As filed with the Securities and Exchange Commission on August
7, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
NantKwest, Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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43-1979754
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3530 John Hopkins Court
San Diego, California 92121
(Address of principal executive offices, including zip code)
Amended and Restated 2015 Equity Incentive Plan
(Full title of the plan)
Patrick
Soon-Shiong, M.D., FRCS (C), FACS
Chairman and Chief Executive Officer
NantKwest, Inc.
3530
John Hopkins Court
San Diego, California 92121
(858)
633-0300
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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Martin J. Waters
Wilson Sonsini Goodrich & Rosati, P.C.
12235 El Camino Real
San
Diego, California 92130
(858)
350-2300
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Steven C. Yang
General Counsel
NantKwest, Inc.
3530 John
Hopkins Court
San Diego, California 92121
(858)
633-0300
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a 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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share, reserved for
issuance pursuant to the Amended and Restated 2015 Equity Incentive Plan
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3,000,000 (2)
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$1.21 (2)
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$3,630,000.00
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$439.96
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TOTAL:
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$3,630,000.00
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$439.96
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover
any additional shares of the Registrants common stock that become issuable under the Amended and Restated 2015 Equity Incentive Plan (the
2015 Plan
) by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares of common stock.
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(2)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the total registration fee on
the basis of $1.21, the average of the high and low prices of the Registrants common stock as reported on the Nasdaq Global Select Market on August 5, 2019.
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