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~~The ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): December 10, 2025~~1934

Date of Report (Date of earliest event reported): December 23, 2025

ImmunityBio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37507

43-1979754

~~001-37507~~

~~43-1979754~~

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(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)

Registrant’s telephone number, including area code: (844) 696-5235

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))

☐	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

~~TradingSymbol(s)~~

~~Name of each exchangeon which registered~~

Common Stock, par value $0.0001 per share

IBRX

The Nasdaq Global Select Market

~~IBRX~~

~~The 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. ☐

Item 51.~~02 Departure~~01. ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On December 23, 2025, ImmunityBio, Inc. (dthe “Company”)~~Appointment~~ entered into Amendment No. 1 (the “Amendment to Sale Agreement”) to the ~~Board~~Open Market Sale AgreementSM dated April 30, 2021, (the “Sale Agreement”) with Jefferies LLC (the “Agent”) relating to the sale and issuance of ~~Directors~~shares of its common stock, par value $0.0001 per share (the “Shares”), from time to time through an “at the market” offering program under which the Agent acts as the Company’s sales agent.

OnThe ~~December 10~~Amendment to Sale Agreement, ~~2025~~ among other things, authorizes the ~~board~~issuance of ~~directors~~an ~~(the~~additional ~~“Board”)~~$459,972,480 of ~~ImmunityBio~~Shares, ~~Inc.~~which (were registered under the “Company”)’s ~~appointed~~prospectus ~~Bruce Wendel~~supplement todated ~~the~~December 23, ~~Board~~2025, ~~effective~~ as offiled with the SEC on December 1223, 2025 (the “~~Effective~~Prospectus ~~Date~~Supplement”), ~~with~~as awell ~~term~~as ~~expiring~~additional atamounts that the Company’s ~~2026~~may ~~annual~~register ~~meeting~~with ofthe ~~stockholders~~U.S. ~~The~~Securities ~~Board~~and ~~has~~Exchange ~~determined~~Commission ~~that~~(the ~~Mr. Wendel qualifies as an~~ “~~independent~~SEC”) ~~director~~from ~~within~~time ~~the~~to ~~meaning~~time, ofand ~~such~~makes ~~term~~certain asadministrative ~~set~~changes ~~forth~~regarding in the ~~rules~~settlement of ~~the~~Shares ~~Nasdaq~~sold ~~Stock~~under ~~Market~~the Sale Agreement and the ~~U.S.~~auditor ~~Securities~~comfort ~~and~~process ~~Exchange~~under ~~Commission (~~the ~~“SEC”)~~Sale Agreement.

~~Mr. Wendel~~The ~~served~~sales asand ~~Chief~~issuances ~~Business Development Officer for ProMetic Biosciences Ltd., a pharmaceutical development company, from April 2018 to May 2019. He also served as Chief Strategic Officer~~ of ~~Hepalink USA,~~ the ~~U.S. subsidiary~~Shares ofauthorized ~~Shenzhen~~by ~~Hepalink~~the ~~Pharmaceutical~~Amendment ~~Company, from July 2012~~ to ~~July 2018~~Sale ~~and~~Agreement aswill ~~Chief~~be ~~Executive~~made ~~Officer~~pursuant ~~of Scientific Protein Laboratories, LLC from December 2014~~ to ~~June 2015. Prior to this, having served in roles of increasing responsibility at Abraxis BioScience, LLC, he was appointed Vice Chairman and Chief Executive Officer, overseeing~~ the ~~commercialization~~Company’s ofeffective ~~Abraxane®~~shelf ~~and~~registration ~~leading~~statement ~~the~~on ~~negotiations~~Form ~~that~~S-3ASR ~~culminated~~(File ~~in the acquisition of the company by Celgene Corporation in 2010~~No. ~~He began his 14 years at Bristol~~333-~~Myers~~278770) ~~Squibb Company~~ (~~NYSE:BMY)~~the in“Registration ~~1988 as in-house counsel before shifting to global business and corporate development where he served in roles of increasing responsibility. Subsequently~~Statement”), hethat was ~~Vice~~automatically ~~President~~effective ofupon ~~Business~~filing ~~Development~~with atthe ~~IVAX~~SEC ~~Corporation, and at American Pharmaceutical Partners, Inc. From November 2020 to May 2025, he served~~ on ~~the board of directors of GT BioPharma,~~April ~~Inc. (Nasdaq: GTBP) and from June 2016 through May 2021~~17, ~~he served on the board of directors of Verastem~~2024, ~~Inc. (Nasdaq: VSTM). He also served~~ as asupplemented ~~director~~by ofthe ~~ProMetic~~Prospectus ~~Biosciences Ltd~~Supplement. ~~He earned a juris doctor degree from Georgetown University Law School, and a B.S. from Cornell University.~~

