Abstract Theoretically a broad spectrum of cancers, including those with low tumor burdens, could respond to NK cell therapy and NK cells might combat resistance to T cell-based therapies. Allogenic NK cells have also demonstrated a good safety profile in clinical trials. These promising features have led to increasing efforts to advance NK-based immunotherapies in recent years. However, efficacy of NK therapy remains limited. Strategies to augment NK efficacy are therefore much needed. To augment the efficacy of adoptive NK cells, most current studies revolve around two focal points: optimizing the source of NK cells and improving their functionality and persistence in vivo. In the current study, we took a different approach by studying how to make cancer cells more vulnerable to NK-mediated killing. It remains unclear to what extent mitochondrial apoptosis is required for NK-mediated killing. We found that primary human NK cells robustly induce mitochondrial apoptosis. Moreover, mitochondrial apoptosis is essential for efficient NK killing, especially at physiologically relevant low E:T ratios (Effector:Target ratios). It is traditionally believed that cytotoxic cell-cancer cell contacts are binary live/death events. We found that NK engagement is often sub-lethal and push cancer cells towards apoptotic threshold (i.e. priming cancer cells for apoptosis), making them more susceptible for killing by subsequent NK contacts. Upregulation of anti-apoptotic proteins has been widely implicated in cancer resistance to chemo- and targeted therapies. We found that overexpression of these proteins such as BCL-2, BCL-XL, and MCL-1 reduced mitochondrial priming for apoptosis and made cancer cells less susceptible to NK killing. We reasoned that additional agents that increase cancer cell mitochondrial priming for apoptosis (e.g., BH3 mimetics) might augment NK-induced killing, as long as NK cells can tolerate these agents. While primary resting NK cells are sensitive to BCL-2, BCL-XL, and MCL-1 inhibitors, unexpectedly, pre-activation with IL-2 conferred resistance of NK cells to these inhibitors. NK cells and BH3 mimetics synergized in both priming and killing cancer cells in vitro. BH3 profiling could also predict the ideal BH3 mimetics to be combined with NK cells for different tumor models. Using liquid and solid tumor xenograft models, we demonstrated that BH3 mimetics synergized with NK cells in suppressing tumor growth and prolonging mouse survival. In summary, we propose a rational strategy to sensitize cancer cells to NK cellular therapy. Moreover, we elucidate the mechanism underlying the apoptotic signaling that is the scientific basis for this strategy. Our results could potentially enable basic, pre-clinical, and clinical studies investigating the combined effects of BH3 mimetics with NK cells in cancers. Citation Format: Rongqing Aaron Pan, Jeremy Ryan, Deng Pan, Kai Wucherpfennig, Anthony Letai. Augmenting NK cell based immunotherapy by targeting mitochondrial apoptosis [abstract]. In: Proceedings of the American Association for Cancer Research Annual Meeting 2022; 2022 Apr 8-13. Philadelphia (PA): AACR; Cancer Res 2022;82(12_Suppl):Abstract nr 4174.