In re ImmunityBio Inc. Securities Litigation

You or someone in your family may have purchased or acquired ImmunityBio (NASDAQ: IBRX) securities during the Settlement Class Period of March 10, 2021, and May 10, 2023, both dates inclusive.

The Court directed that the Notice be sent to Settlement Class members because they have a right to know about the proposed Settlement of this class action lawsuit and about all of their options before the Court decides whether to approve the Settlement. If the Court approves the Settlement and after objections and appeals—if any—are resolved, the Claims Administrator appointed by the Court will make the payments provided for in the Settlement.

The Action is known as In re ImmunityBio, Inc. Securities Litigation, Case No. 23-cv-01216 and is pending in the United States District Court for the Southern District of California. The Action has been overseen by the Honorable Gonzalo P. Curiel, United States District Court Judge.

This Action brings claims against Defendants for alleged violations of provisions of the Securities Exchange Act of 1934 (the “Exchange Act”). The First Amended Class Action Complaint (“FAC”) alleges, among other things, that Defendants made misrepresentations and/or omissions of material fact in public statements regarding ImmunityBio’s manufacturing capabilities, compliance with required current good manufacturing practices (“cGMP”) promulgated by the U.S. Food and Drug Administration (“FDA”), and the FDA approval prospects for its lead product candidate, Anktiva. It further alleges that communications with the contract manufacturing organizations (each, a “CMO”) that manufactured Anktiva for ImmunityBio, documentation received from the FDA, and mock inspections of a CMO alerted the Company to cGMP violations and the risk of non-approval or delay of the Biologics License Application it submitted to the FDA for Anktiva, yet Defendants did not adequately disclose this information. The FAC alleges that, among other things, this conduct was not known to investors until the FDA released a Complete Response Letter on May 11, 2023. The FAC further alleges that the revelation of Defendants’ alleged fraud caused a statistically significant stock price decline, thereby injuring Lead Plaintiff and other Settlement Class members. Defendants have consistently denied, and continue to deny, each and every one of these allegations and deny they have committed any act or omission giving rise to any liability or violation of the law.

Classes are generally used in lawsuits that affect a large number of individuals. A class action consolidates into a single action all of the claims of individuals allegedly harmed by the same conduct or course of conduct in the same period of time, thus removing the need for members of the class to file their own individual lawsuits to seek recovery for the harm alleged. Once the class is certified, the Court is empowered to resolve all issues on behalf of members of the class, except for those class members, if any, who specifically choose to exclude themselves from the class.

As part of the Settlement approval process, Lead Plaintiff will ask the Court to certify a class for settlement purposes only. The proposed Settlement Class will consist of all persons who purchased or acquired ImmunityBio (NASDAQ: IBRX) securities between March 10, 2021, and May 10, 2023, both dates inclusive, except those expressly excluded. Excluded from the Settlement Class are Defendants; members of the immediate family of the Defendants; the subsidiaries and affiliates of any Defendants; any entity in which any Defendant had a controlling interest during the Settlement Class Period; any person or entity who is a partner, executive officer, director or controlling person of any of the Defendants; any entity in which any Defendant has a controlling interest; and the legal representatives, heirs, successors and assigns of any such excluded party. Also excluded from the Settlement Class are any Settlement Class members who or which submit a valid request for exclusion from the Settlement Class in accordance with the requirements established by the Court.

This Action has not gone to trial, and the Court has not decided in favor of either side. Instead, legal counsel for all the parties participated in an all-day mediation before an experienced, neutral mediator and, after further negotiations, the Parties agreed to, and memorialized, the Settlement to avoid the costs and risks of further litigation.

Lead Plaintiff and Co-Lead Counsel believe that the Settlement is in the Settlement Class members’ best interest and provides them with a substantial benefit now, instead of engaging in years of further uncertain and expensive litigation; likely discovery disputes; a contested motion for class certification; the Parties’ competing motions for summary judgment; pre-trial evidentiary motions; and a lengthy trial; likely appeals; and attempts to enforce any judgment — much of which could result in the Settlement Class receiving no recovery at all. By settling the Action with the Defendants at this point, Lead Plaintiff is not admitting that the Action lacked merit, or that the Settlement Class’s ultimate recovery would not have been greater than the Settlement Amount had litigation continued. Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, shall be construed as an admission or concession by the Lead Plaintiff or the Settlement Class members that any of their claims lack merit; that any defenses asserted by any of the Defendants in the Action have any merit; or that damages recoverable in the Action would not have exceeded the Settlement Amount.

