Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2022

ImmunityBio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37507

43-1979754

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3530 John Hopkins Court

San Diego, California 92121

(Address of principal executive offices, including zip code)

(858) 633-0300

(Registrant’s telephone number, including area code)

Not Applicable

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

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


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

IBRX

Nasdaq Global Select Market

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

Emerging growth company ☐

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

Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 14, 2022, the company held its Annual Meeting of Stockholders (the “Annual Meeting”). Of the 397,953,809 shares of our common stock, par value $0.0001 per share (“Common Stock”) outstanding as of April 18, 2022, 360,245,879 shares of Common Stock were represented, either by attending the Annual Meeting virtually or by proxy, constituting (i) a quorum under the company’s bylaws and (ii) approximately 90% of the outstanding shares of Common Stock entitled to vote. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

1.Election of Nine Directors. The following nominees were re-elected by the holders of our Common Stock to serve as directors to serve for a one year term expiring at the 2023 annual meeting of stockholders based on the following results of voting. 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.


Nominee	Votes “For”	Votes “Withheld”	“Broker Non-Votes”
Patrick Soon-Shiong, M.D.	330,988,601	8,776,498	20,480,780
Richard Adcock	337,784,970	1,980,129	20,480,780
Barry J. Simon, M.D.	333,758,664	6,006,435	20,480,780
Michael D. Blaszyk	330,584,869	9,180,230	20,480,780
John Owen Brennan	334,703,359	5,061,740	20,480,780
Wesley Clark	334,670,290	5,094,809	20,480,780
Cheryl L. Cohen	334,796,481	4,968,618	20,480,780
Linda Maxwell, M.D.	333,041,382	6,723,717	20,480,780
Christobel Selecky	333,012,635	6,752,464	20,480,780

2.Approval of Amendment to Increase the Number of Shares of Common Stock Authorized for Issuance under the ImmunityBio, Inc. 2015 Equity Incentive Plan. The amendment to increase the number of shares of common stock authorized for issuance under the company’s 2015 Equity Incentive Plan by 19,900,000 shares was approved based on the following results of voting:


Votes “For”	Votes “Against”	Abstentions	“Broker Non-Votes”
323,063,732	16,456,591	244,776	20,480,780

3.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based on the following results of voting:


Votes “For”	Votes “Against”	Abstentions	“Broker Non-Votes”
358,682,234	1,383,429	180,216	—

SIGNATURES

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