UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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 |
| 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 | — |
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 11, 2021 |
By: | /s/ David Sachs | ||||
| Chief Financial Officer | ||||||