30 unchanged sentences
Other Information.
−Removed: 2020 Goals and Objectives;
−Removed: Changes in Executive Compensation
−Removed: On March 20, 2020, the board of directors of NantKwest, Inc., or the company, reviewed and approved metrics with regard to the chief executive officer’s, chief administrative officer’s, and chief financial officer’s target annual bonus relating to the company’s goals for 2020 such as clinical trials, manufacturing, process development, research and development, and financial management.
−Removed: The board of directors also adopted and approved an increase to the base salary of Sonja Nelson, the company’s chief financial officer, to $367,000 per year, with a potential cash bonus of up to 40% of her base salary for the year ending December 31, 2020.
Directors, Executive Officers and Corporate Governance.
17 unchanged sentences
Incorporated by Reference Herein
+Added: Agreement and Plan of Merger, dated December 21, 2020, by and among NantKwest, Inc., ImmunityBio, Inc.
+Added: and Nectarine Merger Sub, Inc.
+Added: December 22, 2020
Amended and Restated Certificate of Incorporation of NantKwest, Inc .
August 4, 2015
−Removed: Amended and Restated Bylaws of NantKwest, Inc., effective as of August 2, 2019 .
−Removed: November 5, 2019
+Added: Amended and Restated Bylaws of NantKwest, Inc., effective as of June 18, 2020 .
+Added: June 19, 2020
Nominating Agreement by and between the Registrant and Cambridge Equities, LP, dated June 18, 2015 .
4 unchanged sentences
June 19, 2015
−Removed: Registration Rights Agreement by and between the Company and Sorrento Therapeutics, Inc., dated December 13, 2014 .
−Removed: June 19, 2015
Form of Subscription and Securities Purchase Agreement among the Company and the Subscribers of Series C Preferred Stock, dated as of April 1, 2014 .
5 unchanged sentences
Description of the Registrant’s Securities .
+Added: March 25, 2020
Form of Indemnification Agreement between the Company and each of its directors and executive officers .
2 unchanged sentences
June 19, 2015
−Removed: 2015 Equity Incentive Plan (As Amended and Restated June 6, 2019) and forms of agreements thereunder .
+Added: 2015 Equity Incentive Plan (as Amended and Restated June 10, 2020) and all forms and agreements thereunder .
August 7, 2020
−Removed: Incorporated by Reference Herein
Executive Incentive Compensation Plan .
2 unchanged sentences
July 15, 2015
+Added: Incorporated by Reference Herein
Executive Employment Agreement between the Company and Barry J.
39 unchanged sentences
August 6, 2019
−Removed: Incorporated by Reference Herein
Cost Allocation Agreement between the Company and ImmunityBio, Inc.
and its subsidiaries, dated January 29, 2020 .
+Added: March 25, 2020
+Added: First Amendment to the July 1, 2019 Letter Agreement between the Company and Immuno-Oncology Clinic, Inc., dated March 31, 2020 .
+Added: COVID Joint Development, Manufacturing, and Marketing Agreement between NantKwest, Inc.
+Added: and ImmunityBio, Inc.
+Added: Binding Term Sheet, dated May 22, 2020 .
+Added: August 7, 2020
+Added: Incorporated by Reference Herein
+Added: COVID Joint Development, Manufacturing, and Marketing Agreement between NantKwest, Inc.
+Added: and ImmunityBio, Inc., dated August 21, 2020 .
+Added: November 9, 2020
+Added: First Amendment to Facility License Agreement by and between NantWorks, LLC and NantKwest, Inc., dated September 14, 2020 .
+Added: November 9, 2020
+Added: Sublease Agreement between Altor Bioscience Manufacturing Company, LLC and NantKwest, Inc., dated September 14, 2020 .
+Added: November 9, 2020
+Added: Offer Letter between the Company and Richard Adcock, dated October 26, 2020 .
+Added: November 9, 2020
+Added: Voting Agreement, dated December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc., and the NantKwest, Inc.
+Added: stockholders party thereto.
+Added: December 22, 2020
+Added: Voting Agreement, dated December 21, 2020, by and among NantKwest, Inc., ImmunityBio, Inc.
+Added: and the ImmunityBio, Inc.
+Added: stockholders party thereto .
+Added: December 22, 2020
+Added: Lease Agreement between 605 Nash, LLC and NantKwest, Inc., dated February 11, 2021 .
Subsidiaries.
5 unchanged sentences
Section 1350 Certification of Chief Financial Officer.
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
+Added: Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
+Added: Inline XBRL Taxonomy Extension Schema Document
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Labels Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Filed herewith.
6 unchanged sentences
March 4, 2021
−Removed: /s/ Patrick Soon-Shiong
−Removed: Patrick Soon-Shiong
−Removed: Chairman and Chief Executive Officer
+Added: /s/ Richard Adcock
+Added: Richard Adcock
+Added: Chief Executive Officer
POWER OF ATTORNEY
−Removed: Each person whose signature appears below constitutes and appoints Patrick Soon-Shiong and Sonja Nelson, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
+Added: Each person whose signature appears below constitutes and appoints Richard Adcock and Sonja Nelson, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
/s/ Patrick Soon-Shiong
−Removed: Chairman of the Board of Directors and Chief Executive Officer
−Removed: (Principal Executive Officer)
+Added: Executive Chairman of the Board of Directors
March 4, 2021
Patrick Soon-Shiong
+Added: /s/ Richard Adcock
+Added: Chief Executive Officer
+Added: (Principal Executive Officer)
+Added: March 4, 2021
+Added: Richard Adcock
President, Chief Administrative Officer and Director
4 unchanged sentences
March 4, 2021
−Removed: /s/ Steve Gorlin
−Removed: March 25, 2020
/s/ Michael D.
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.