ImmunityBio Adopts 2025 Equity Plan, Re-elects Board amid Strong Vote

Rhea-AI Filing Summary

ImmunityBio, Inc. (NASDAQ: IBRX) filed an 8-K to report the results of its 2025 Annual Meeting held on 18 June 2025 and the adoption of a new share-based compensation program.

Equity Incentive Plan: Stockholders approved the 2025 Equity Incentive Plan, which immediately replaces the 2015 plan scheduled to expire in July 2025. The new plan reserves 46,088,027 new shares of common stock and allows recycling of up to 32,359,674 shares from previously granted but forfeited or expired awards under the 2015 plan. In total, up to roughly 78 million shares (≈ 8.8 % of shares outstanding) could be issued over time, subject to customary anti-dilution adjustments.

Governance Matters: • A strong quorum was achieved with 785,427,063 shares (≈ 89 % of outstanding) represented.
• All eight incumbent directors—including Executive Chairman Patrick Soon-Shiong, M.D.—were re-elected. “For” votes ranged from 695.2 million to 700.9 million, with minimal opposition and 81.7 million broker non-votes.
• The 2025 Equity Incentive Plan garnered 684.0 million votes “For” (≈ 96 % of votes cast, excluding broker non-votes).
• Deloitte & Touche LLP was ratified as auditor for fiscal 2025 with 781.3 million votes “For” (≈ 99 %).

Strategic Rationale: The Board states the new plan is intended to enhance ImmunityBio’s ability to attract, retain, and motivate key talent by providing equity-based incentives that align employee and shareholder interests. No additional awards will be granted under the 2015 plan, but existing awards will continue to be governed by it.

No financial performance metrics, earnings data, or major transactions were disclosed in this filing. The only exhibit filed is the full text of the 2025 Equity Incentive Plan (Exhibit 10.1).

Positive

• Strong shareholder support: 96 % approval for the 2025 Equity Incentive Plan and ≈ 99 % approval for auditor ratification signal investor confidence.
• High quorum: 89 % of outstanding shares were represented, reflecting engaged ownership and reducing governance risk.
• Clear succession of compensation plans: Transition from the 2015 to 2025 plan avoids gaps in incentive coverage and maintains competitive hiring ability.

Negative

• Potential dilution: Authorisation of up to ~78 million shares (≈ 8.8 % of current shares) could dilute EPS and shareholder value if fully issued.
• Lack of performance metrics disclosure: The filing does not detail performance conditions or vesting criteria, leaving uncertainty around alignment with shareholder returns.

Insights

Corporate Governance Expert

TL;DR: Shareholders approved a large new equity pool; governance process appears sound but dilution risk rises.

The Annual Meeting demonstrated strong shareholder engagement, with an 89 % quorum and overwhelming support for all proposals. The 2025 Equity Incentive Plan was approved with 96 % of votes cast, signalling broad investor acceptance of management's compensation framework. From a governance standpoint, replacing an expiring plan rather than simply extending it shows procedural discipline, and recycling provisions limit waste. However, authorising up to 78 million shares—about 9 % of current shares outstanding—represents material potential dilution. Investors will closely watch award pacing and performance conditions embedded in grants to ensure alignment with long-term value creation.

Portfolio Manager

TL;DR: Neutral event—no earnings data; new option pool may pressure future EPS but supports talent retention.

Operationally, the filing does not alter cash flow or near-term fundamentals. The key takeaway is the enlarged option pool, which, if fully issued, would dilute existing holders by almost nine percent. Given ImmunityBio’s clinical-stage profile, equity is its primary currency for employee rewards; the market generally anticipates such programs. I view the development as strategically necessary, though not immediately value-accretive. Director re-elections and auditor ratification were routine and expected. Overall impact on valuation is minimal today, but model scenarios should include higher fully diluted share counts.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000132611000013261102025-06-182025-06-18

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 (Date of earliest event reported): June 18, 2025

ImmunityBio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37507

43-1979754

(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)

(844) 696-5235

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The board of directors (the “Board”) of ImmunityBio, Inc. (the “Company”) previously approved, subject to stockholder approval, the Company’s 2025 Equity Incentive Plan (the “2025 Plan”). At the 2025 Annual Meeting of Stockholders on June 18, 2025 (the “Annual Meeting”), the Company’s stockholders approved the 2025 Plan, which became effective upon stockholder approval. As of such date, the 2025 Plan replaced the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) in its entirety, which was scheduled to expire in July 2025. No further awards will be made under the 2015 Plan, but the 2015 Plan will continue to govern awards previously granted under it.

