BUSINESS The following summary highlights selected information about us. This summary is not complete and does not contain all the information that you should consider before investing in our common stock. Before making

The following summary highlights selected information about us. This summary is not complete and does not contain all the information that you should

consider before investing in our common stock. Before making an investment decision, you should carefully read the section titled Risk Factors and the financial statements and related notes and the other information that we file with the

Securities and Exchange Commission. Our actual results could differ materially from those anticipated in the forward-looking statements made in our filings with the Securities and Exchange Commission as a result of different factors, including the

risks we face described below and those described in other documents we file with the Securities and Exchange Commission.

We are a pioneering clinical-stage immunotherapy company focused on harnessing the power of the innate immune system by using our natural killer cell, or NK

cells, to treat cancer and viral infectious diseases. NK cells are the body s first line of defense due to their innate ability to rapidly seek and destroy abnormal cells, such as cancer or virally infected cells, without prior exposure or co-activation by other support molecules that are typically required to train and activate adaptive immune cells such as T-cells.

A critical aspect of our strategy is to invest significantly in innovating new therapeutic candidates, based upon our proprietary activated NK, or aNK, cell

platform, and conducting clinical testing and scale manufacturing of our most promising biologic product candidates. We believe our aNK cell is capable of being manufactured as a cell-based off-the-shelf therapy that can be molecularly engineered in a variety of ways to boost its killing capabilities against cancers and virally infected cells.

We retain worldwide commercial rights to clinical and research data, intellectual property and know-how developed with

our aNK cells, as well as what we believe is the only clinical grade master cell bank of aNK cells in existence.

Our Off-the-Shelf Approach

Our NK platforms have demonstrated the ability to induce cell death in cancers and

virally infected cells through a variety of concurrent mechanisms including innate killing, antibody-mediated killing, CAR-directed killing and a combination of both antibody-mediated and CAR-directed killing.

Innate Killing the aNK Platform. We have

developed a unique NK cell platform, which we believe is capable of being manufactured as a cell-based off-the-shelf therapy that can be molecularly

engineered in a variety of ways to boost its killing capabilities against cancers and virally infected cells. Unlike normal natural killer cells, our NK cells do not express the key inhibitory receptors that diseased cells often exploit to turn off

the killing function of natural killer cells and escape elimination. We have developed a unique aNK cell, which omits key inhibitory receptors, while preserving critical activation receptors that enable selective innate targeting and killing of

distressed and diseased cells. They do so through the recognition and binding of stress-proteins that are overexpressed on the surfaces of

Our aNK cells are also designed to deliver a more lethal blow to their target by delivering a larger payload

of lytic enzymes and cytokines responsible for both direct and indirect killing when compared to other natural killer cells isolated from healthy donors. This is due to the higher density of lytic granules and larger cell volume possessed by aNK

cells when compared to that of donor derived natural killer cells. We believe that our aNK cells can be produced at commercial scale as a living drug using our proprietary manufacturing and distribution processes to adequately address

select global cancer markets.

Several phase I safety studies with aNK cells have been conducted in a variety of bulky hematological cancers and solid

tumors, enrolling 46 patients in a range of dose levels and schedules with encouraging evidence of single-agent activity and a durable remission, including some complete responses in liquid tumors. Based on these earlier clinical trials, we have

further modified our aNK platform through virus- free molecular engineering designed to leverage additional modes of killing available to aNKs, including antibody-mediated killing, the haNK platform, and both antibody-mediated and CAR-directed antigen targeted killing, the t-haNK platform.

Antibody-Mediated Killing the haNK

Platform. We have genetically engineered our aNK cell platform to overexpress high-affinity CD16 receptors, which bind to antibodies. These antibody-targeted haNK cells are designed to directly bind to IgG1-type

antibodies, such as avelumab, trastuzumab, cetuximab and rituximab, with the intention of enhancing the cancer killing efficacy of these antibodies by boosting the population of competent natural killer cells that can kill cancer cells through

Antibody Dependent Cellular Cytotoxicity. Antibody products are abundantly utilized to treat cancer and it is estimated that they generate over $100 billion in reported annual sales. A growing number of studies suggest that clinically

meaningful responses to these antibody therapies correlate directly with the overall health of a patient s natural killer cell population and whether they express the high-affinity variant of the CD16 receptor. Currently available literature

estimates that only approximately 10% to 15% of the addressable patient population eligible for antibody therapies carry high-affinity CD16 receptors. This implies that our haNK product candidate may have significant market potential as a

combination therapy to potentially address a large number of patients who do not carry high-affinity CD16 receptors and, as a result, exhibit a poorer response to antibody therapies. We therefore intend to develop our haNK product candidate as a

combination therapy with widely-used U.S. Food and Drug Administration, or FDA, approved antibody products such as avelumab, trastuzumab, cetuximab and rituximab. Current Good Manufacturing Practice, or cGMP, master and working cell banks of our

