UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA IN RE IMMUNITYBIO, INC. SHAREHOLDER DERIVATIVE LITIGATION NOTICE OF PROPOSED DERIVATIVE SETTLEMENT Lead Case No.: 3:24-cv-02014-GPC-VET (Consolidated with 3:25

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF CALIFORNIA

NOTICE OF PROPOSED SETTLEMENT OF SHAREHOLDER DERIVATIVE

MATTERS, HEARING THEREON, AND RIGHT TO APPEAR

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT AND DISMISSAL OF LITIGATION AND

CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. YOUR RIGHTS MAY BE AFFECTED BY THESE LEGAL PROCEEDINGS. IF THE COURT APPROVES THE SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT AND FROM PURSUING

IF YOU HOLD IMMUNITYBIO COMMON STOCK FOR THE BENEFIT OF ANOTHER, PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO

SUCH BENEFICIAL OWNER.

THE COURT HAS MADE NO FINDINGS OR DETERMINATIONS CONCERNING THE MERITS OF THE DERIVATIVE MATTERS. THE

RECITATION OF THE BACKGROUND AND CIRCUMSTANCES OF THE SETTLEMENT CONTAINED HEREIN DOES NOT CONSTITUTE THE FINDINGS OF THE COURT. IT IS BASED ON REPRESENTATIONS MADE TO THE COURT BY COUNSEL FOR THE PARTIES.

THE DERIVATIVE MATTERS ARE NOT CLASS ACTIONS. THUS, THERE IS NO COMMON FUND UPON WHICH YOU CAN MAKE A

CLAIM FOR A MONETARY PAYMENT. THERE IS NO PROOF OF CLAIM FORM FOR SHAREHOLDERS TO SUBMIT

IN CONNECTION WITH THIS SETTLEMENT, AND SHAREHOLDERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RESPONSE TO THIS NOTICE.

provided to you of the proposed Settlement1 of the above-captioned consolidated derivative action and certain other Derivative Matters. This Notice is provided by order of the U.S. District Court

for the Southern District of California (the Court ). It is not an expression of any opinion by the Court. It is to notify current shareholders of the terms of the proposed Settlement of the Derivative Matters.

This notice is intended to notify all ImmunityBio shareholders affected by the settlement of the derivative action

styled In re ImmunityBio Inc. Shareholder Derivative Litigation, Lead Case No. 3:24-cv-02014 (S.D. Cal.) (S.D. Cal.) (the Derivative Action ) and all

related Derivative Matters (as defined below) of the Proposed Settlement of Shareholder Derivative Matters, Hearing Thereon, and Right to Appear (the Notice ). The following Settling Parties (defined herein) through their respective

counsel have agreed upon terms to settle the Derivative Matters and have signed the written Stipulation setting forth the terms of the Settlement: (i) plaintiffs Gary Van Luven ( Van Luven ), Angelo Barbieri ( Barbieri ),

and Bong Shin ( Shin ) (the Plaintiffs ) and demand-made shareholders Roland Davies ( Davies ) and Chris Pallas ( Pallas ) (and together with Plaintiffs, the Shareholders ), derivatively on behalf

of ImmunityBio, Inc. ( ImmunityBio or the Company ); (ii) nominal defendant ImmunityBio, a Delaware corporation; and (iii) individual defendants Patrick Soon-Shiong, Richard Adcock, Cheryl L. Cohen, Michael D. Blaszyk,

John Owen Brennan, Linda Maxwell, Wesley Clark, Christobel Selecky, Barry J. Simon, and David C. Sachs (the Individual Defendants, together with ImmunityBio, the Defendants, and together with ImmunityBio and the Shareholders,

the Parties ). Subject to the approval of the Court and the terms and conditions expressly provided

1 The capitalized terms used in this Notice and not otherwise defined are defined in the Stipulation and

Agreement of Settlement ( Stipulation ) (dated May 19, 2025).

therein, the Stipulation is intended by the Settling Parties to fully, finally, and forever resolve,

discharge, and settle the Released Claims.

On November 4, 2025, at 1:30 p.m., the Court will hold a hearing (the Settlement

Hearing ). The purpose of the Settlement Hearing is to determine: (i) whether the Settlement of the Derivative Matters on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to ImmunityBio and Current

ImmunityBio Shareholders, and should be finally approved by the Court; (ii) whether a Judgment as provided in, and attached as Exhibit E to the Stipulation should be entered; (iii) whether to approve Shareholders Counsel request for

attorneys fees and reimbursement of expenses, inclusive of requested Service Awards for Shareholders; and (iv) such other matters as may be necessary or proper in the circumstances.

is a vertically integrated biotechnology company developing next-generation therapies and vaccines that bolster the natural immune system to defeat cancers and infectious diseases. The Company s lead biologic product, Anktiva, is a novel first-in-class IL-15 agonist antibody-cytokine fusion protein. In May 2023, the Company announced that the FDA had rejected its BLA for

