Item 2.02 Results of Operations and Financial Condition.

On June 11, 2021, ImmunityBio, Inc. (the "Company" or "our") is providing certain financial information about its estimated cash, cash equivalents and marketable securities balance as of May 31, 2021. The Company is disclosing that it had cash, cash equivalents and marketable securities of approximately $84.0 million (consisting of an estimated $46.0 million of cash and cash equivalents and an estimated $38.0 million of marketable securities) as of May 31, 2021. This amount reflects the Company's preliminary estimates based solely upon information available to it as of the date of this Current Report on Form 8-K, and the amount reported is not a comprehensive statement of its financial results or position as of May 31, 2021. Any actual amount that the Company reports in its Quarterly Report on Form 10-Q for the period ended June 30, 2021 will be subject to its financial closing procedures and any final adjustments that may be made prior to the time its financial results for the period ended June 30, 2021 are finalized. As a result, these preliminary estimates may differ materially from the actual results that will be reflected in the Company's consolidated financial statements for the quarter when they are completed and publicly disclosed.

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

On June 10, 2021, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). Of the 383,067,321 shares of our common stock, par value $0.0001 per share ("Common Stock") outstanding as of April 23, 2021, 354,222,576 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 92.47% 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 Nine Directors. The following nominees were re-elected by the


    holders of our Common Stock to serve as directors to hold office until our
    2022 annual meeting of stockholders and until their successors have been duly
    elected and qualified:




         Nominee                For       Withheld    Broker Non-Votes

Patrick Soon-Shiong, M.D.   331,311,134   3,279,203      19,632,238
Richard Adcock              333,399,786   1,190,552      19,632,238
Barry J. Simon, M.D.        332,252,540   2,337,797      19,632,238
Michael D. Blaszyk          333,752,015    838,322       19,632,238
Cheryl L. Cohen             332,138,664   2,451,674      19,632,238
Christobel Selecky          333,776,452    813,886       19,632,238
John O. Brennan             333,189,109   1,401,229      19,632,238
Wesley Clark                333,117,226   1,473,111      19,632,238
Linda Maxwell, M.D.         333,840,667    749,671       19,632,238





2.  Advisory Vote to Approve Named Executive Officer Compensation, or Say on Pay.
    On an advisory, non-binding basis, the compensation of our named executive
    officers for the year ended December 31, 2020, as disclosed in our proxy
    statement filed with the Securities and Exchange Commission on April 29,
    2021, was approved by our stockholders based on the following results of
    voting:




    For       Against    Abstain    Broker Non-Votes
332,813,017   775,355   1,001,965      19,632,238

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3.  Advisory Vote to Establish Frequency of Say on Pay Vote at Future Annual
    Meetings. On an advisory, non-binding basis, the frequency at which the Say
    on Pay vote will be held at our future annual meetings of stockholder was
    selected as three years based on the following results of voting:




Three Years   Two Years   One Year    Abstain   Broker Non-Votes
323,852,167   2,038,681   8,038,236   661,252      19,632,238




4.  Ratification of Appointment of Independent Registered Public Accounting Firm.
    The appointment of Ernst & Young LLP as our independent registered public
    accounting firm for the fiscal year ending December 31, 2021 was ratified
    based on the following results of voting:




    For       Against   Abstain   Broker Non-Votes
354,001,375   120,155   101,045          -

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