United States securities and exchange commission logo

                          February 8, 2023

       David Sachs
       ImmunityBio, Inc.
       3530 John Hopkins Court,
       San Diego California 92121

                                                        Re: ImmunityBio, Inc.
Statement on Form S-3
                                                            Filed February 7,
                                                            File No. 333-269608

       Dear David Sachs:

              This is to advise you that we have not reviewed and will not
review your registration

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Arzhang
Navai at 202-551-4676 with any questions.


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Tom Hornish, Esq.