ImmunityBio Inc (IBRX)

[Happycoins]

14,072,615 Shares of Common Stock

Warrants to Purchase up to 14,072,615 Shares of Common Stock

and

the Shares of Common Stock underlying the Warrants

We are offering 14,072,615 shares of our common stock, par value $0.0001 per share (the “common stock”), and warrants to purchase up to 14,072,615 shares of our common stock (and the shares of common stock issuable from time to time upon exercise of those warrants). Each share of common stock sold in this offering will be accompanied by a warrant to purchase one share of our common stock at an exercise price of $4.2636 per share. Each share of common stock and the accompanying warrant is being sold at a combined offering price of $3.5530. Subject to certain ownership limitations, the warrants will be immediately exercisable, and the warrants will expire two years after the initial 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.”