haNK product candidate have been successfully established and will serve as our source for product for our clinical trials and, if approved, commercialization going forward. We have optimized our manufacturing process partly by designing our haNK

product candidate to not require IL-2 cytokine supplementation to the growth media every few days, thereby enabling us to overcome a technically challenging and costly limitation that many other natural killer cell-based therapies face. We have also

successfully established processes for large-scale production, cryopreservation and long-term storage of final dose forms, thereby optimizing production efficiencies and allowing for on-demand availability

with minimal handling at the infusion sites. Our cryopreserved haNK product candidate has been cleared for clinical testing in several phase Ib/II clinical trials, including our phase II Merkel cell cancer study.

CAR-Directed Killing the taNK Platform. We have genetically

engineered our aNK platform to express CARs that target tumor-specific antigens found on the surfaces of cancers and virally infected cells. Our taNK cells are designed to bind directly to these surface antigens and induce cell death through the

release of toxic granules directly into the tumor cells and release cytokines and chemokines to recruit additional innate and adaptive immune responses, including the recruitment of cytotoxic T-cells. These tumor antigens encompass four categories

of proteins, all of which can be targeted individually by our engineered taNK products:

Preclinical evidence has been mounting which indicates that taNK cell activation through the binding of its CAR receptors to these cancer specific proteins

may be potent enough to override many of the pre- existing inhibitory signals and immunosuppressive factors present in the tumor microenvironment that may be responsible for tumor resistance.

CAR-Directed and Antibody-Mediated Killing the t-haNK Platform. Our newest

and most promising platform for the development of therapeutic product candidates is an innovative, bioengineered combination of our haNK and taNK platforms that incorporates all the features of our haNK platform together with a CAR. The resulting

line of product candidates under this platform avails itself to all three modes of killing: innate, antibody-mediated and CAR-directed killing. These product candidates also include one or more additional

expression elements such as functional cytokines, chemokines and trafficking factors, making them amongst the most versatile in our portfolio. These product candidates are intended to be combined with commercially available therapeutic antibodies to

effectively target either two different epitopes of the same cancer specific protein or two entirely different cancer specific proteins. In addition to our two t-haNK product candidates, PD-L1.t-haNK, recently cleared to commence phase II testing,

and CD19.t-haNK, cleared to commence phase I testing, we believe a pipeline of prominent CARs for t-haNK, including HER2, which is nearing IND submission, and EGFR, which is advancing through clinical enabling studies, among others, will enable us

to potentially address an even broader range of cancers as part of a chemotherapy-free combination regimen.

Our GMP-in-a-Box Approach

Nantkwest is a leading company in the efforts

to generate allogeneic and autologous sourced NK and mesenchymal stem cell, or MSC, therapeutics. We utilize a scalable GMP production process that combines the use of ImmunityBio s, a related party, semi-automated manufacturing equipment,

cytokine expansion and activation reagents such as ImmunityBio s N-803, and unique and simple processing methods, all of which are proprietary. We have optimized processes for generating both fresh and

cryopreserved clinical dose forms of memory-like NK cells with 100% purity (in the allogeneic setting) from a variety of sources, including cord blood and allogeneic and autologous peripheral blood. We have also optimized processes for generating

fresh and cryopreserved clinical dose forms of MSCs from cord tissue and allogeneic bone marrow sources. We avoid the use of both feeder-layers for activation as well as other commonly applied additives that frequently create downstream issues in

achieving a high-quality releasable final dose form and have been able to generate multiple dose forms from each donor product, both of which are critical features in achieving scalability.

Cytokine Enriched Natural Killer (ceNK) Cell Platform. Cytokine-induced memory-like NK

cells are a unique set of lymphocytes that differentiate after a brief pre-activation with interleukin-12 (IL-12), IL-15, and IL-18 and exhibit enhanced responses to cytokine re-stimulation that include enhanced interferon- production and cytotoxicity against leukemic cell lines. These cells have been isolated and characterized by their unique cell-surface marker profile and their highly desirable feature of immune-memory,

marked by their pronounced anti-cancer activity for weeks to months in duration, which has made these cells a research focus for more than a decade.

Based on published literature, to date we believe the ability to generate these memory-like cells at scale has been limited to the work performed at

Washington University by T.A. Fehniger, et al. Published data so far has been limited to the acute myeloid leukemia patient population in the post-allogeneic, haploidentical stem cell transplantation setting. Based on published literature, to date

the Fehniger group has generated enough cells to provide a one-time dose of these cytokine-activated, memory-like NK cells.

Our cytokine enriched natural killer cell program is based on the ability to enrich and expand donor sourced NK cells in a GMP facility to a clinically

relevant scale which allows for the production of a pure cytokine activated and expanded NK cell population that possesses the unique phenotype we call ceNK cells.

