UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10‑Q
(Mark One)
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2019
OR
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the Transition Period From
_____
to
_____
Commission file number: 001-37507
NANTKWEST, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
|
|
43-1979754
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
3530 John Hopkins Court
San Diego, California
|
|
92121
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code: (858) 633-0300
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.0001 par value per share
|
|
NK
|
|
The Nasdaq Global Select Market
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☒
|
|
|
|
|
|
|
|
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.
☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
As of August 2, 2019 the registrant had 98,307,859 shares of common stock, $0.0001 par value per share, outstanding.
TABLE OF CONTENTS
-i
-
PART I
—
FINANCI
AL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NantKwest, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except for share amounts)
|
|
June 30, 2019
|
|
|
December 31, 2018
|
|
|
|
(Unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
17,279
|
|
|
$
|
16,821
|
|
Restricted cash
|
|
|
250
|
|
|
|
—
|
|
Prepaid expenses and other current assets
|
|
|
2,746
|
|
|
|
13,900
|
|
Marketable debt securities, available-for-sale
|
|
|
66,773
|
|
|
|
57,328
|
|
Notes receivable, held-to-maturity
|
|
|
—
|
|
|
|
723
|
|
Total current assets
|
|
|
87,048
|
|
|
|
88,772
|
|
Marketable debt securities, noncurrent
|
|
|
1,483
|
|
|
|
5,701
|
|
Property, plant and equipment, net
|
|
|
65,089
|
|
|
|
76,885
|
|
Operating lease right-of-use assets, net
|
|
|
12,513
|
|
|
|
—
|
|
Investment in equity securities
|
|
|
9,253
|
|
|
|
8,500
|
|
Intangible assets, net
|
|
|
—
|
|
|
|
565
|
|
Other assets
|
|
|
310
|
|
|
|
1,527
|
|
Total assets
|
|
$
|
175,696
|
|
|
$
|
181,950
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,927
|
|
|
$
|
2,793
|
|
Accrued expenses
|
|
|
6,466
|
|
|
|
21,104
|
|
Due to related parties
|
|
|
957
|
|
|
|
1,696
|
|
Other current liabilities
|
|
|
3,080
|
|
|
|
1,667
|
|
Total current liabilities
|
|
|
12,430
|
|
|
|
27,260
|
|
Operating lease liability, less current portion
|
|
|
11,997
|
|
|
|
—
|
|
Financing obligation, less current portion
|
|
|
—
|
|
|
|
5,945
|
|
Deferred rent
|
|
|
—
|
|
|
|
2,739
|
|
Total liabilities
|
|
|
24,427
|
|
|
|
35,944
|
|
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value per share; 500,000,000 shares authorized;
98,307,859 and 79,087,734 shares issued and outstanding at June 30, 2019 and
December 31, 2018, respectively
|
|
|
10
|
|
|
|
8
|
|
Additional paid-in capital
|
|
|
782,312
|
|
|
|
741,246
|
|
Accumulated other comprehensive loss
|
|
|
(84
|
)
|
|
|
(267
|
)
|
Accumulated deficit
|
|
|
(630,969
|
)
|
|
|
(594,981
|
)
|
Total stockholders’ equity
|
|
|
151,269
|
|
|
|
146,006
|
|
Total liabilities and stockholders’ equity
|
|
$
|
175,696
|
|
|
$
|
181,950
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
NantKwest,
Inc.
