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ImmunityBio(IBRX) - 2025 Q2 - Quarterly Results
ImmunityBioImmunityBio(US:IBRX)2025-08-05 11:17

Preamble This section introduces the Securities Purchase Agreement, outlining the terms for ImmunityBio, Inc. to issue and sell securities Securities Purchase Agreement Overview This agreement, dated July 24, 2025, details the terms for ImmunityBio, Inc. to issue and sell securities to purchasers under an effective registration statement - The agreement is dated July 24, 2025, between ImmunityBio, Inc. and various purchasers2 - The Company will issue and sell securities to each Purchaser under the agreement and an effective registration statement3 ARTICLE I. DEFINITIONS This article provides a comprehensive list of defined terms essential for the consistent interpretation of the Securities Purchase Agreement 1.1 Definitions This section defines key terms for consistent interpretation of the Securities Purchase Agreement, covering parties, securities, regulatory bodies, and financial instruments - This section defines crucial terms like 'Company', 'Purchaser', 'Securities', 'Common Stock', 'Warrants', 'Closing Date', and 'Commission' (SEC)51032 Key Defined Terms | Term | Definition | | :--- | :--- | | Company | ImmunityBio, Inc., a Delaware corporation | | Purchaser | Each purchaser identified on the signature pages | | Closing Date | Trading Day on which all Transaction Documents are executed and conditions met, no later than July 28, 2025 | | Common Stock | Common stock of the Company, par value $0.0001 per share | | Per Share Purchase Price | $2.70 (subject to adjustment) | | Securities | Collectively, the Shares, the Warrants and the Warrant Shares | | Warrants | Common Stock purchase warrants, immediately exercisable, 5-year term | | Placement Agent | Piper Sandler & Co. | ARTICLE II. PURCHASE AND SALE This article details the procedures and conditions for the purchase and sale of securities, including closing, deliveries, and specific requirements 2.1 Closing This section outlines the closing procedures for the purchase and sale of securities, including the aggregate amount, settlement method, and remote execution - The Company agrees to sell, and Purchasers agree to buy, up to an aggregate of $80,000,006.40 of Shares and Warrants42 - The Closing Date is the Trading Day when all Transaction Documents are executed and conditions met, but no later than July 28, 202510 - The closing will take place remotely by electronic transfer of documentation, with the Company issuing shares registered in Purchasers' names42 2.2 Deliveries This section specifies the documents and items the Company and each Purchaser must deliver on or prior to the Closing Date - The Company must deliver the executed Agreement, wire instructions, irrevocable instructions to the Transfer Agent for share delivery, a Warrant, and the Base Prospectus and Prospectus43 - Each Purchaser must deliver the duly executed Agreement and their Subscription Amount44 Company Deliverables to Purchasers | Item | Description | | :--- | :--- | | Agreement | Duly executed by the Company | | Wire Instructions | On Company letterhead, executed by an officer | | Transfer Agent Instructions | Irrevocable instructions for expedited share delivery | | Warrant | Registered in Purchaser's name, 100% of Shares, exercise price $3.24 | | Prospectus | Base Prospectus and Prospectus (may be delivered per Rule 172) | 2.3 Closing Conditions This section details the conditions required for both the Company's and the Purchasers' obligations to close the transaction - Company's obligations are subject to the accuracy of Purchaser representations, performance of Purchaser covenants, and delivery of items per Section 2.2(b)4546 - Purchasers' obligations are subject to the accuracy of Company representations, performance of Company covenants, delivery of items per Section 2.2(a), and no suspension of trading in Common Stock or general securities markets, or a Material Adverse Change47 ARTICLE III. REPRESENTATIONS AND WARRANTIES This article contains extensive representations and warranties from both the Company and the Purchasers regarding their status, compliance, and the transaction 3.1 Representations and Warranties of the Company The Company provides extensive representations and warranties covering its business, financial condition, legal compliance, and the nature of the securities offered - The Company warrants that its Disclosure Package, Registration Statement, and Prospectus do not contain any untrue statements of material fact or omit material facts, except for information provided by the Placement Agent4953 - The Company confirms its proper organization, authorization to enter into the transaction, and that the transaction will not conflict with its organizational documents or applicable laws555657 - The Company represents that the Shares and Warrant Shares are duly authorized, validly issued, fully paid, nonassessable, and free of Liens imposed by the Company, and that it has reserved sufficient Common Stock for their issuance59121 3.1(a) Disclosure Package The Company represents that the Disclosure Package, at both execution and closing, contains no material misstatements or omissions, excluding