Goodwill and Intangible Assets, Net

Intangible assets, net and goodwill are as follows (in thousands):


	December 31, 2025
	Weighted- Average Life Remaining (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Definite-lived:
Favorable leasehold rights	3.0	$	20,398	$	(7,905)	$	12,493
Developed technology	4.5	553		(55)		498
Total definite-lived assets		20,951		(7,960)		12,991

Indefinite-lived:
Goodwill		910		—		910
In-process software development		52		—		52
Total indefinite-lived assets		962		—		962
Goodwill and intangible assets, net		$	21,913	$	(7,960)	$	13,953


	December 31, 2024
	Weighted- Average Life Remaining (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount


Definite-lived: Favorable leasehold rights	7.1	$	20,398	$	(5,864)	$	14,534



Indefinite-lived:
Goodwill		910		—		910
IPR&D		489		—		489
Total indefinite-lived assets		1,399		—		1,399
Goodwill and intangible assets, net		$	21,797	$	(5,864)	$	15,933

Definite-Lived Intangible Assets

Favorable leasehold rights

In connection with the acquisition of the Dunkirk Facility in 2022, we acquired definite-lived intangibles consisting of favorable leasehold rights.

We recorded amortization expense of our favorable leasehold rights totaling $2.0 million during the years ended December 31, 2025, 2024 and 2023, respectively, in research and development expense, on the consolidated statements of operations.

Developed technology

In connection with the acquisition of VBC in 2015, we acquired IPR&D that was initially recognized at fair value on the acquisition date. As of September 30, 2025, the R&D efforts were deemed complete and we assigned an estimated useful life of five years to the developed technology. During the year ended December 31, 2025, we recorded $0.1 million of amortization expense for developed technology in research and development expense, on the consolidated statement of operations.

Indefinite-Lived Intangible Assets

Goodwill

In September 2024, we entered into an asset purchase agreement with an unrelated party pursuant to which the company acquired the rights to hire its workforce and purchase certain office equipment in exchange for consideration of $1.0 million, net of transaction costs. The transaction was accounted for as a business combination. The fair value of the acquired identifiable net assets was $0.1 million. We recognized the remaining $0.9 million as goodwill. No goodwill impairment was recognized during the years ended December 31, 2025 and 2024.

IPR&D

During the year ended December 31, 2023, we discontinued the research and development program associated with the Tarmogen platform based on results gathered from clinical data. We recorded a charge totaling $0.9 million in impairment of intangible assets, on the consolidated statement of operations in connection with the write down of the carrying value of Tarmogen to zero. No such impairments were recorded during the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, the company had an immaterial amount and $0.5 million of indefinite-lived IPR&D intangible assets, respectively.

Future amortization expense associated with our definite-lived intangible assets, net is as follows (in thousands):


Years ending December 31:	Definite-lived Intangible Assets

2026	$	4,275
2027	4,275
2028	4,275
2029	111
2030	55
Thereafter	—
Total	$	12,991

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.

ImmunityBio, Inc. Goodwill & Intangibles Disclosure

About Goodwill & Intangibles Disclosures

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