Condensed Consolidated Statements of Operations
(in thousands, except for share and per share amounts)
(Unaudited)
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Revenue
|
|
$
|
17
|
|
|
$
|
4
|
|
|
$
|
22
|
|
|
$
|
9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development (including amounts with
related parties)
|
|
|
13,131
|
|
|
|
14,688
|
|
|
|
25,729
|
|
|
|
28,679
|
|
Selling, general and administrative (including amounts
with related parties)
|
|
|
4,182
|
|
|
|
13,594
|
|
|
|
9,924
|
|
|
|
27,892
|
|
Total operating expenses
|
|
|
17,313
|
|
|
|
28,282
|
|
|
|
35,653
|
|
|
|
56,571
|
|
Loss from operations
|
|
|
(17,296
|
)
|
|
|
(28,278
|
)
|
|
|
(35,631
|
)
|
|
|
(56,562
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income, net
|
|
|
533
|
|
|
|
490
|
|
|
|
903
|
|
|
|
995
|
|
Interest expense (including amounts with related parties)
|
|
|
—
|
|
|
|
(106
|
)
|
|
|
(3
|
)
|
|
|
(139
|
)
|
Other income, net (including amounts with related parties)
|
|
|
83
|
|
|
|
39
|
|
|
|
130
|
|
|
|
208
|
|
Total other income
|
|
|
616
|
|
|
|
423
|
|
|
|
1,030
|
|
|
|
1,064
|
|
Loss before income taxes
|
|
|
(16,680
|
)
|
|
|
(27,855
|
)
|
|
|
(34,601
|
)
|
|
|
(55,498
|
)
|
Income tax (expense) benefit
|
|
|
(2
|
)
|
|
|
123
|
|
|
|
34
|
|
|
|
247
|
|
Net loss
|
|
$
|
(16,682
|
)
|
|
$
|
(27,732
|
)
|
|
$
|
(34,567
|
)
|
|
$
|
(55,251
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
(0.17
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.70
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
98,594,355
|
|
|
|
79,107,208
|
|
|
|
89,975,707
|
|
|
|
79,071,824
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
NantKwest, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(Unaudited)
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Net loss
|
|
$
|
(16,682
|
)
|
|
$
|
(27,732
|
)
|
|
$
|
(34,567
|
)
|
|
$
|
(55,251
|
)
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gain (loss) on available-for-sale securities
|
|
|
122
|
|
|
|
107
|
|
|
|
183
|
|
|
|
(67
|
)
|
Total other comprehensive income (loss)
|
|
|
122
|
|
|
|
107
|
|
|
|
183
|
|
|
|
(67
|
)
|
Comprehensive loss
|
|
$
|
(16,560
|
)
|
|
$
|
(27,625
|
)
|
|
$
|
(34,384
|
)
|
|
$
|
(55,318
|
)
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
NantKwest, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except for share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
|
|
|
Three months ended June 30, 2019
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Loss
|
|
|
Deficit
|
|
|
Total
|
|
Balance at March 31, 2019
|
|
|
98,674,153
|
|
|
$
|
10
|
|
|
$
|
781,790
|
|
|
$
|
(206
|
)
|
|
$
|
(613,786
|
)
|
|
$
|
167,808
|
|
Stock-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
522
|
|
|
|
—
|
|
|
|
—
|
|
|
|
522
|
|
Vesting of restricted stock units (RSUs)
|
|
|
107,516
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net share settlement for RSU vesting
|
|
|
(224
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Repurchase of common stock
|
|
|
(473,586
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(501
|
)
|
|
|
(501
|
)
|
Other comprehensive income, net
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
122
|
|
|
|
—
|
|
|
|
122
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(16,682
|
)
|
|
|
(16,682
|
)
|
Balance at June 30, 2019
|
|
|
98,307,859
|
|
|
$
|
10
|
|
|
$
|
782,312
|
|
|
$
|
(84
|
)
|
|
$
|
(630,969
|
)
|
|
$
|
151,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
|
|
|
Six months ended June 30, 2019
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Loss
|
|
|
Deficit
|
|
|
Total
|
|
Balance at December 31, 2018
|
|
|
79,087,734
|
|
|
$
|
8
|
|
|
$
|
741,246
|
|
|
$
|
(267
|
)
|
|
$
|
(594,981
|
)
|
|
$
|
146,006
|
|
Stock-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
1,873
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,873
|
|
Exercise of warrants
|
|
|
17,589,250
|
|
|
|
2
|
|
|
|
35,149
|
|
|
|
—
|
|
|
|
—
|
|
|
|
35,151
|
|
Exercise of stock options
|
|
|
1,986,300
|
|
|
|
—
|
|
|
|
4,070
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,070
|
|
Vesting of RSUs
|
|
|
157,291
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net share settlement for RSU vesting and
exercise of stock options
|
|
|
(39,130
|
)
|
|
|
—
|
|
|
|
(26
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(26
|
)
|
Repurchase of common stock
|
|
|
(473,586
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(501
|
)
|
|
|
(501
|
)
|
Cumulative effect of the adoption of the
new lease standard
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(920
|
)
|
|
|
(920
|
)
|
Other comprehensive income, net
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
183
|
|
|
|
—
|
|
|
|
183
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(34,567
|