Placement Agent information - The Disclosure Package is represented to be free of material misstatements or omissions, both at execution and closing, excluding Placement Agent-provided information49 3.1(b) Issuer Free Writing Prospectuses The Company affirms that any Issuer Free Writing Prospectuses comply with the Securities Act, are filed as required, and are free of material misstatements or omissions - Issuer Free Writing Prospectuses comply with the Securities Act, are filed as required, and are free of material misstatements, except for Placement Agent Information5052 3.1(c) Registration Statement and Prospectus The Company confirms its eligibility to use Form S-3, the effectiveness of its Registration Statement, and its material compliance with the Securities Act - The Company meets Form S-3 requirements, the Registration Statement is effective, and no stop order has been issued or threatened by the SEC53 - The Registration Statement and Prospectus are materially compliant with the Securities Act and do not contain material misstatements or omissions, excluding Placement Agent Information53 3.1(d) Incorporated Documents The Company represents that documents incorporated by reference conformed to Exchange Act requirements and were free of material misstatements when filed - Incorporated documents conformed to Exchange Act requirements and were free of material misstatements when filed54 3.1(e) Organization and Qualification The Company and its Subsidiaries are duly organized, validly existing, and in good standing, with necessary authority to conduct business in required jurisdictions - The Company and its Subsidiaries are duly organized, validly existing, and in good standing, with authority to conduct business55 3.1(f) Authorization; Enforcement The Company has the corporate power and authority to execute and consummate the transactions, and the Transaction Documents are valid and binding obligations - The Company has the corporate power and authority, and has duly authorized, the execution and consummation of the transactions56 - The Transaction Documents are valid and binding obligations, enforceable against the Company, subject to standard legal limitations56 3.1(g) No Conflicts The Company represents that the transaction will not conflict with its organizational documents, result in defaults, or violate laws, unless without Material Adverse Change - The transaction will not conflict with organizational documents, create Liens, or violate laws, unless such effects would not result in a Material Adverse Change57 3.1(h) Filings, Consents and Approvals The Company states that no governmental or third-party consents are required for the transaction, other than specific SEC filings, listing notices, and state securities law filings - Required approvals include SEC filings (Prospectus), Trading Market listing notices, state securities law filings, and other consents obtained before closing58 3.1(i) Issuance of the Securities; Registration The Company represents that the Shares and Warrant Shares are duly authorized, validly issued, fully paid, nonassessable, and free of Company-imposed Liens - Shares and Warrant Shares are duly authorized, validly issued, fully paid, nonassessable, and free of Company-imposed Liens59 - The Company has reserved the maximum number of Common Stock shares for this agreement and Warrants59 - The Registration Statement is effective, complies with the Securities Act, and the Company is eligible to use Form S-359 3.1(j) Ineligible Issuer Status The Company confirms it is not an 'ineligible issuer' as defined by SEC rules in connection with the offering of the Securities - The Company is not an 'ineligible issuer' under SEC Rules 164, 405, and 433 for this offering60 3.1(k) Statistical and Market-Related Data The Company asserts that all statistical and market-related data in its disclosure documents is based on reliable and accurate sources - Statistical and market data in disclosure documents are based on reliable and accurate sources61 3.1(l) Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting The Company maintains effective disclosure controls and internal control over financial reporting, with no significant deficiencies or material changes since the last audited fiscal year - The Company maintains effective disclosure controls and internal control over financial reporting, compliant with Exchange Act and GAAP62 - No significant deficiencies, material weaknesses, or material changes in internal control over financial reporting since the last audited fiscal year62 3.1(m) No Applicable Registration or Other Similar Rights The Company confirms no persons hold registration or similar rights for other securities in this offering, except for duly waived rights - No outstanding registration or similar rights exist for other securities in this offering, except for duly waived rights63 3.1(n) No Material Adverse Change Since the last reported dates, there has been no Material Adverse Change in the Company's condition, earnings, business, or ability to consummate the transactions - No Material Adverse Change in the Company's condition, earnings, business, or ability to consummate transactions since the last reported dates64 - No material liabilities incurred outside