Anktiva, not because of any problems with Anktiva s safety and efficacy, but because of cGMP deficiencies identified during a pre-license inspection of its CMOs. On April 22, 2024, upon the

Company s submission of a second BLA, the FDA approved Anktiva with BCG for the treatment of BCG-unresponsive non-muscle invasive bladder cancer with carcinoma in

The Derivative Matters allege that from March 10, 2021 to May 10, 2023, the Individual Defendants all of whom are

current or former Company officers and/or members of the Company s Board of Directors (the Board ) breached their fiduciary duties to the Company and its shareholders and committed other alleged misconduct by failing to conduct

adequate oversight and making or causing the Company to make false and misleading statements that failed to disclose: (1) current Good Manufacturing Practices ( cGMP ) deficiencies at the Company s

third-party contract manufacturing organizations ( CMOs ) for Anktiva; (2) that one or more

of the Company s CMOs for Anktiva did in fact suffer from cGMP deficiencies; (3) that the foregoing deficiencies were likely to cause the U.S. Food and Drug Administration (the FDA ) to reject the Company s Biologics

License Application ( BLA ) for Anktiva; and (4) that the Company overstated the regulatory approval prospects for the Anktiva BLA. The Derivative Matters allege that, as a result of the foregoing, the Company s stock price

declined, precipitating the filing of a related federal securities fraud class action lawsuit captioned In re ImmunityBio, Inc. Securities Litigation, No.

23-cv-01216 (S.D. Cal.) by a class of ImmunityBio investors against the Company and certain of its officers (the Securities Class Action ).

B. Procedural History

February 9, 2024, Davies issued a demand to ImmunityBio to inspect the Company s books and records pursuant to 8 Del. C. 220 ( Section 220 ) in connection with the alleged misconduct described above.

Thereafter, pursuant to a confidentiality agreement, the Company produced non-public, Board-level, internal corporate documents totaling over 600 pages to Davies that were responsive to his Section 220

inspection demand (the 220 Documents ). After reviewing and analyzing the 220 Documents, on September 17, 2024, Davies served the Board with a pre-suit demand under Delaware law requesting that

the Board commence an investigation into the wrongdoing described above and alleged in the Derivative Matters, and/or file a lawsuit against the Individual Defendants regarding the same.

On September 24, 2024, Pallas made a substantially similar demand to inspect the Company s books and records pursuant to

Section 220 in connection with the misconduct described above and alleged in the Derivative Matters. Thereafter, pursuant to a confidentiality agreement, the Company produced the 220 Documents to Pallas.

On October 29, 2024, plaintiff Van Luven filed in the Court a shareholder derivative complaint on behalf of nominal defendant ImmunityBio

against the Individual Defendants, asserting claims for violation of the Securities Exchange Act of 1934 ( Exchange Act ), for breach of fiduciary duty, unjust enrichment, and waste of corporate assets under Delaware law (the Van

Luven Action ). On February 25, 2025, plaintiff Barbieri filed a substantially similar

shareholder derivative complaint in the Court on behalf of nominal defendant ImmunityBio against certain of the Individual Defendants for breach of fiduciary duty and unjust enrichment under Delaware law, and for violations of the Exchange Act (the

Barbieri Action ). On February 26, 2025, plaintiff Shin filed a third substantially similar shareholder derivative complaint in the Court on behalf of nominal defendant ImmunityBio against the Individual Defendants asserting

claims for violation of the Exchange Act, and for breach of fiduciary duty, unjust enrichment, and waste of corporate assets under Delaware law (the Shin Action ). These lawsuits are predicated on the same underlying factual

allegations and alleged wrongdoing as the Securities Class Action.

On May 2, 2025, the parties to the Van Luven,

Barbieri, and Shin Actions jointly moved to consolidate these actions and to appoint Kuehn Law, PLLC as Lead Counsel for Plaintiffs, which the Court granted that same day.

C. Settlement Negotiations

The Parties, by and through their undersigned attorneys, engaged in months of good-faith,

arm s-length discussions and negotiations with regard to the possible settlement of the Derivative Matters. On December 27, 2024, following initial discussions, certain of Shareholders Counsel

sent a detailed settlement demand to Defendants Counsel, including numerous proposed corporate governance reforms. On February 14, 2025, Defendants Counsel responded to the settlement demand with a detailed counteroffer of proposed

corporate governance reforms. Shareholders Counsel and Defendants Counsel then continued to negotiate a potential settlement, exchanging numerous proposals and information and engaging in frank discussions regarding the strengths and

weaknesses of the claims and defenses at issue.

On March 21, 2025, the Parties reached an agreement as to the material terms of the

proposed settlement and executed a confidential settlement term sheet ( Term Sheet ). Pursuant to the Term Sheet, the Company will adopt the corporate governance reforms ( Corporate Governance Reforms ) described in Section III

(below), that were subsequently approved by the Board on April 4, 2025, subject to the Court s approval.

