UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of 2023 Discretionary Executive Bonuses
On February 22, 2024, ImmunityBio, Inc., a Delaware corporation (the “Company”), approved the payment of discretionary cash bonuses as set forth below (the “2023 Bonuses”) to the Company’s named executive officers, consisting of Dr. Patrick Soon-Shiong, Richard Adcock and David Sachs (the “NEOs”) based on the performance of each NEO in 2023 and after taking all relevant factors into consideration. The 2023 Bonuses will be paid, less applicable withholdings, on or about March 15, 2024.
| NAME |
2023 Bonus | |
| Dr. Patrick Soon-Shiong | $232,875 | |
| Richard Adcock | $298,500 | |
| David Sachs | $273,980 |
RSU and Option Awards Under the Long-Term Incentive Plan
The Company also established the program design and grant guidelines for its 2024 Long-Term Incentive Program (the “LTIP”). Under the LTIP, the NEOs and other officers and employees are eligible to be awarded option awards and/or restricted stock units from the Company’s Amended and Restated 2015 Equity Incentive Plan, as amended (the “2015 Plan”). On February 22, 2024, the Company granted option awards to purchase shares of the Company’s common stock and restricted stock units settleable in shares of the Company’s common stock (the “Awards”) under the 2015 Plan to the NEOs, as set forth in the table below. Each Award shall vest ratably over 3 years, subject in each instance to the Award recipient remaining a Service Provider (as that term is defined in the 2015 Plan) through each applicable vesting date.
RSU AWARDS
| NAME |
NO. OF SHARES |
|||
| Dr. Patrick Soon-Shiong |
342,987 | |||
| Richard Adcock |
457,317 | |||
| David Sachs |
121,951 | |||
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OPTIONS
| NAME |
ISO/ NSO(1) |
NO. OF SHARES |
EXERCISE PRICE(2) |
|||||||||
| Dr. Patrick Soon-Shiong |
NSO | 1,193,597 | $ | 5.24 | ||||||||
| Richard Adcock |
ISO | 1,591,463 | $ | 5.24 | ||||||||
| David Sachs |
ISO | 424,390 | $ | 5.24 | ||||||||
| (1) | For Incentive Stock Options (ISOs), to the maximum extent allowable under Section 422 of the Internal Revenue Code of 1986, as amended, with any excess treated as a nonqualified stock option (NSOs). |
| (2) | Equal to the closing price of the Company’s common stock in trading on the grant date. |
NEOs’ 2024 Annual Salary and Bonus
On February 22, 2024, the Company established the annual rate of base salary and target bonus, as a percentage of Annual Salary, of the NEOs as follows, effective March 11, 2024:
| NAME |
2024 Annual Salary |
2024 Target Bonus |
||||||
| Dr. Patrick Soon-Shiong |
$ | 621,000 | 75 | % | ||||
| Richard Adcock |
$ | 796,000 | 75 | % | ||||
| David Sachs |
$ | 575,358 | 50 | % | ||||
| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On February 22, 2024, the Board of Directors (the “Board”) of the Company approved a Code of Business Conduct and Ethics to replace the Company’s prior Code of Global Business Conduct and Ethics (each acting as the Company’s “Code of Ethics”). The Code of Ethics was approved and adopted by the Board as part of its ordinary course recurrent review of the Company’s codes and policies and its planned progression towards commercialization and applies to all officers, directors and employees of the Company. The revised Code of Ethics did not relate to or result in any waiver, explicit or implicit, of any provision of the Company’s Code of Ethics in effect prior to the amendment. The revised Code of Ethics updates and enhances provisions including, but not limited to, the Company’s policies concerning fair dealing and compliance with healthcare laws.
The above description of the Code of Ethics does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Ethics, a copy of which is available on the corporate governance subpage of the Company’s website at www.immunitybio.com (under the link “Governance Documents”). Information on the Company’s website shall not be deemed incorporated by reference into, or to be a part of, this Current Report on Form 8-K.
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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: February 23, 2024 |
By: | /s/ Jason Liljestrom | ||||
| Jason Liljestrom General Counsel and Corporate Secretary | ||||||
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