the ordinary course of business, nor material changes in capital stock or indebtedness64 3.1(o) Independent Accountants Ernst & Young LLP and Deloitte & Touche LLP are confirmed as independent registered public accounting firms, compliant with SEC and PCAOB requirements - Ernst & Young LLP and Deloitte & Touche LLP are independent registered public accounting firms, compliant with SEC and PCAOB rules65 3.1(p) Financial Statements The financial statements and interactive data in disclosure documents fairly present the Company's financial position and results in conformity with GAAP and SEC rules - Financial statements fairly present the Company's consolidated financial position and results, prepared in conformity with GAAP66 - Interactive data in XBRL is fairly presented and prepared in accordance with SEC rules66 3.1(q) Company's Accounting System The Company maintains adequate books, records, and internal accounting controls for proper financial reporting and asset accountability, with XBRL data prepared per SEC rules - The Company maintains adequate books, records, and internal accounting controls for proper financial reporting and asset accountability67 - XBRL data is prepared in material respects according to SEC rules and guidelines67 3.1(r) Capitalization and Other Capital Stock Matters The Company's capitalization is as disclosed, with all issued Common Stock duly authorized, validly issued, fully paid, and nonassessable - Company's capitalization is as disclosed, and all issued Common Stock is duly authorized, validly issued, fully paid, and nonassessable68 - No outstanding options, warrants, or other rights to purchase capital stock exist beyond those disclosed or duly waived68 - All subsidiary equity is owned by the Company, free of security interests68 3.1(s) Stock Exchange Listing The Common Stock is registered under the Exchange Act and listed on the Nasdaq Global Select Market, with the Company in material compliance with listing requirements - Common Stock is registered under the Exchange Act and listed on Nasdaq Global Select Market69 - The Company is in material compliance with Nasdaq listing requirements and has not initiated or been notified of delisting actions69 3.1(t) Non-Contravention of Existing Instruments Neither the Company nor its Subsidiaries are in violation of organizational documents, laws, or agreements, unless such violations would not lead to a Material Adverse Change - Neither the Company nor its Subsidiaries are in violation of organizational documents, laws, or agreements, unless such violations would not lead to a Material Adverse Change70 3.1(u) No Further Authorizations or Approvals Required The Company's execution and performance of the transaction will not conflict with existing agreements, organizational documents, or laws, unless without Material Adverse Change - The transaction will not conflict with existing agreements, organizational documents, or laws, unless such conflicts would not result in a Material Adverse Change71 3.1(v) No Material Actions or Proceedings No undisclosed material legal or governmental proceedings are pending or threatened against the Company, its Subsidiaries, or their officers/directors - No undisclosed material legal or governmental proceedings are pending or threatened against the Company or its Subsidiaries72 3.1(w) Intellectual Property Rights The Company and its Subsidiaries own or license adequate Intellectual Property Rights, do not materially infringe on third-party IPR, and maintain confidentiality - The Company and Subsidiaries own or license adequate Intellectual Property Rights for their business73 - No material infringement of third-party IPR, and no undisclosed third-party rights or claims against the Company's IPR73 - Reasonable steps taken to maintain confidentiality of IPR, and relevant personnel have signed invention assignment agreements74 3.1(x) All Necessary Permits, etc. The Company and its Subsidiaries possess all valid and current permits required by regulatory agencies to conduct their businesses and are in compliance - The Company and Subsidiaries hold all necessary permits for their operations and are in compliance with them75 3.1(y) Title to Properties The Company and its Subsidiaries have good and marketable title to owned properties, free of material Liens, and hold leased properties under valid leases - The Company and Subsidiaries have good and marketable title to owned properties, free of material Liens76 - Leased properties are held under valid and enforceable leases76 3.1(z) Tax Law Compliance The Company and its Subsidiaries have filed all required tax returns and paid taxes, or requested extensions, without material adverse impact - The Company and Subsidiaries have filed all required tax returns and paid taxes, or requested extensions, without material adverse impact77 - No material unpaid tax liabilities or adverse tax deficiencies are known77 3.1(aa) Company Not an "Investment Company." The Company represents that it is not, and will not become, an 'investment company' requiring registration under the Investment Company Act of 1940 - The Company is not and will not be required to register as an 'investment company' under the Investment Company Act of 194078 3.1(bb) Insurance The