~~Mr. Wendel~~The isforegoing ~~entitled~~description ~~to receive cash and equity compensation in accordance with the terms and conditions~~ of the ~~Company’s~~Amendment Amended and Restated Director Compensation Policy (the “Director Compensation Policy”). Under the Director Compensation Policy, each non-employee director receives cash compensation of $50,000 annually for service as a Board member. In addition, pursuant to ~~the~~Sale ~~terms~~Agreement ofis ~~the~~not ~~Director~~complete ~~Compensation~~and ~~Policy,~~is onqualified ~~the~~in ~~Effective~~its ~~Date,~~entirety ~~Mr. Wendel~~by ~~also~~reference ~~automatically received an initial award of stock options (the “Initial Award”) under the Company’s 2025 Equity Incentive Plan (the “Plan”)~~ to ~~purchase a number of shares of common stock of~~ the ~~Company~~full ~~having~~text ~~a Black-Scholes value~~ of ~~$300,000, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation, on~~ the ~~Effective~~Amendment ~~Date. The Initial Award will vest as~~ to ~~one-third~~Sale ~~of the shares subject to the Initial Award on each anniversary of the Effective Date~~Agreement, ~~subject to Mr. Wendel continuing to be~~ a ~~service~~copy ~~provider~~ of ~~the~~which ~~Company~~is ~~through~~filed ~~each~~herewith ~~such date, and provided that the Initial Award will fully vest immediately prior to a Change in Control (~~as ~~defined~~Exhibit ~~in the Plan), subject to Mr~~10. ~~Wendel~~1 ~~continuing~~ to bethis aCurrent ~~service~~Report ~~provider~~on ofForm ~~the~~8-K ~~Company through the date of such Change in Control. The Company will also reimburse Mr. Wendel for all reasonable, customary~~ and ~~documented~~is ~~travel~~incorporated ~~expenses~~herein toby ~~Board meetings~~reference.

~~Mr. Wendel~~This ~~executed~~Current ~~the~~Report ~~Company’s~~on ~~standard~~Form ~~form~~8-K ofshall ~~indemnification~~not ~~agreement,~~constitute ~~which~~an ~~form~~offer ~~has~~to ~~been~~sell ~~filed~~or asthe ~~Exhibit 10.1~~solicitation of an offer to buy the ~~Company’s~~securities ~~Registration~~discussed ~~Statement~~herein, onnor ~~Form S-1~~shall ~~(File~~there ~~No. 333-205124)~~be ~~filed~~any ~~with~~offer, solicitation, or sale of the ~~SEC~~securities onin ~~June 19~~any state or jurisdiction in which such offer, ~~2015~~ ~~and~~solicitation isor ~~incorporated~~sale ~~herein~~would inbe ~~its~~unlawful ~~entirety~~prior byto ~~reference~~registration or qualification under the securities laws of any such state or jurisdiction.

~~There~~Wilson isSonsini noGoodrich & ~~arrangement~~Rosati, orProfessional ~~understanding~~Corporation, ~~between~~counsel ~~Mr. Wendel~~to ~~and~~the ~~any~~Company, ~~other~~has ~~persons~~issued ~~pursuant~~a tolegal ~~which~~opinion herelating ~~was~~to ~~selected~~the asvalidity aof ~~director.~~the InShares ~~addition,~~being heoffered ispursuant ~~not~~to athe ~~party~~Amendment to ~~any~~Sale ~~transaction,~~Agreement. orA ~~series~~copy of ~~transactions~~such legal opinion, ~~required~~including tothe beconsent ~~disclosed~~included ~~pursuant~~therein, is filed as Exhibit 5.1 to ~~Item 404(a)~~this ofCurrent ~~Regulation~~Report Son Form 8-K and is incorporated herein by reference.

Item 8.01.

Other Information.

As previously disclosed in the Company’s Definitive Information Statement filed on October 20, 2025 (the “Information Statement”), in October 2025, the Company’s Board of Directors (the “Board”) and the holders of a majority of the issued and outstanding shares of the Company’s common stock approved amending the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with a Certificate of Amendment to the Restated Certificate (the “Certificate of Amendment”) to increase the Company’s authorized shares of common stock from 1,350,000,000 shares to 1,650,000,000 shares. As described in the Information Statement, the Certificate of Amendment became effective twenty (20) calendar days after the mailing date of the Information Statement, on November 10, 2025, on which date the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware.

The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the text of the Certificate of Amendment.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
ExhibitNumber	Description of Exhibit
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
3.1*	Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc. dated November 10, 2025.
5.1*	Legal Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
10.1*	Amendment No. 1 to Open Market Sale Agreement dated December 23, 2025, by and between ImmunityBio, Inc. and Jefferies LLC.
23.1*	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Filed herewith.

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.

			IMMUNITYBIO, INC.	~~IMMUNITYBIO, INC.~~
			Registrant	~~Registrant~~
Date: December 15, 2025	By:			/s/ David C. Sachs
Date: December 23, 2025		By:	/s/ David C. Sachs
			David C. Sachs	~~David C. Sachs~~
			Chief Financial Officer	~~Chief Financial Officer~~

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