Defendants have denied, and continue to deny, that they engaged in any wrongdoing of any kind, or that they violated or breached any law, regulation, or duty owed to Lead Plaintiff or the other Settlement Class members, or that they have liability as a result of the allegations made and claims brought by Lead Plaintiff. Defendants maintain that they have meritorious defenses and believe they have would have prevailed at any trial in this Action. Nonetheless, Defendants have concluded that further litigation of this Action would be protracted and expensive, taking into account the uncertainty and risks inherent in any litigation, especially in complex cases like this Action. Defendants have, therefore, determined that it is desirable and beneficial to fully and finally settle the Released Claims on the terms set forth in the Stipulation.

The Settlement must be compared to the risk of no recovery after contested dispositive motions, trial, and likely appeals. A trial is a risky proposition. The claims in the Action involve numerous complex legal and factual issues, many of which would require expert testimony. The Parties disagree on both liability and damages, and do not agree on the average amount of damages per share, if any, that would be recoverable if Lead Plaintiff were to prevail on each claim alleged against the Defendants. Among their many other disagreements are: (1) whether the Defendants violated the securities laws or otherwise engaged in wrongdoing; (2) whether the misrepresentations and omissions alleged by Lead Plaintiff were material, false, misleading or otherwise actionable; (3) the extent (if any) that the alleged misrepresentations and omissions influenced ImmunityBio’s stock price during the Settlement Class Period; and (4) the method for determining whether, and the extent to which, purchasers of ImmunityBio stock suffered injury and damages that could be recovered at trial.

The Settlement Class includes all persons who purchased or acquired ImmunityBio (NASDAQ: IBRX) securities between March 10, 2021, and May 10, 2023, both dates inclusive, except for those expressly excluded from the Settlement Class as detailed in the following section.

Yes. You are not a member of the Settlement Class if you did not purchase or acquire ImmunityBio securities on or between the dates listed above. If you purchased or acquired ImmunityBio securities some other time, or did not purchase or acquire it at all, you are not included within the Settlement Class.

You are also not a member of the Settlement Class if you are on the list of persons and entities that are specifically excluded from it, see FAQ 3.

If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 1-888-853-4782 or by email at info@ImmunityBioSecuritiesSettlement.com for more information. Or you can complete the Proof of Claim Form online here or fill out and return the Proof of Claim Form enclosed with the Notice package, with appropriate supporting documentation, to see if you qualify.

In exchange for the Settlement and release of the Lead Plaintiff’s Claims (defined below) as well as dismissal of the Action, Defendants have agreed to pay, or cause to be paid, ten million five hundred thousand dollars ($10,500,000.00) to be divided, after payment of Court-approved attorneys’ fees and expenses, the costs of claims administration, including the costs of printing and mailing the Notice and the cost of publishing the Notice, any compensatory award granted to Lead Plaintiff, and Taxes and Tax Expenses (the “Net Settlement Fund”), pro rata among all Settlement Class members who send in a valid Proof of Claim Form.

Your share of the Net Settlement Fund will depend on several factors, including the following: how many Settlement Class members submit timely and valid Proof of Claim Forms; the total Recognized Losses represented by the valid Proof of Claim Forms that the Settlement Class members send in; your Recognized Losses, based on the number of ImmunityBio shares you purchased during the Settlement Class Period, how much you paid for them, when you purchased them, and, if you sold them, when, and for how much, you sold them.

By following the instructions in the Plan of Allocation, you can calculate what is called your Recognized Loss. It is unlikely that you will get a payment for all of your Recognized Loss. After all Settlement Class members have sent in their Proof of Claim Forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Loss divided by the total of everyone’s Recognized Losses. See the Plan of Allocation for more information.

To qualify for a payment, you must submit a Proof of Claim Form, which can be completed online here. If you choose to download the Proof of Claim Form, the signed and completed Form, as well as all the required documents, must be printed out and mailed to the Claims Administrator at the address below. The Proof of Claim Form, whether completed online or mailed to the Claims Administrator, and all supporting documentation must be received by July 7, 2025.

Please be sure to read the Proof of Claim Form instructions carefully.

If you decide to mail the Proof of Claim Form to the Claims Administrator, please send it to the following address:

ImmunityBio Securities Settlement c/o Epiq
P.O. Box 2239
Portland, Oregon 97208-2239

The Court will hold a Settlement Fairness Hearing on June 13, 2025, to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals afterwards. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proof of Claim Forms to be processed, including the process of identifying and attempting to cure defects in Proof of Claim Forms that were submitted by Settlement Class members. Please be patient.