The Board approved and recommended the 2025 Plan in order to effectively compete for and appropriately motivate and reward key talent through grants of equity-based awards. The Board believed it to be in the long-term interest of both the Company and its stockholders to strengthen the Company’s ability to attract, retain and motivate employees, officers, non-employee directors and certain other service providers and to provide additional incentive for those persons through stock ownership and other incentives to improve financial performance, increase profits and strengthen the mutuality of interest between those persons and the Company’s stockholders.

Subject to the adjustment provisions of the 2025 Plan, the number of shares of common stock reserved for issuance under the 2025 Plan is: (i) 46,088,027 shares of common stock, plus (ii) up to 32,359,674 shares subject to awards granted under the 2015 Plan that, on or after the date of stockholder approval of the 2025 Plan, expire or terminate without having been exercised in full, are tendered to or withheld for payment of an exercise price or for tax withholding obligations, or are forfeited or repurchased due to failure to vest.

The material terms of the 2025 Plan are described in “Proposal 2 – Approval of the ImmunityBio, Inc. 2025 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 30, 2025, which description is incorporated herein by reference.

The foregoing description of the 2025 Plan is qualified in its entirety by reference to the text of the 2025 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On June 18, 2025, the Company held its Annual Meeting. Of the 882,580,961 shares of our common stock, par value $0.0001 per share (“Common Stock”) outstanding as of April 21, 2025, 785,427,063 shares of Common Stock were represented, either by attending the Annual Meeting virtually or by proxy, constituting (i) a quorum under the Company’s bylaws and (ii) approximately 89% of the outstanding shares of Common Stock entitled to vote. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

1.Election of Eight Directors. The following nominees were re-elected by the holders of our Common Stock to serve as directors for a one year term expiring at the 2026 annual meeting of stockholders based on the following results of voting. Each director’s term continues until the election and qualification of his or her successor, or until his or her earlier retirement, resignation, disqualification, removal, or death.

Nominee						Votes “For”						Votes “Withheld”						“Broker Non-Votes”
Patrick Soon-Shiong, M.D.						695,233,606						8,502,586						81,690,871
Cheryl L. Cohen						700,392,571						3,343,621						81,690,871
Richard Adcock						697,739,427						5,996,765						81,690,871
Michael D. Blaszyk						700,860,890						2,875,302						81,690,871
Wesley Clark						699,411,253						4,324,939						81,690,871
Linda Maxwell, M.D.						700,967,078						2,769,114						81,690,871
Christobel Selecky						700,825,767						2,910,425						81,690,871
Barry J. Simon, M.D.						699,183,289						4,552,903						81,690,871

2.Approval of the ImmunityBio, Inc. 2025 Equity Incentive Plan. The adoption of the ImmunityBio, Inc. 2025 Equity Incentive Plan was approved by our stockholders based on the following results of voting:

Votes “For”						Votes “Against”						Abstentions						“Broker Non-Votes”
684,004,688						18,964,761						766,743						81,690,871

3.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by our stockholders based on the following results of voting:

Votes “For”						Votes “Against”						Abstentions						“Broker Non-Votes”
781,335,243						3,236,161						855,659						—

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

The document listed below is filed with this Current Report on Form 8-K, as indicated therein (numbered in accordance with Item 601 of Regulation S‑K).

Exhibit No.						Description
10.1*#						ImmunityBio, Inc. 2025 Equity Incentive Plan.
104						Cover page interactive data file (embedded within the Inline XBRL document)

_______________

*    Filed herewith.

#    Indicates a management contract or compensatory plan.

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.
Date: June 20, 2025			By:						/s/ David C. Sachs
									David C. Sachs
									Chief Financial Officer

FAQ

How many new shares does ImmunityBio's 2025 Equity Incentive Plan authorize?

The plan reserves 46,088,027 new shares plus up to 32,359,674 shares that may be recycled from the 2015 plan.

What percentage of outstanding shares could the 2025 plan dilute for IBRX investors?

If fully issued, the pool represents roughly 8.8 % of the 882.6 million shares outstanding as of 21 April 2025.

Were all ImmunityBio directors re-elected in 2025?

Yes. All eight nominees received between 695 million and 701 million 'For' votes and were re-elected for one-year terms.

Did shareholders ratify ImmunityBio's auditor for 2025?

Yes. Deloitte & Touche LLP was ratified with 781,335,243 votes 'For' versus 3,236,161 'Against'.

Is ImmunityBio considered an emerging growth company?

No box was checked in the filing, indicating ImmunityBio is not claiming emerging growth company status for this report.

What happens to awards under the 2015 Equity Incentive Plan?

No new grants will be made, but existing awards will continue to be governed by the 2015 plan's terms.