Current Report Filing (8-k)
June 10 2019 - 4:04PM
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): May 31, 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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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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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 8.01 Other Events.
On May 31, 2019, the Superior Court of the State of California, County of San Diego, granted preliminary approval of the settlement in the
stockholder derivative action captioned Meyer v. Soon-Shiong et al., Case No.
37-2019-00019103-CU-SL-CTL
(the Derivative Litigation). The Derivative
Litigation arose from the resolution of three stockholder demands for NantKwest, Inc.s (the Company) board action to remedy purported harm to the Company resulting from certain alleged wrongful conduct concerning, among other
things, disclosures about Dr. Soon-Shiongs compensation and a related-party lease agreement.
Pursuant to the Order granting
preliminary approval, the Company is publishing the Notice of Pendency of Proposed Settlement of Stockholder Derivative Action, dated May 31, 2019 (the Notice), attached hereto as Exhibit 99.1. The Stipulation of Settlement was
previously disclosed on the Companys Form
10-Q,
filed on May 8, 2019, and is attached hereto as Exhibit 99.2. This Notice and the Stipulation of Settlement are available for review on the
companys investor relations website at https://ir.nantkwest.com.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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: June 10, 2019
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By:
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/s/ Sonja Nelson
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Chief Financial Officer
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