Unless you timely exclude yourself from the Settlement Class, you will remain a Settlement Class member and will be bound by the Releases set forth in the Stipulation. That means you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants or the other Released Defendant Parties about Lead Plaintiff’s Claims in this Action. It also means that all of the Court’s orders will apply to you and legally bind you, and you will release your claims in this Action against the Defendants and the other Released Defendants’ Parties. The terms of the Releases are included in the Proof of Claim Form that is enclosed with the Notice.

If you do not want a payment from this Settlement, and you want to keep the right to sue the Defendants and the other Released Defendant Parties on your own about the legal issues that were litigated in this Action, then you must take steps to remove yourself from the Settlement Class. This is called excluding yourself from—sometimes referred to as “opting out”—the Settlement Class. If you decide to exclude yourself from the Settlement Class, and wish to file your own individual lawsuit, Defendants may argue in the future that you face a time bar under applicable statutes of limitation or repose, risks that you should discuss with an appropriate legal advisor.

To exclude yourself from the Settlement Class, you must send a letter by First-Class Mail (e-mail or phone call will not suffice) stating that you “request exclusion from the Settlement Class in In re ImmunityBio, Inc. Securities Litigation, Case No. 23-cv-01216.” Your letter must include the date(s), price(s), and number(s) of all purchases and sales of ImmunityBio securities during the Settlement Class Period. In addition, you must include your name, address, telephone number, and your signature. You must mail your exclusion no later than May 23, 2025, to:

ImmunityBio Securities Settlement c/o Epiq
P.O. Box 2239
Portland, Oregon 97208-2239

If you ask to be excluded, you will not get any payment, and you cannot object to the Settlement. You will not be legally bound by anything that happens in the Action.

No. Unless you exclude yourself from the Settlement Class, you give up any rights to sue the Defendants and the other Released Defendant Parties in connection with Lead Plaintiff’s Claims. The meaning of Lead Plaintiff’s Claims and claims that are excluded are included in the Proof of Claim Form as well as in the Stipulation that is posted here. If you have a pending lawsuit against the Defendants or other Released Defendant Parties based on the Released Lead Plaintiff Parties’ Claims, speak to your lawyer in that case immediately. You must exclude yourself from this Action to continue your own lawsuit. Remember, the exclusion deadline is May 23, 2025.

No. If you exclude yourself, you may not send in a Proof of Claim Form to ask for any money from this Settlement.

The Court ordered that the law firms of Pomerantz LLP and Holzer & Holzer, LLC shall represent the Settlement Class members, including you. These lawyers are referred to as Co-Lead Counsel. You will not be personally liable for the fees and expenses incurred by these lawyers, which will be paid from the Settlement Fund, as approved by the Court. If you want to be represented by your own lawyer, you may hire one at your own expense.

Co-Lead Counsel have litigated this Action since June 2023 on a wholly contingent basis, meaning that they have not been paid any attorneys’ fees for the time devoted to the lawsuit, nor have they been reimbursed for their out-of-pocket expenses incurred in connection with litigating the Action during that time period. As such, as part of the Settlement approval process, Co-Lead Counsel will move the Court for an award of attorneys’ fees in an amount not to exceed one third (33 and ⅓%) of the Settlement Fund and for out-of-pocket expenses in an amount not to exceed two hundred thousand ($200,000) in connection with the litigation, plus interest earned on such fees and expenses. The Court will decide whether to grant this request, and, if it is granted, how much to award Co-Lead Counsel. Such sums as may be approved by the Court will be paid from the Settlement Fund.

Co-Lead Counsel will file one or more formal motions with the Court for approval of the Settlement, the Plan of Allocation, the request for attorneys’ fees and reimbursement of expenses, and the request for a compensatory award to Lead Plaintiff no later than May 14, 2025.

Co-Lead Counsel believes that the requested attorneys’ fees are warranted in light of their efforts, on a wholly contingent basis, to investigate the underlying claims, to work with a private investigator and a damages consultant, to file an initial Complaint, to file a First Amended Class Action Complaint after continued investigation and their appointment as Co-Lead Counsel, to litigate and overcome Defendants’ motion to dismiss, to secure key discovery from Defendants and respond to discovery requests from Defendants, to prepare a detailed meditation statement, to mediate the dispute for a full day before an experienced mediator and thereafter to negotiate the Settlement and work to memorialize it in a Confidential Term Sheet and then a detailed Stipulation with a proposed proof of claim form and proposed notices, and submit the Settlement to the Court for necessary approvals. Co-Lead Counsel’s motion will argue that the requested fees are well within the range of fees awarded to class counsel under similar circumstances in other cases of this type and are reasonable when compared against Co-Lead Counsel’s actual time devoted to the litigation of the Action at the applicable billing rates of Co-Lead Counsel’s attorneys and paralegals. The Court determines what to award Co-Lead Counsel as fees and expenses from the Settlement Fund and may award more or less than the amount requested, at its discretion.

