Business Context and Reporting Period
This Form 8-K is a current report filed by NantKwest, Inc. (not Immunitybio, Inc.) on June 13, 2018, covering events occurring on June 7, 2018, and effective June 11, 2018. The registrant is a Delaware corporation headquartered in San Diego, California, and is classified as an emerging growth company.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures. This report focuses exclusively on corporate governance and personnel changes.
Material Changes
Executive Leadership Changes
- Appointment: Sonja Nelson was appointed Chief Financial Officer (CFO) and Principal Financial Officer, effective June 11, 2018.
- Departure: Richard Tajak stepped down as CFO effective June 11, 2018, though he will continue to assist on a consulting basis.
Compensation Arrangements
- Base Salary: $325,000 per year.
- Target Bonus: Up to 40% of base salary, payable in cash or stock.
- Equity Award: Recommended award of 40,000 restricted stock units (RSUs) vesting over four years (25% after 12 months, then annually).
- Relocation: Reimbursement up to $15,000 for moving/travel and temporary housing for up to four months.
- Termination Benefits: Lump sum payment equal to six months of base salary if terminated without "cause."
Annual Meeting Results
The 2018 Annual Meeting of Stockholders was held on June 7, 2018. Approximately 91.11% of outstanding shares were represented.
| Matter | Result |
|---|---|
| Election of Directors | All six nominees (Patrick Soon-Shiong, Barry J. Simon, Steve Gorlin, Michael D. Blaszyk, Frederick W. Driscoll, John C. Thomas, Jr.) were elected. |
| Ratification of Auditors | Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2018. |
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of market risks. The primary contingency noted is the standard indemnification agreement entered into with the new CFO, which was previously filed with the SEC.
Investor Verification Checklist
- Verify the full text of Sonja Nelson's offer letter agreement, which will be filed as an exhibit to the Form 10-Q for the quarter ended June 30, 2018.
- Confirm the vesting commencement date for the 40,000 RSUs awarded to the new CFO.
- Review the specific performance objectives for the new CFO's annual target bonus, as these are to be determined by the board of directors.
- Monitor the transition of financial reporting responsibilities from the departing CFO to the new appointee.