)
|
|
|
(34,567
|
)
|
Balance at June 30, 2019
|
|
|
98,307,859
|
|
|
$
|
10
|
|
|
$
|
782,312
|
|
|
$
|
(84
|
)
|
|
$
|
(630,969
|
)
|
|
$
|
151,269
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
NantKwest, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except for share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
|
|
|
Three months ended June 30, 2018
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Loss
|
|
|
Deficit
|
|
|
Total
|
|
Balance at March 31, 2018
|
|
|
79,088,200
|
|
|
$
|
8
|
|
|
$
|
726,953
|
|
|
$
|
(555
|
)
|
|
$
|
(526,046
|
)
|
|
$
|
200,360
|
|
Stock-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
8,934
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,934
|
|
Exercise of warrants
|
|
|
7,405
|
|
|
|
—
|
|
|
|
12
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12
|
|
Vesting of RSUs
|
|
|
83,923
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net share settlement for RSU vesting and
exercise of warrants
|
|
|
(13,709
|
)
|
|
|
—
|
|
|
|
(50
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(50
|
)
|
Other comprehensive income, net
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
107
|
|
|
|
—
|
|
|
|
107
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(27,732
|
)
|
|
|
(27,732
|
)
|
Balance at June 30, 2018
|
|
|
79,165,819
|
|
|
$
|
8
|
|
|
$
|
735,849
|
|
|
$
|
(448
|
)
|
|
$
|
(553,778
|
)
|
|
$
|
181,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
|
|
|
Six months ended June 30, 2018
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Loss
|
|
|
Deficit
|
|
|
Total
|
|
Balance at December 31, 2017
|
|
|
79,021,878
|
|
|
$
|
8
|
|
|
$
|
717,930
|
|
|
$
|
(381
|
)
|
|
$
|
(498,713
|
)
|
|
$
|
218,844
|
|
Stock-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
18,007
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,007
|
|
Exercise of warrants
|
|
|
21,675
|
|
|
|
—
|
|
|
|
35
|
|
|
|
—
|
|
|
|
—
|
|
|
|
35
|
|
Vesting of RSUs
|
|
|
154,123
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net share settlement for RSU vesting and
exercise of warrants
|
|
|
(31,857
|
)
|
|
|
—
|
|
|
|
(123
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(123
|
)
|
Cumulative effect of the adoption of the new
revenue standard
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
186
|
|
|
|
186
|
|
Other comprehensive loss, net
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(67
|
)
|
|
|
—
|
|
|
|
(67
|
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(55,251
|
)
|
|
|
(55,251
|
)
|
Balance at June 30, 2018
|
|
|
79,165,819
|
|
|
$
|
8
|
|
|
$
|
735,849
|
|
|
$
|
(448
|
)
|
|
$
|
(553,778
|
)
|
|
$
|
181,631
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
NantKwest, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
|
|
Six Months Ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(34,567
|
)
|
|
$
|
(55,251
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
4,601
|
|
|
|
3,992
|
|
Stock-based compensation expense
|
|
|
1,873
|
|
|
|
18,007
|
|
Non-cash lease expense related to operating lease right-of-use assets
|
|
|
1,266
|
|
|
|
—
|
|
Loss on impairment and loss on disposal of assets
|
|
|
869
|
|
|
|
90
|
|
Non-cash interest items, net
|
|
|
63
|
|
|
|
91
|
|
Amortization of net premiums on marketable debt securities
|
|
|
1
|
|
|
|
343
|
|
Deferred income tax benefit
|
|
|
—
|
|
|
|
(248
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Prepaid expenses, other current assets and other assets
|
|
|
10,857
|
|
|
|
(532
|
)
|
Operating lease right-of-use assets
|
|
|
(247
|
)
|
|
|
—
|
|
Accounts payable
|
|
|
(65
|
)
|
|
|
1,875
|
|
Accrued expenses and other liabilities
|
|
|
(12,465
|
)
|
|
|
603
|
|
Due to related parties
|
|
|
(682
|
)
|
|
|
(508
|
)
|
Operating lease liability, less current portion
|
|
|
(1,409
|
)
|
|
|
—
|
|
Deferred rent
|
|
|
—
|
|
|
|
(239
|
)
|
Net cash used in operating activities
|
|
|
(29,905
|
)
|
|
|
(31,777
|
)
|
Investing activities:
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(3,089
|
)
|
|
|
(7,394
|
)
|
Purchase of debt securities, held-to-maturity
|
|
|
—
|
|
|
|
(361
|
)
|
Purchase of Viracta common stock
|
|
|
(3
|
)
|
|
|
—
|
|
Purchases of marketable debt securities, available-for-sale
|
|
|
(66,789
|
)
|
|
|
(53,503
|
)
|
Sales/maturities of marketable debt securities
|
|
|
61,800
|
|
|
|
85,571
|
|
Net cash (used in) provided by investing activities
|
|
|
(8,081
|
)
|
|
|
24,313
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
Principal payments of financing lease obligations
|
|
|
—
|
|
|
|
(198
|
)
|
Proceeds from exercise of stock options and warrants
|
|
|
39,221
|
|
|
|
35
|
|
Repurchase of common stock
|
|
|
(501
|
)
|
|
|
—
|
|
Net share settlement for RSU vesting, and option and warrant exercises
|
|
|
(26
|
)
|
|
| |