If you are a Settlement Class member, you can object to the proposed Settlement, the proposed Plan of Allocation, any proposed compensatory award to Lead Plaintiff, and/or Co-Lead Counsel’s fee, cost, and expense application. You can write to the Court setting out your objection. The Court will consider your views. To object, you must send a signed letter saying that you “object to the proposed Settlement in In re ImmunityBio, Inc. Securities Litigation, Case No. 23-cv- 01216.” Be sure to include your name, address, telephone number, and your signature, identify the date(s), price(s), and number(s) of ImmunityBio securities that you purchased or otherwise acquired and sold or otherwise disposed of during the Settlement Class Period, and state the reasons why you object to the proposed Settlement. If you object to either the Settlement, requested attorneys’ fees or reimbursement of expenses, or Lead Plaintiff’s compensatory award, you subject yourself to the jurisdiction of the Court in this matter, and Lead Plaintiff, acting through Co-Lead Counsel, will have the right to take your deposition prior to the Settlement Fairness Hearing. If you refuse to have your deposition testimony taken upon Lead Plaintiff’s request, your objection will be deemed invalid. Your objection must be filed with the Court and mailed or delivered to each of the following addresses by no later than May 23, 2025:

Objecting is simply telling the Court that you do not like something about the proposed Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class and do not want to seek a payment from the Settlement Fund. If you exclude yourself, you have no basis to object because the case no longer affects you.

The Court will hold a hearing to decide whether to approve the proposed Settlement. You may attend, and you may ask to speak, but you do not have to do so.

The Court will hold a Settlement Fairness Hearing on June 13, 2025, at 1.30 p.m., at the Edward J. Schwartz United States Courthouse, 221 West Broadway, San Diego, CA 92101, in Courtroom 2D, for the following reasons: to determine whether the proposed Settlement of the Action on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Settlement Class and should be approved by the Court; to determine whether a proposed Order and Final Judgment as provided in the Stipulation should be entered; to determine whether the proposed Plan of Allocation for distributing Settlement proceeds to Settlement Class members should be approved; to determine the amount of fees, costs, and expenses that should be awarded to Co-Lead Counsel; to determine the amount of any compensatory award to Lead Plaintiff for his service to the Settlement Class; and to consider such other matters as the Court may deem appropriate. If there are objections, the Court will consider them. The Court will listen to people who have asked to speak at the Settlement Fairness Hearing.

At or after the Settlement Fairness Hearing, the Court will decide whether to approve the Settlement and, if so, whether to grant the amount of any awards to Co-Lead Counsel and to Lead Plaintiff. We do not know how long these decisions will take.

You should be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to Settlement Class members, though any revised dates or times will be promptly posted to this website. The Court may also choose to hold the Settlement Hearing additionally or exclusively by teleconference or over the Court’s virtual (Zoom) service.

No. Co-Lead Counsel will answer questions the Court may have and has extensive experience handling settlement-related hearings of this nature. But you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Settlement Class members do not need to appear at the hearing or take any other action to indicate their approval.

If you object to the Settlement, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see FAQ 18) a statement saying that it is your “intention to appear in In re ImmunityBio, Inc. Securities Litigation, Case No. 23-cv-01216.” Persons who intend to object to the Settlement, the Plan of Allocation, any proposed compensatory award, and/or the application for an award of attorneys’ fees, costs, and expenses and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Hearing. You cannot speak at the hearing if you exclude yourself.

If you do nothing, all of your claims against the Defendants and the other Released Defendant Parties will be released, but you will not receive any money from this Settlement, because it is necessary to submit a Proof of Claim Form, with appropriate supporting documentation, to share in the Settlement proceeds.

This website and the Notice summarize the proposed Settlement. More details are in the Stipulation. The Stipulation is the controlling document describing the proposed Settlement and its terms govern anything to the contrary in this Notice. You can get a copy of the Stipulation and obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at 1-888-853-4782, or by downloading it from the Important Documents page.