As previously announced, on December 21, 2020, NantKwest, Inc., a Delaware corporation (NantKwest), ImmunityBio, Inc., a Delaware corporation
(ImmunityBio), and Nectarine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of NantKwest (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement), providing for,
under the terms and subject to the conditions contained therein, the merger of Merger Sub with and into ImmunityBio (the Merger), with ImmunityBio surviving the Merger as a direct wholly owned subsidiary of NantKwest. On
February 24, 2021, ImmunityBio issued a press release announcing the appointment of John Brennan and Wesley Clark as directors of ImmunityBio, effective immediately. A copy of the press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
Forward Looking Statements
This communication contains forward-looking statements relating to the proposed transaction involving NantKwest and ImmunityBio, including statements as to the
expected timing, completion and effects of the proposed transaction. Statements in this communication that are not statements of historical fact are considered forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which are usually identified by the use of words such as anticipates,
believes, continues, could, estimates, expects, intends, may, plans, potential, predicts, projects,
seeks, should, will, and variations of such words or similar expressions. These forward-looking statements are neither forecasts, promises nor guarantees, and are based on the current beliefs of NantKwests
management and ImmunityBios management as well as assumptions made by and information currently available to NantKwest and ImmunityBio. Such statements reflect the current views of NantKwest and ImmunityBio with respect to future events and
are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies and assumptions about NantKwest and ImmunityBio, including, without limitation, (i) inability to complete the
proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived, (ii) uncertainty as to the timing of completion of the proposed transaction, (iii) potential adverse
effects or changes to relationships with employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction, (iv) the outcome of any legal proceedings that may be instituted against the parties and
others related to the potential transaction between NantKwest and ImmunityBio, (v) possible disruptions from the proposed transaction that could harm NantKwests or ImmunityBios respective business, including current plans and
operations, (vi) unexpected costs, charges or expenses resulting from the proposed transaction, (vii) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction, including the
possibility that the expected synergies and value creation from the proposed transaction will not be realized or will not be realized within the expected time period, (viii) the ability of each of NantKwest or ImmunityBio to continue its
planned preclinical and clinical development of its respective development programs, and the timing and success of any such continued preclinical and clinical development and planned regulatory submissions, (ix) inability to retain and hire key
personnel, and (x) the unknown future impact of the COVID-19 pandemic delay on certain clinical trial milestones and/or NantKwests or ImmunityBios operations or operating expenses. More
details about these and other risks that may impact NantKwests business are described under the heading Risk Factors in NantKwests most recent Quarterly Report on Form 10-Q and Annual
Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) and in subsequent filings made by NantKwest with the SEC, which are available on the SECs website at
www.sec.gov. NantKwest and ImmunityBio caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. NantKwest and ImmunityBio do not undertake any duty to update any forward-looking statement or
other information in this communication, except to the extent required by law.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any
proxy, vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.