ImmunityBio Inc美股招股说明书(2025-07-28版)

29,629,632 Shares of Common Stock Warrants to Purchase up to 29,629,632 Shares of Common Stock and the Shares of Common Stock underlying the Warrants We are offering 29,629,632shares of our common stock, par value $0.0001per share (the “common stock”), and warrants to purchase up to 29,629,632shares ofour common stock (and the shares of common stock issuable from time to time upon exercise of those warrants) in a registered direct offering pursuant to this prospectussupplement, the accompanying base prospectus, and a securities purchase agreement. Each share of common stock sold in this offering will be accompanied by a warrantto purchase oneshare of our common stock at an exercise price of $3.24per share. Each share of common stock and the accompanying warrant is being sold at acombined offering price of $2.70. Subject to certain ownership limitations, the warrants will be immediately exercisable, and the warrants will expire five years after theinitial issuance date. The shares of common stock and the warrants will be issued separately. We refer to the shares of common stock and the accompanying warrants,including the underlying shares of common stock, to be issued in this offering, collectively, as the “securities.” We have retained Piper Sandler& Co. as our placement agent (the “Placement Agent”) in connection with this offering. The Placement Agent has no obligation tobuy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay the Placement Agentthe placement agent fees set forth in the table below, which assumes that we sell all of the securities we are offering. See “Plan of Distribution” beginning on pageS-29of this prospectus supplement for more information regarding these arrangements. Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “IBRX.” The closing price of our common stock on July24, 2025,as reported by Nasdaq, was $3.01per share. There is no established public trading market for the warrants, and we do not intend to list the warrants on any nationalsecurities exchange or nationally-recognized trading system. Investing in our securities involves significant risks. See “Risk Factors” beginning onpageS-8of this prospectus supplement and on page 6 of theaccompanying prospectus, as well as the information under the caption “Risk Factors” in our Annual Report onForm10-Kfor the year endedDecember31,2024, the information under the caption “Risk Factors” in our Quarterly Report on Form10-Qfor the threemonths ended March31,2025, andunder similar headings in the other documents incorporated by reference into this prospectus supplement and the accompanying base prospectus for adiscussion of the factors you should carefully consider before investing in our common stock. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)We have agreed to pay the Placement Agent a cash fee of 6.00% of the aggregate gross proceeds raised in connection with the offering as described under the“Plan of Distribution” on pageS-29of this prospectus supplement.(2)The amount of the offering proceeds to us presented in this table does not include proceeds from the exercise of the warrants issued in the offering. Piper Sandler The date of this prospectus supplement is July 24, 2025. Table of Contents TABLE OF CONTENTS Prospectus SupplementAbout This Prospectus SupplementProspectus Supplement SummaryThe OfferingRisk FactorsSpecial Note Regarding Forward-Looking StatementsUse of ProceedsDilutionDescription of SecuritiesCertain United States Federal Income Tax ConsiderationsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationInformation Incorporated by Reference ProspectusAbout this ProspectusProspectus SummaryRisk FactorsForward-LookingStatements Use of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of Depositary SharesDescription of WarrantsDescription of Subscription RightsDescription of Purchase ContractsDescription of UnitsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation by Reference Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement onFormS-3that we filed with the U.S.Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. This document is in twoparts. The firstpart is this prospectussupplement, which describes the terms of this offering and certain other matters, also adds to, updates, or changes the information contained in theaccompanying prospectus and the documents incorporated by reference into this prospectus s