Current Report Filing (8-k)
August 07 2019 - 4:05PM
Edgar (US Regulatory)
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):
August 2, 2019
NantKwest,
Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37507
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43-1979754
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3530 John Hopkins Ct.
San Diego, CA 92121
(Address of principal executive offices, including zip code)
(858)
633-0300
(Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.0001
per share
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NK
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Nasdaq Global Select Market
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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 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Approval of Amended and Restated Bylaws
On August 2, 2019, in the interest of maintaining good corporate governance practices, our board of directors adopted amended and restated
bylaws to implement the requirements of SB 826 that mandates female representation on boards of directors and to make certain other changes. Our board of directors also established a nominating and corporate governance committee and a related party
transaction committee. Cheryl Cohen (chair), Michael Blaszyk, and Steve Gorlin will serve on the nominating and corporate governance committee, and John Thomas (chair), Cheryl Cohen, Frederick Driscoll, and Michael Blaszyk will serve on the related
party transaction committee.
The foregoing description of the changes to our amended and restated bylaws is qualified in its entirety by
reference to our complete amended and restated bylaws, which are filed herewith as Exhibit 3.1 to this Current Report on Form
8-K.
Item 9.01
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Financial Statements and Exhibits.
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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.
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NANTKWEST, INC.
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Date: August 7, 2019
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By:
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/s/ Sonja Nelson
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Chief Financial Officer
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