NantKwest has developed a unique ability to generate a portfolio of distinct ceNK cell products through the application of ImmunityBio s proprietary

bioreactors and cytokines and our proprietary methods.

Mesenchymal Stem Cell (MSC) Platform. Bone marrow-derived

allogeneic mesenchymal stem cells are considered to be a prominent cell type to treat degenerative diseases and autoimmune disorders. MSCs are reported to be immunoprivileged, allowing for transplantation of allogeneic MSCs without the risk of being

rejected by host immune system. MSCs have been found to be capable of modulating immune responses, thereby reducing inflammation as well as immunopathology and protecting alveolar epithelial

cells during acute respiratory distress syndrome (ARDS), including that triggered by cytokine storm. More importantly, MSCs demonstrated promising activity in reducing the non-productive inflammation and in promoting lung generation in a phase II clinical trial, as well as in patients with ARDS in clinic practice. As a result, we believe MSCs have the potential to alleviate the SARS-CoV-2-derived cytokine storm and ARDS, and thereby have an effect on the treatment of subsequent chronic respiratory dysfunction

We have developed and optimized procedures and proprietary protocols to generate multiple dose forms of MSC products from a single

bone marrow or cord sample, in a scalable format using ImmunityBio s GMP-in-a-Box system.

Research Update on our Product Candidates

Our haNK cell therapeutic candidate is a molecularly engineered variant of our aNK cell platform, which incorporates both the expression of

Recently published preclinical research by our collaborators at the National Cancer Institute under a NantKwest funded clinical research and development

agreement confirms and expands upon earlier research which demonstrated that irradiated and cryopreserved haNK cells showed increased resistance to hypoxic conditions as seen in suppressive tumor microenvironments, a marked distinction from

healthy donor-derived natural killer cells, which exhibit significant impairment in both innate killing and antibody-mediated killing as well as in serial killing capabilities. We believe NK performance under

hypoxemic conditions is indicative of how natural killer cell therapies will fare within the tumor micro-environment. Key points include:

Our haNK platform is itself being evaluated as a product candidate in a phase II clinical trial in patients with Merkel cell carcinoma who have progressed on

or after checkpoint inhibitor therapy.

Additionally, the haNK platform forms the basis of all our t-haNK product candidates, including PD-L1.t-haNK, CD19.t-haNK and Her2.t-haNK, adding an additional mode of cancer targeting via

CARs. A second recent publication of preclinical results by our collaborators at the National Cancer Institute on our PD-L1 t-haNK cells, haNK cells engineered to express

PD-L1 checkpoint-directed chimeric antigen receptors, demonstrated:

PD-L1.t-haNK product candidate is being evaluated in a phase II clinical trial in patients with pancreatic cancers as first-line maintenance or as a second-line therapy.

Additional studies in other cancers are at various stages of advanced planning.

Our primary target therapeutic area is cancer, with a heavy emphasis on

solid tumors. According to the National Cancer Institute, there will be an estimated 1.8 million newly diagnosed cases of cancer in the U.S. in 2020. In 2019 there were an estimated 16.9 million people already living with cancer in the

United States. In addition, we plan to advance therapies for hematologic malignancies and virally induced infectious diseases.

The following table summarizes our current development programs:

Our leading programs reside in two core disease areas: Oncology, which includes haNK and PD-L1.t-haNK programs, and COVID-19, which includes our BM-Allo-MSC and haNK programs. We also have a pipeline of earlier stage t-haNK projects in both Oncology and COVID-19.

Initial clinical experience with aNK and haNK in Merkel cell carcinoma

Based on these encouraging data, we have proceeded with a phase II MCC trial.

Phase II Trial of haNK in Second Line or Greater Merkel Cell Carcinoma

QUILT 3.063 is a phase II, open label, single-arm trial evaluating

the novel triple combination of off-the-shelf haNK cell therapy with N-803 and avelumab, without chemotherapy in

subjects that have progressed after treatment with a checkpoint inhibitor for Merkel cell carcinoma. Avelumab was the first approved checkpoint inhibitor therapy for front-line treatment of patients with Merkel cell carcinomas. This trial, which is

currently enrolling patients, will be evaluating the objective response rate using Response Evaluation Criteria in Solid Tumors (RECIST) version 1.1 based on blinded independent central review. Additional measures of efficacy by

progression-free survival, overall survival, disease-specific survival, duration of response, disease control rate, and quality of life by patient-reported outcomes and measures of safety will also be assessed. Exploratory objectives include the

assessment of the pharmacokinetic and immunogenicity profiles, assessment of tumor molecular profiles and therapy-induced changes in immune responses, and molecular changes in cell-free circulating DNA and RNA, and their correlations with subject