Company and its Subsidiaries maintain adequate and customary insurance policies and expect to renew coverage without a Material Adverse Change - The Company and Subsidiaries maintain adequate and customary insurance coverage from reputable institutions78 - No reason to believe existing insurance cannot be renewed or comparable coverage obtained without a Material Adverse Change78 3.1(cc) Related Party Transactions The Company confirms that all required related-party transactions are accurately described in the Registration Statement, Disclosure Package, and Prospectus - All required related-party transactions are accurately described in the disclosure documents79 3.1(dd) FINRA Matters The Company represents that information provided to the Placement Agent is FINRA-compliant and meets Form S-3 requirements under FINRA Rule 5110(h)(1)(C) - Information provided to Placement Agent is true, complete, correct, and FINRA-compliant80 - The Company meets Form S-3 requirements under FINRA Rule 5110(h)(1)(C)80 3.1(ee) No Unlawful Contributions or Other Payments The Company, its Subsidiaries, and their agents have not made any unlawful contributions or payments requiring disclosure - No unlawful contributions or payments made by the Company, Subsidiaries, or their agents81 3.1(ff) Compliance with Environmental Laws The Company and its Subsidiaries comply with Environmental Laws, hold necessary permits, and have no material associated costs or liabilities - The Company and Subsidiaries comply with Environmental Laws and hold necessary permits, without material noncompliance or liabilities82 3.1(gg) ERISA Compliance Each employee benefit plan sponsored by the Company or its Controlled Group is maintained in material compliance with its terms, ERISA, and the Code - Employee benefit plans are maintained in material compliance with ERISA and the Code83 3.1(hh) Brokers Except for the Placement Agency Agreement, the Company is not party to any agreement giving rise to brokerage commissions or finder's fees for this offering - No brokerage commissions or finder's fees are due, other than those under the Placement Agency Agreement84 3.1(ii) No Outstanding Loans or Other Extensions of Credit The Company has no outstanding personal loans or other extensions of credit to its directors or executive officers, except as permitted by the Exchange Act - No outstanding personal loans to directors or executive officers, except as permitted by Exchange Act Section 13(k)85 3.1(jj) Compliance with Laws The Company and its Subsidiaries comply with all applicable laws, rules, and regulations, without material adverse impact - The Company and Subsidiaries comply with all applicable laws, rules, and regulations, without material adverse impact86 3.1(kk) Dividend Restrictions No undisclosed restrictions exist on subsidiary dividends, distributions, loan repayments, or asset transfers to the Company or other subsidiaries - No undisclosed restrictions on subsidiary dividends, distributions, loan repayments, or asset transfers to the Company87 3.1(ll) Anti-Corruption and Anti-Bribery Laws Neither the Company, its Subsidiaries, nor associated persons have violated anti-bribery or anti-corruption laws, including the FCPA, and policies ensure compliance - No violations of anti-bribery or anti-corruption laws, including FCPA, by the Company, Subsidiaries, or associated persons88 - The Company maintains policies and procedures to ensure FCPA compliance88 3.1(mm) Money Laundering Laws The Company and its Subsidiaries' operations comply with applicable anti-money laundering laws, with no related pending or threatened actions - Operations comply with applicable anti-money laundering laws, and no related actions are pending or threatened89 3.1(nn) Regulatory Matters The Company and its Subsidiaries hold all necessary regulatory Authorizations for their business, which are valid, with no material violations or revocation notices - The Company and Subsidiaries hold all necessary regulatory Authorizations (e.g., from FDA, EMA) for their business90 - Authorizations are valid, and no material violations or revocation notices have been received90 3.1(oo) Health Care Laws The Company and its Subsidiaries comply with all applicable healthcare laws, including FDA regulations, anti-kickback statutes, and HIPAA, without material noncompliance - The Company and Subsidiaries comply with all applicable healthcare laws, including FDA regulations, anti-kickback statutes, and HIPAA, without material noncompliance9192 - No FDA Form 483s, warning letters, or notices of material noncompliance received92 - All material reports and filings with regulatory authorities were complete and accurate92 3.1(pp) Clinical Trials Preclinical studies and clinical trials comply with protocols and Applicable Laws, with accurate results and no undisclosed issues or termination notices - Preclinical studies and clinical trials comply with protocols and Applicable Laws93 - Descriptions of study results are accurate and complete in all material respects93 - No notices received for termination or modification of trials, and no undisclosed data questions reported results93 3.1(qq) Certain FDA Matters Neither the Company, its Subsidiaries, nor key personnel are excluded, suspended, or