ImmunityBio, Inc. — Regulatory Filings 2017

Jun 13, 2017

8-K 1 d400624d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2017

NantKwest, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37507	43-1979754
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3530 John Hopkins Court

San Diego, California 92121

(Address of principal executive offices, including zip code)

(858) 633-0300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.07 Submission of Matters to a Vote of Security Holders.

We held our 2017 annual meeting of stockholders on June 9, 2017 (the “Annual Meeting”). Of the 82,155,862 shares of our common stock outstanding as of the record date of April 17, 2017, 73,839,241 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 89.88% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

1. Election of Directors. Each of the following nominees was elected to serve as a director, to hold office until our 2018 annual meeting of stockholders and until his respective successor has been duly elected and qualified based on the following results of voting:

Nominee — Patrick Soon-Shiong	59,365,083	5,926,006	8,548,152
Barry J. Simon	59,282,537	6,008,552	8,548,152
Steve Gorlin	63,714,303	1,576,786	8,548,152
Michael D. Blaszyk	64,500,342	790,747	8,548,152
Richard Kusserow	64,325,607	965,482	8,548,152
John T. Potts, Jr.	64,410,791	880,298	8,548,152
John C. Thomas, Jr.	64,322,550	968,539	8,548,152

1. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified based on the following results of voting:

For	Against	Abstentions	Broker Non-Votes
73,606,884	220,389	11,968	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NANTKWEST, INC. — /s/ Patrick Soon-Shiong
Patrick Soon-Shiong Chief Executive Officer
and Chairman