As filed with the Securities and Exchange Commission on August 23, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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
(858) 633-0300
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Patrick Soon-Shiong
Chairman and Chief Executive Officer
NantKwest, Inc.
3530 John
Hopkins Court
San Diego, California 92121
(858) 633-0300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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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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Martin J. Waters
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
12235 El Camino Real
San
Diego, California 92130
(858) 350-2300
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Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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(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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
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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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 Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Unit
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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
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(1)(2)
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(3)
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(1)
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Preferred Stock, $0.0001 par value per share
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(1)(2)
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(3)
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(1)
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Warrants
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(1)(2)
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(3)
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(1)
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Debt Securities
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(1)(2)
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(3)
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(1)
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Units (4)
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(1)(2)
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(3)
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(1)
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Registration Fee
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(1)(2)
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(3)
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$300,000,000(5)
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$ (6)
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(1)
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An indeterminate amount or number of the securities of each identified class described in this registration
statement is being registered as may from time to time be issued at indeterminate prices in U.S. Dollars. Subject to Rule 462(b) under the Securities Act of 1933, as amended, or the Securities Act, in no event will the aggregate maximum offering
price of all securities sold by the registrant pursuant to this registration statement exceed $300,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies.
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(2)
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Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional
shares of the registrants securities that become issuable by reason of any stock splits, stock dividends or similar transactions.
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(3)
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The registrant will determine the proposed maximum aggregate offering price per unit or share when it issues the
above listed securities.
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(4)
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Any securities registered hereunder may be sold separately or as units with other securities registered
hereunder.
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(5)
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Includes $300,000,000 of unsold securities (the Unsold Securities) previously registered on the
registrants Form S-3 Registration Statement, filed with the Securities Exchange Commission (the Commission) on August 17, 2016 (Registration
No. 333-213174) and declared effective by the Commission on August 26, 2016 (the Prior Registration Statement). The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
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(6)
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Pursuant to Rule 415(a)(6) under the Securities Act, the registrant hereby offsets the total registration fee
due under this Registration Statement by the amount of the filing fee associated with the $300,000,000 of the Unsold Securities to be sold by the registrant. The associated filing fee of $30,210 for the Unsold Securities under the Prior Registration
Statement is hereby used to offset the current registration fee due.
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The Registrant
hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.