debarred from Federal Health Care Programs or by the FDA - No exclusion, suspension, or debarment from Federal Health Care Programs or by FDA for the Company, Subsidiaries, or their key personnel94 3.1(rr) Manufacturing The Company's manufacturing facilities and operations, and those of its suppliers, comply materially with all Applicable Laws - Manufacturing facilities and operations, including suppliers, comply materially with Applicable Laws95 3.1(ss) Sanctions Neither the Company, its Subsidiaries, nor associated persons are subject to Sanctions, and proceeds will not be used in violation of Sanctions - Neither the Company, Subsidiaries, nor associated persons are subject to or target of Sanctions9697 - Proceeds will not be used to fund activities in sanctioned countries or in violation of Sanctions97 - No knowing dealings with sanctioned persons or countries in the past five years97 3.1(tt) Sarbanes-Oxley The Company is in material compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002 and its promulgated rules and regulations - The Company is in material compliance with the Sarbanes-Oxley Act of 200298 3.1(uu) Duties, Transfer Taxes, Etc. No stamp, issuance, transfer, capital gains, income, withholding, or other taxes are payable by the Placement Agent in the U.S. for this transaction - No stamp, issuance, transfer, capital gains, income, withholding, or other taxes are payable by the Placement Agent in the U.S. for this transaction99 3.1(vv) Cybersecurity No material security breach or compromise of IT Systems and Data has occurred, and backup and disaster recovery technology are industry-standard - No material security breach or compromise of IT Systems and Data, and no notification of such events100 - Backup and disaster recovery technology are consistent with industry standards100 3.1(ww) Compliance with Data Privacy Laws The Company and its Subsidiaries materially comply with Privacy Laws (HIPAA, GDPR), have implemented data privacy policies, and have received no related notices of liability - The Company and Subsidiaries are in material compliance with Privacy Laws (HIPAA, GDPR)101 - Policies and procedures for data privacy and security are in place and complied with101 - No notices of liability, violations, or investigations related to Privacy Laws101 3.1(xx) Disclosure The Company affirms that summaries of Common Stock and Warrants terms, and descriptions of laws/documents in disclosure materials, are accurate, complete, and fair - Summaries of Common Stock and Warrants terms, and descriptions of laws/documents in disclosure materials, are accurate, complete, and fair102 3.2 Representations and Warranties of the Purchasers Each Purchaser makes specific representations regarding their organizational status, authority, accredited investor status, investment experience, and confidentiality - Each Purchaser is an entity or individual duly organized/formed, with full authority to enter and consummate the transactions103 - Each Purchaser is an 'accredited investor' as defined in Rule 501(a) under the Securities Act105 - Purchasers are acquiring Securities as principal for their own account, have evaluated investment risks, and have had access to Company information104106107 3.2(a) Organization; Authority Each Purchaser is duly organized and authorized to enter into and consummate the transactions, which constitute valid and binding obligations - Each Purchaser is duly organized and authorized to enter into and consummate the transactions103 - Transaction Documents are valid and binding obligations of each Purchaser, subject to standard legal limitations103 3.2(b) Understandings or Arrangements Each Purchaser represents that it is acquiring the Securities as principal for its own account, without distribution arrangements, and in the ordinary course of business - Purchaser is acquiring Securities as principal for its own account, without distribution arrangements, and in the ordinary course of business104 3.2(c) Purchaser Status Each Purchaser confirms its status as an 'accredited investor' under Rule 501(a) of the Securities Act at all relevant times - Each Purchaser is and will remain an 'accredited investor' under Rule 501(a) of the Securities Act105 3.2(d) Experience of Such Purchaser Each Purchaser possesses sufficient knowledge and experience to evaluate investment risks and can bear the economic risk, including complete loss - Purchaser has sufficient knowledge and experience to evaluate investment risks and can bear the economic risk, including complete loss106 3.2(e) Access to Information Each Purchaser reviewed transaction documents and public filings, had access to Company information, and acknowledges the Placement Agent's role - Purchaser reviewed Transaction Documents and public filings, and had access to Company information for informed decision-making107 - Placement Agent has not provided investment advice, and may have non-public information not shared with Purchaser107 3.2(f) Certain Transactions and Confidentiality Each Purchaser has not engaged in certain Company securities transactions from term sheet receipt until agreement execution and has maintained confidentiality - Purchaser has not engaged in purchases or Short Sales of Company securities from