FORWARD-LOOKING STATEMENTS
This Information Statement and other reports that we file with the SEC may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, that are based on our managements beliefs and assumptions and on information currently available to our management. All
statements other than statements of historical fact are forward-looking statements for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statement of the plans and objectives of
management for future operations, and any statement of assumptions underlying any of the foregoing. These statements may contain words such as expects, anticipates, plans, believes,
projects, and words of similar meaning. These statements relate to our future business and financial performance.
Actual outcomes may differ materially from these statements. The risks listed in this Information Statement, as well as any
cautionary language in this Information Statement, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from any expectations we describe in our forward-looking statements. There may be other
risks that we have not described that may adversely affect our business and financial condition. Except as required by law, we disclaim any obligation to update or revise any of the forward-looking statements contained in this Information Statement.
We caution you not to rely upon any forward-looking statement as representing our views as of any date after the date of this Information Statement. You should carefully review the information and risk factors set forth in other reports and
documents that we file from time to time with the SEC.
OUTSTANDING VOTING SECURITIES AND CONSENTING STOCKHOLDERS
As of the date of the Stockholder Written Consent, ImmunityBio had 397,799,851 outstanding shares of Common Stock (excluding
163,800 shares held by a majority-owned subsidiary of the Company). Each share of Common Stock entitles the holder thereof to one vote on all matters submitted to stockholders.
On December 19, 2021, stockholders representing 313,257,645 shares of Common Stock executed and delivered to the Board the
Stockholder Written Consent, representing approximately 79%, of our Common Stock voting power (and thus a majority of voting power), approving the amendment to the Restated Certificate to increase the amount of authorized Common Stock. Because the
action was approved by stockholders owning a majority of our outstanding voting power, no proxies are being solicited with this Information Statement. No consideration was paid for the Stockholder Written Consent.
Section 228 of the DGCL provides in substance that unless a companys certificate of incorporation provides
otherwise, stockholders may take any action without a meeting of stockholders, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by stockholders of the outstanding stock having
not less than the minimum number of votes that would be necessary to authorize and take such action at a meeting at which all shares entitled to vote thereon were present voted.
NO APPRAISAL RIGHTS
Under Delaware corporate law, stockholders have no appraisal or dissenters rights in connection with the Certificate of
Amendment.
INTERESTS OF CERTAIN PARTIES IN THE MATTERS TO BE ACTED UPON
None of the directors or executive officers of the Company have any substantial interest resulting from the Certificate of
Amendment that is not shared by all other stockholders, pro rata, and in accordance with their respective interests.
COST OF THIS
INFORMATION STATEMENT
The entire cost of furnishing this Information Statement will be borne by the Company. We will
request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our Common Stock held of record, as of the Record Date, by them.
HOUSEHOLDING OF STOCKHOLDER MATERIALS
In some instances, we may deliver only one copy of this Information Statement to multiple stockholders sharing a common
address. If requested by phone or in writing, we will promptly provide a separate copy to a stockholder sharing an address with another stockholder. Requests by phone should be directed to (858) 633-0300, and
requests in writing should be mailed to ImmunityBio, Inc., Attention: Corporate Secretary, 3530 John Hopkins Court, San Diego, California 92121. Stockholders sharing an address who currently receive multiple copies and wish to receive only a single
copy should contact their broker or send a signed, written request to us at the above address.