The Parties did not discuss or negotiate the amount or payment of any attorneys fees

for Shareholders Counsel prior to executing the Term Sheet containing the Corporate Governance Reforms. In an attempt to facilitate a negotiation of an attorneys fee award, the Parties agreed, and did, participate in a private mediation

on April 23, 2025 overseen by Jed Melnick, Esq., the same JAMS mediator who mediated the resolution of the Securities Class Action. The Parties were unable to reach an agreement as to Shareholders Counsel s attorneys fees.

The Parties have finalized the Stipulation without an attorneys fees component. Shareholders Counsel will file a fee and expense application to the Court simultaneously with Plaintiffs separate motion for final settlement approval,

to which Defendants may respond and/or oppose. The Court will determine whether to approve Shareholders Counsel s requested award of attorneys fees or some other amount the Court deems appropriate.

The principal terms, conditions and other matters that are part of the Settlement, which is subject to approval by the Court, are summarized

below. This summary should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the Court and is also available for viewing on the Investor Relations page of

ImmunityBio s website at https://ir.immunityBio.com/.

In connection with the Settlement and in consideration of the releases

set forth therein, ImmunityBio shall implement the corporate governance reforms, consistent with the terms and timing set forth below and in Exhibit A of the Stipulation and its subparts (the Reforms ). The Company and its Board

acknowledge and agree that the Settlement and Reforms confer substantial and material benefits on the Company and Current ImmunityBio Shareholders, and that the Derivative Matters and Shareholders and Shareholders Counsel s efforts

were a substantial and material factor in causing ImmunityBio to adopt, implement, and/or maintain the Reforms. Specifically, the Company shall adopt and maintain the below described Reforms for a period of at least four (4) years:

Prior to discussing attorneys fees and reimbursement of expenses for Shareholders Counsel, the Settling

Parties negotiated and agreed upon the Reforms to be adopted as part of theSettlement.Defendants acknowledge that the Settlement confers substantial benefits upon ImmunityBio and Current ImmunityBio Shareholders and, in recognition of those

substantial benefits, that Shareholders Counsel are entitled to an award of attorneys fees and expenses.Shareholders Counsel intend to petition the Court for an award of attorneys fees and litigation expenses not to exceed

$1,400,000 to Shareholders Counsel (the Fee and Expense Award ). Defendants have not and do not agree to a Fee and Expense Award of $1,400,000 or that such an award is appropriate. Defendants are permitted to respond and/or oppose

the Fee and Expense Award application. ImmunityBio and its insurers are responsible for the payment of any Fee and Expense Award, and the Parties agree that no other person or entity shall have any responsibility to contribute to or pay the Fee and

Expense Award. To date, Shareholders Counsel have not received any payments for their efforts on behalf of ImmunityBio shareholders, nor have Shareholders Counsel been reimbursed for their out-of-pocket litigation expenses. The Fee and Expense Amount will compensate Shareholders Counsel for the substantial benefits achieved in

the Derivative Matters, and the risks of undertaking the prosecution of the Derivative Matters on a

Defendants agree not to oppose reasonable service awards in the amount up to $2,500 to each of the Shareholders to be

paid out of the Fee and Expense Amount in recognition of Shareholders efforts to achieve the Settlement s benefits to the Company, subject to Court approval (the Service Awards ).

Counsel for the Settling Parties believe that the Settlement is in the best interests of ImmunityBio, and its shareholders.

A. Why Did the Shareholders Agree to Settle?

The Shareholders and Shareholders Counsel brought the claims in good faith and continue to believe that the claims asserted in the

Derivative Matters have merit. However, the Shareholders and Shareholders Counsel recognize and acknowledge the expense, time, and uncertainty inherent in the continued prosecution of their claims in the Derivative Matters through trial and

any subsequent appeal(s). Shareholders and Shareholders Counsel also have taken into account the uncertain outcome and the risk of any litigation, especially in complex actions such as the Derivative Matters, as well as the difficulties and

delays inherent in such litigation. The Shareholders and Shareholders Counsel also are mindful of the inherent problems of proof of, and possible defenses to, the claims asserted in the Derivative Matters.

Based upon their investigation, Shareholders and Shareholders Counsel have concluded that the terms and conditions of the Stipulation

are fair, reasonable and adequate to Shareholders, Current ImmunityBio Shareholders, and ImmunityBio, and in their best interests, and have agreed to settle the claims raised in the Derivative Matters pursuant to the terms and provisions of the

Stipulation after considering, among other things: (a) the substantial benefits that Current ImmunityBio Shareholders and ImmunityBio have received or will receive from the Settlement; (b) the attendant risks of continued litigation; and

(c) the desirability of permitting the Settlement

to be consummated. In particular, Shareholders and Shareholders Counsel considered the significant