term sheet receipt until agreement execution108 - Purchaser has maintained confidentiality of transaction disclosures109 ARTICLE IV. OTHER AGREEMENTS OF THE PARTIES This article outlines additional covenants and agreements between the Company and Purchasers, covering share issuance, information, and market conduct 4.1 Shares and Warrant Shares Shares will be issued free of legends, and Warrant Shares will also be legend-free if exercised under an effective registration statement or via cashless exercise - Shares will be issued free of legends112 - Warrant Shares will be issued free of legends if exercised under an effective registration statement or via cashless exercise112 - The Company will use commercially reasonable efforts to keep the registration statement for Warrant Shares effective112 4.2 Furnishing of Information The Company covenants to timely file all reports required under the Exchange Act until Purchasers no longer own Securities or Warrants expire - The Company will timely file all Exchange Act reports until Purchasers no longer own Securities or Warrants expire113 4.3 Integration The Company agrees not to sell or offer any security that would be integrated with this offering, requiring shareholder approval, without obtaining such approval - The Company will not sell or offer securities that would be integrated with this offering, requiring shareholder approval, without obtaining such approval114 4.4 Securities Laws Disclosure; Publicity The Company will issue a press release and file a Form 8-K disclosing material terms, after which confidentiality obligations terminate - The Company will issue a press release and file a Form 8-K disclosing material terms of the transaction115 - Upon press release, all material non-public information delivered to Purchasers will be publicly disclosed, and confidentiality obligations will terminate116 - The Company will not publicly disclose Purchaser names without prior written consent, except as legally required116 4.5 Shareholder Rights Plan The Company agrees that no Purchaser will be deemed an 'Acquiring Person' under any anti-takeover plan by virtue of receiving Securities - No Purchaser will be deemed an 'Acquiring Person' under any anti-takeover plan by virtue of receiving Securities117 4.6 Non-Public Information The Company will not provide material non-public information without Purchaser consent and confidentiality, and will file any inadvertent disclosures on Form 8-K - The Company will not provide material non-public information to Purchasers without their consent and confidentiality agreement118 - If material non-public information is inadvertently provided, Purchasers have no duty of confidentiality or duty not to trade, subject to applicable law118 - Any material non-public information in notices will be simultaneously filed with the SEC on Form 8-K118 4.7 Use of Proceeds Net proceeds from the sale of Securities will be used for working capital, explicitly excluding debt satisfaction (except ordinary course), stock redemption, or illegal activities - Net proceeds from the sale of Securities will be used for working capital purposes119 - Proceeds will not be used for debt satisfaction (except ordinary course), redemption of Common Stock, inconsistent litigation settlement, or in violation of FCPA/OFAC119 4.8 Indemnification of Purchasers The Company will indemnify Purchaser Parties against losses from Company breaches or stockholder actions, with payments made periodically - The Company will indemnify Purchaser Parties against losses from Company breaches of representations, warranties, covenants, or agreements120 - Indemnification also covers actions by Company stockholders, unless based on Purchaser's breach, fraud, gross negligence, or willful misconduct120 - Indemnification payments will be made periodically, and the Company has the right to assume defense120 4.9 Reservation of Common Stock The Company has reserved and will continue to reserve sufficient Common Stock shares, free of preemptive rights, for the issuance of Shares and Warrant Shares - The Company has reserved and will continue to reserve sufficient Common Stock for Shares and Warrant Shares issuance, free of preemptive rights121 4.10 Listing of Common Stock The Company will use reasonable best efforts to maintain Common Stock listing on the principal Trading Market and apply to list all Shares and Warrant Shares - The Company will maintain Common Stock listing on the principal Trading Market122 - Concurrently with Closing, the Company will apply to list all Shares and Warrant Shares on the Trading Market122 - The Company will maintain eligibility for electronic transfer through the Depository Trust Company122 4.11 Equal Treatment of Purchasers The Company commits to offering the same consideration to all parties for any amendment, waiver, or modification of the Transaction Documents - The Company will offer the same consideration to all parties for any amendment or waiver of Transaction Documents123 - This ensures Purchasers are treated as a class and not construed as acting in concert123 4.12 Certain Transactions and Confidentiality Purchasers will not engage in certain Company securities transactions or disclose confidential information until public announcement, after