ImmunityBio, Inc 8-K, filed Jun 12, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2020

NantKwest, Inc.

(Exactname of registrant as specified in its charter)

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

(Formername 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):

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers.

Amendment of 2015 Equity Incentive Plan

As noted below, on June 10, 2020, the stockholders of NantKwest, Inc. (the “Company”) approved the amendment of our 2015 Equity Incentive Plan, as amended, to increase the number of shares of common stock reserved thereunder by 3,000,000 shares. The Amended and Restated 2015 Equity Incentive Plan is described in more detail in the Company’s 2020 Proxy Statement, which was filed with the Securities and Exchange Commission on April 24, 2020. The foregoing description and the summary contained in the Company’s 2020 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated 2015 Equity Incentive Plan, which will be filed with the Company’s quarterly report on Form 10-Q for period ended June 30, 2020.

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

We held our 2020 annual meeting of stockholders on June 10, 2020 (the “Annual Meeting”). Of the 98,498,432 shares of our common stock outstanding as the record date of April 16, 2020, 89,939,212 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 91.31% 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:

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.