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As filed with the Securities and Exchange Commission on July 27, 2015

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

NantKwest, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2836   43-1979754

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

 

2533 South Coast Highway 101, Suite 210

Cardiff-by-the-Sea, California 92007

(858) 633-0300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Patrick Soon-Shiong, M.D., FRCS (C), FACS

Chairman and Chief Executive Officer

NantKwest, Inc.

2533 South Coast Highway 101, Suite 210

Cardiff-by-the-Sea, California 92007

(858) 633-0300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Martin J. Waters

Daniel R. Koeppen

Wilson Sonsini Goodrich & Rosati, P.C.

12235 El Camino Real, Suite 200

San Diego, California 92130

(858) 350-2300

 

Barry J. Simon, M.D.

President and Chief Operating Officer

Conkwest, Inc.

2533 South Coast Highway 101, Suite 210

Cardiff-by-the-Sea, California 92007

(858) 633-0300

 

Charles S. Kim

Sean M. Clayton

Kristin E. VanderPas

Cooley LLP

4401 Eastgate Mall

San Diego, California 92121

(858) 550-6000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-205124

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered(1)

 

Proposed

Maximum

Offering Price

Per Share

 

Proposed

Maximum

Aggregate

Offering Price(2)

 

Amount of

Registration Fee(3)

Common Stock, par value $0.0001 per share

  1,481,200   $25.00   $37,030,000   $4,303

 

 

(1) Represents only the additional number of shares being registered and includes an additional 193,200 shares issuable upon the exercise of the underwriters’ option to purchase additional shares. Does not include the securities that registrant previously registered on Registration Statement on Form S-1 (File No. 333-205124), as amended (the “Registration Statement”).
(2) The registrant previously registered securities with an aggregate offering price not to exceed $185,150,000 on the Registration Statement, which was declared effective by the Securities and Exchange Commission on July 27, 2015. In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the Registration Statement, or $37,030,000, is hereby registered.
(3) Calculated pursuant to Rule 457(a) under the Securities Act.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, NantKwest, Inc., a Delaware corporation, is filing this registration statement with the Securities and Exchange Commission, or SEC. This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-205124), which we originally filed on June 19, 2015, or the Registration Statement, and which the SEC declared effective on July 27, 2015.

We are filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock, par value $0.0001 per share, offered by us by 1,481,200 shares, 193,200 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of common stock. The additional shares of common stock that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement. The information set forth in the Registration Statement is incorporated by reference in this filing.

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cardiff-by-the-Sea, State of California, on July 27, 2015.

 

    NANTKWEST, INC.
    By:  

/s/ Patrick Soon-Shiong

      Patrick Soon-Shiong
     

Chairman of the Board of Directors and Chief

Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Patrick Soon-Shiong

Patrick Soon-Shiong

   Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)   July 27, 2015

/s/ Barry J. Simon

Barry J. Simon

   President, Chief Operating Officer and Director   July 27, 2015

/s/ Richard Gomberg

Richard Gomberg

   Chief Financial Officer (Principal Financial and Accounting Officer)   July 27, 2015

*

Steve Gorlin

   Vice Chairman of the Board of Directors   July 27, 2015

*

Michael D. Blaszyk

   Director   July 27, 2015

*

Henry Ji

   Director   July 27, 2015

*

Richard Kusserow

   Director   July 27, 2015

*

John T. Potts, Jr.

   Director   July 27, 2015

*

Robert Rosen

   Director   July 27, 2015

*

John C. Thomas, Jr.

   Director   July 27, 2015

 

*By:  

/s/ Patrick Soon-Shiong

 

Patrick Soon-Shiong

Attorney-in-fact


EXHIBIT INDEX

 

Exhibit

Number

  

Description

  5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1    Consent of Mayer Hoffman McCann P.C., Independent Registered Public Accounting Firm.
23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in exhibit 5.1).
24.1    Power of Attorney (incorporated by reference to Exhibit 24.1 of the Form S-1 Registration Statement filed on July 15, 2015 (Registration No. 333-205124)).