next two most highly compensated executive officer during the fiscal year ended December 31, 2021, together referred to as our “named executive officers,” for the fiscal years ended December 31, 2021 and 2020. Our named executive officers are our only executive officers.