which restrictions cease - Purchasers will not engage in purchases or Short Sales of Company securities from agreement execution until public announcement124 - Purchasers will maintain confidentiality of the transaction's existence and terms until public disclosure124 - After public disclosure, Purchasers are not restricted from trading and have no further duty of confidentiality124 4.13 Exercise Procedures The Warrant's Notice of Exercise form outlines all required procedures for Purchasers to exercise Warrants, and the Company will honor exercises - The Notice of Exercise form sets forth all required procedures for Warrant exercise; no additional requirements125 - The Company will honor Warrant exercises and deliver Warrant Shares according to Transaction Documents125 4.14 Agreement Not to Offer or Sell Additional Shares The Company will not issue or announce additional Common Stock or Equivalents for 45 days post-Closing, with specific 'Exempt Issuance' exceptions - The Company will not issue or announce additional Common Stock or Equivalents, or file related registration statements, for 45 days post-Closing Date126 - Exempt Issuances include the Shares/Warrants/Warrant Shares, sales under the Open Market Sale Agreement (after August 7, 2025), employee benefit plan issuances, exercises of existing securities, and securities issued in approved acquisitions/strategic transactions126 ARTICLE V. MISCELLANEOUS This article covers general provisions including termination, fees, entire agreement, notices, amendments, governing law, and other standard contractual clauses 5.1 Termination The Agreement may be terminated by a Purchaser or the Company if the Closing does not occur within five Trading Days, without affecting breach remedies - The Agreement can be terminated by a Purchaser or the Company if Closing doesn't occur within five Trading Days128 - Termination does not affect the right to sue for breach128 5.2 Fees and Expenses Each party is responsible for its own advisory fees, while the Company pays Transfer Agent fees, stamp taxes, and other duties related to Securities delivery - Each party pays its own fees and expenses129 - The Company pays Transfer Agent fees, stamp taxes, and other duties related to Securities delivery129 5.3 Entire Agreement The Transaction Documents, including exhibits and prospectuses, constitute the entire understanding between the parties, superseding all prior agreements - The Transaction Documents, along with exhibits and prospectuses, form the entire agreement, superseding all prior understandings130 5.4 Notices All written notices are effective upon email transmission (timing dependent), courier mailing, or actual receipt, with material non-public information requiring simultaneous Form 8-K filing - Notices must be in writing and are effective upon email transmission (timing dependent), two Trading Days after courier mailing, or actual receipt131 - Notices containing material non-public information must be simultaneously filed by the Company on Form 8-K131 5.5 Amendments; Waivers Amendments require written consent from the Company and Purchasers holding at least 50.1% of Shares, with waivers requiring the signature of the party against whom enforcement is sought - Amendments require written consent from the Company and Purchasers holding at least 50.1% of Shares (or all Purchasers before Closing)132 - Waivers require the signature of the party against whom enforcement is sought132 - Amendments or waivers disproportionately affecting a Purchaser require that Purchaser's consent132 5.6 Headings The headings used in this Agreement are for convenience only and do not constitute a part of the Agreement, nor do they limit or affect its provisions - Headings are for convenience only and do not affect the Agreement's provisions133 5.7 Successors and Assigns This Agreement binds parties and their successors/permitted assigns, with Company assignment requiring Purchaser consent and Purchasers able to assign rights to transferees - The Agreement binds parties and their successors/permitted assigns134 - Company assignment requires Purchaser consent (except merger); Purchasers can assign rights to Securities transferees who agree to be bound134 5.8 No Third-Party Beneficiaries The Agreement primarily benefits the parties, but the Placement Agent and Section 4.8 (Indemnification) create specific third-party beneficiaries - The Agreement is for the benefit of the parties and their successors/assigns134 - The Placement Agent is a third-party beneficiary of representations and warranties, and Section 4.8 (Indemnification) also creates third-party beneficiaries134 5.9 Governing Law The Transaction Documents are governed by New York law, with exclusive jurisdiction in New York City courts, and the prevailing party reimbursed for legal costs - Governing law is the internal laws of the State of New York135 - Exclusive jurisdiction for legal proceedings is in state and federal courts in New York City135 - The prevailing party in enforcement actions will be reimbursed for reasonable attorneys' fees and costs135 5.10 Survival The representations and warranties contained in this Agreement will survive the Closing and the delivery of the Securities - Representations and