8-K 1 d630921d8k.htm 8-K 8-K





Washington, DC 20549







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)


Delaware   001-37507   43-1979754

(State or other jurisdiction

of incorporation)



File Number)

  (IRS Employer
Identification No.)

3530 John Hopkins Ct.

San Diego, CA 92121

(Address of principal executive offices, including zip code)

(858) 633-0300

(Registrant’s 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):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.0001

per share

  NK   Nasdaq Global Select Market

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

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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

Financial Statements and Exhibits.





Exhibit No.



3.1    Amended and Restated Bylaws.


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.




Date: August 7, 2019   By:  

/s/ Sonja Nelson

    Chief Financial Officer