ImmunityBio Inc美股招股说明书(2025-12-29版)

Up to $459,972,480 of Common Stock We have entered into an Open Market Sale AgreementSM, as amended by Amendment No.1 to Open Market Sale AgreementSM(the “saleagreement”) with Jefferies LLC (“Jefferies”) relating to shares of our common stock, $0.0001par value per share, offered by this prospectussupplement. In accordance with the terms of the sale agreement, we may offer and sell shares of our common stock from time to time through Jefferies,acting as our sales agent, pursuant to this prospectus supplement. In accordance with the terms of the sale agreement, and subject to the terms thereof,we may offer and sell shares of our common stock having an aggregate offering price of up to the total amount registered for sale under the saleagreement pursuant to this prospectus supplement and our other existing or future prospectus supplements related to the sale agreement. Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “IBRX.” The closing price of our common stockon December22,2025, as reported by Nasdaq, was $2.27per share. Sales, if any, of shares of our common stock under the sale agreement may be made by any method permitted by law. Jefferies is not required tosell any specific amount of securities but will act as our sales agent using commercially reasonable efforts to sell on our behalf all of the shares ofcommon stock requested to be sold by us, consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulationsand the rules of Nasdaq, on mutually agreed terms between Jefferies and us. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. Jefferies will be entitled to compensation at a commission rate of up to 3.0% of the gross proceeds of any shares of common stock sold under thesale agreement. In connection with the sale of the common stock on our behalf, Jefferies may be deemed to be an “underwriter” within the meaning ofthe Securities Act of 1933, as amended (the “Securities Act”) and the compensation of Jefferies may be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to Jefferies with respect to certain liabilities, including liabilities under theSecurities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See the section titled “Plan of Distribution” on pageS-19 ofthis prospectus supplement. Investing in our common stock involves significant risks. See “Risk Factors” beginning on pageS-6 of thisprospectus supplement, as well as the information under the caption “Risk Factors” in our Annual Report onForm10-K for the year ended December31,2024, the information under the caption “Risk Factors” in our QuarterlyReport on Form10-Q for the three months ended September30,2025, and under similar headings in the otherdocuments 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 (the “SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. Jefferies The date of this prospectus supplement is December 23, 2025. Table of Contents TABLE OF CONTENTS About This Prospectus Supplement and the Accompanying Base ProspectusProspectus Supplement SummaryThe OfferingRisk FactorsSpecial Note Regarding Forward-Looking StatementsUse of ProceedsDescription of SecuritiesDilutionPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationInformation Incorporated by Reference ProspectusAbout this ProspectusProspectus SummaryRisk FactorsForward-Looking StatementsUse of Proceeds Description of Capital Stock Plan of Distribution Legal Matters Where You Can Find More Information Incorporation by Reference Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING BASE PROSPECTUS We are providing information to you about this offering of our common stock in two separate documents that are bound together: (1)thisprospectus supplement, which describes the specific terms of this offering and (2)the accompanying base prospectus, which provides generalinformation, some of which may not apply to this offering. This prospectus supplement may also add to, update or change information contained in theaccompanying base prospectus. If information in this prospectus supplement is inconsistent with the accompanying base prospectus, you should rely onthis prospectus supplement. Generally, when we refer to this “prospectus,” we are referring to both this prospectus supplement and the accompanyingbase prospectus combined. This prospectus supplement is part of an automatic shelf registration statement on For