warranties survive the Closing and Securities delivery136 5.11 Execution The Agreement may be executed in counterparts, with facsimile, electronic mail, or other electronic transmissions of signatures being legally valid - The Agreement may be executed in counterparts, forming one agreement137 - Electronic signatures (facsimile, email, e-signatures) are legally valid and binding137 5.12 Severability Invalid or unenforceable provisions will not affect the remainder of the Agreement, and parties will seek alternative means to achieve the intended result - Invalid or unenforceable provisions do not affect the remainder of the Agreement138 - Parties will seek alternative means to achieve the intended result of any severed provision138 5.13 Rescission and Withdrawal Right Purchasers have the right to rescind or withdraw notices if the Company fails to timely perform obligations, with specific conditions for Warrant exercise rescission - Purchasers have the right to rescind or withdraw notices if the Company fails to timely perform related obligations139 - Warrant exercise rescission requires returning Common Stock concurrently with receiving the exercise price and restoring Warrant rights139 5.14 Replacement of Securities Mutilated, lost, stolen, or destroyed Securities certificates will be replaced upon satisfactory evidence of loss/destruction and payment of reasonable costs - Mutilated, lost, stolen, or destroyed Securities certificates will be replaced upon satisfactory evidence and payment of costs140 5.15 Remedies Both Purchasers and the Company are entitled to specific performance for breaches, acknowledging that monetary damages may be inadequate - Purchasers and the Company are entitled to specific performance for breaches of Transaction Documents141 - Parties agree monetary damages may be inadequate and waive the defense of adequate legal remedy141 5.16 Payment Set Aside If any Company payment or Purchaser enforcement proceeds are later invalidated or recovered, the original obligation will be revived and continue in full force - If Company payments or Purchaser enforcement proceeds are later invalidated or recovered, the original obligation is revived142 5.17 Independent Nature of Purchasers' Obligations and Rights Each Purchaser's obligations are several, not joint, and the agreement does not imply a partnership or group action among Purchasers - Each Purchaser's obligations are several, not joint; no Purchaser is responsible for another's performance143 - The agreement does not imply a partnership or group action among Purchasers143 - Each Purchaser can independently protect its rights143 5.18 Liquidated Damages The Company's obligation to pay liquidated damages is a continuing obligation until all amounts are paid, regardless of underlying instrument cancellation - The Company's obligation to pay liquidated damages is continuing until all amounts are paid, regardless of instrument cancellation144 5.19 Saturdays, Sundays, Holidays, etc. If a deadline for any action or right falls on a non-Business Day, it may be taken or exercised on the next succeeding Business Day - If a deadline falls on a non-Business Day, the action can be taken on the next Business Day145 5.20 Construction The rule of construction against the drafting party will not apply, and all share price and Common Stock references are subject to adjustment for corporate actions - The rule of construction against the drafting party will not apply146 - Share prices and Common Stock references are subject to adjustment for stock splits, dividends, and similar transactions146 5.21 WAIVER OF JURY TRIAL All parties knowingly, intentionally, and irrevocably waive their right to a trial by jury in any legal proceeding to the greatest extent permitted by law - All parties irrevocably waive their right to a trial by jury in any legal proceeding147 Signature Pages This section contains the signature pages for both the Company and the Purchasers, formalizing their agreement to the terms Company Signature This page confirms ImmunityBio, Inc.'s agreement to the terms, executed by its Chief Executive Officer, including contact information - ImmunityBio, Inc. signed the agreement through Richard Adcock, CEO149 Purchaser Signatures This section details the signature pages for Purchasers, including their subscription amounts, share allocations, and an optional closing acceleration checkbox Purchaser Subscription Details | Purchaser | Subscription Amount | Shares | Warrant Shares (Beneficial Ownership Blocker) | | :--- | :--- | :--- | :--- | | CVI Investments, Inc. | $75,000,006 | 27,777,780 | 4.99% | | Woodline Master Fund LP | $5,000,000.40 | 1,851,852 | Not specified (checkbox for 4.99% or 9.99% not checked) | - An optional checkbox allows Purchasers to disregard closing conditions and accelerate the closing to the second Trading Day following the agreement date151154 Form of Warrant This section indicates that the specific form of the Warrant, detailing terms for purchasing Common Stock, is appended to the agreement Attached Form of Warrant This section confirms that the specific form of the Warrant, outlining terms for purchasing Common Stock, is attached to the agreement - The specific form of the Warrant is attached to the agreement155