ImmunityBio Inc 2025年度报告

FORM 10-K (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31,2025or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37507 IMMUNITYBIO,INC. (Exact name of registrant as specified in its charter) Name of each exchange on which registered Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☑ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The number of shares of the registrant’s common stock outstanding as of February19,2026 was 1,028,111,456 (excluding 163,800shares held by amajority-owned subsidiary of ours that are treated as treasury shares for accounting purposes). DOCUMENTS INCORPORATED BY REFERENCE As noted herein, the information called for by PartIII of this Annual Report is incorporated by reference to specified portions of the registrant’sdefinitive proxy statement to be filed in conjunction with the registrant’s 2026Annual Meeting of Stockholders, which is expected to be filed not laterthan 120days after the registrant’s fiscal year ended December31,2025. IMMUNITYBIO, INC. ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED DECEMBER31,2025 TABLE OF CONTENTS PagePART IItem 1.Business.1Item 1A.Risk Factors.55Item 1B.Unresolved Staff Comments.128Item 1C.Cybersecurity.129Item 2.Properties.131Item 3.Legal Proceedings.131Item 4.Mine Safety Disclosures.134 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities.135Item 6.Reserved.136Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.137Item 7A.Quantitative and Qualitative Disclosures About Market Risk.158Item 8.Financial Statements and Supplementary Data.160Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.238Item 9A.Controls and Procedures.238Item 9B.Other Information.241Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.241 Defined Terms Unless expressly indicated or the context required otherwise, the terms “ImmunityBio,” “thecompany,” “we,” “us,” and“our” in this AnnualReport refer to ImmunityBio,Inc., a Delaware corporation, and, where appropriate, its subsidiaries. We have alsoused several other terms in this AnnualReport, the consolidated financial statements and accompanying notes included herein, most ofwhich are defined below: PART I ITEM 1.BUSINESS. Forward-Looking Statements This Annual Report contains forward-looking statements within the meaning of Section27A of the Securities Act andSection21E of the Exchange Act that are based on our management’s beliefs and assumptions and on informa