Item 7.01 Regulation FD Disclosure.
On January 13, 2021, NantKwest, Inc., a Delaware corporation ("NantKwest"), and
ImmunityBio, Inc. ("ImmunityBio"), will make a joint presentation at the 39th
Annual JP Morgan Healthcare Conference. Attached as Exhibit 99.1 to this current
report on Form 8-K is a copy of the slide presentation to be made available at
the conference.
As provided in General Instruction B.2. to Form 8-K, the information set forth
in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall they be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This communication contains forward-looking statements relating to the proposed
transaction involving NantKwest, Inc. ("NantKwest") and ImmunityBio, Inc.
("ImmunityBio"), including financial estimates and statements as to the expected
timing, completion and effects of the proposed transaction and statements
relating to NantKwest and ImmunityBio's future success in improving the
treatment of various diseases and illnesses, including, but not limited to
COVID-19 and cancer. Statements in this communication that are not statements of
historical fact are considered forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which are usually identified by the use of words such as
"anticipates," "believes," "continues", "could", "estimates," "expects,"
"intends," "may," "plans," "potential", "predicts", "projects," "seeks,"
"should," "will," and variations of such words or similar expressions. These
forward-looking statements are neither forecasts, promises nor guarantees, and
are based on the current beliefs of NantKwest's management and ImmunityBio's
management as well as assumptions made by and information currently available to
NantKwest and ImmunityBio. Such statements reflect the current views of
NantKwest and ImmunityBio with respect to future events and are subject to known
and unknown risks, including business, regulatory, economic and competitive
risks, uncertainties, contingencies and assumptions about NantKwest and
ImmunityBio, including, without limitation, (i) inability to complete the
proposed transaction because, among other reasons, conditions to the closing of
the proposed transaction may not be satisfied or waived, (ii) uncertainty as to
the timing of completion of the proposed transaction, (iii) potential adverse
effects or changes to relationships with employees, suppliers or other parties
resulting from the announcement or completion of the proposed transaction,
(iv) the outcome of any legal proceedings that may be instituted against the
parties and others related to the merger agreement, (v) possible disruptions
from the proposed transaction that could harm NantKwest's or ImmunityBio's
respective business, including current plans and operations, (vi) unexpected
costs, charges or expenses resulting from the proposed transaction,
(vii) uncertainty of the expected financial performance of the combined company
following completion of the proposed transaction, including the possibility that
the expected synergies and value creation from the proposed transaction will not
be realized or will not be realized within the expected time period, (viii) the
ability of each of NantKwest or ImmunityBio to continue its planned preclinical
and clinical development of its respective development programs, and the timing
and success of any such continued preclinical and clinical development and
planned regulatory submissions, (ix) inability to retain and hire key personnel,
and (x) the unknown future impact of the COVID-19 pandemic delay on certain
clinical trial milestones and/or NantKwest's or ImmunityBio's operations or
operating expenses. More details about these and other risks that may impact our
business are described under the heading "Risk Factors" in NantKwest's most
recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K filed with
the U.S. Securities and Exchange Commission ("SEC") and in subsequent filings
made by NantKwest with the SEC, which are available on the SEC's website at
www.sec.gov. NantKwest and ImmunityBio caution you not to place undue reliance
on any forward-looking statements, which speak only as of the date hereof.
NantKwest and ImmunityBio do not undertake any duty to update any
forward-looking statement or other information in this communication, except to
the extent required by law. No representation is made as to the safety or
effectiveness of these product candidates for the therapeutic use for which such
product candidates are being studied.
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Certain information contained in this communication relates to or is based on
studies, publications, surveys and other data obtained from third-party sources
and NantKwest's and ImmunityBio's own internal estimates and research. While
NantKwest and ImmunityBio believe these third-party sources to be reliable as of
the date of this communication, it has not independently verified, and makes no
representation as to the adequacy, fairness, accuracy or completeness of, any
information obtained from third-party sources. In addition, all of the market
data included in this communication involves a number of assumptions and
limitations, and there can be no guarantee as to the accuracy or reliability of
such assumptions. Finally, while NantKwest and ImmunityBio each believes its own
internal research is reliable, such research has not verified by any independent
source.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to buy, sell or solicit any securities or any
proxy, vote or approval in any jurisdiction pursuant to or in connection with
the proposed transaction or otherwise, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information and Where to Find It
In connection with the proposed transaction, NantKwest intends to file a
registration statement on Form S-4 with the SEC, which will include a prospectus
and joint solicitation statement of NantKwest and ImmunityBio (the "solicitation
statement/prospectus"). NantKwest may also file other documents regarding the
proposed transaction with the SEC. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This communication is not intended to be,
and is not, a substitute for such filings or for any other document that
NantKwest may file with the SEC in connection with the proposed transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS
ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND SOLICITATION
STATEMENT / PROSPECTUS, WHEN THEY BECOME AVAILABLE, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will
be able to obtain free copies of the registration statement and solicitation
statement/prospectus and other documents filed with the SEC by NantKwest through
the website maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of the prospectus and other
documents filed with the SEC on NantKwest's website at www.ir.NantKwest.com.
Participants in the Solicitation
NantKwest and certain of its respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from stockholders of
NantKwest in connection with the proposed transaction under the rules of the
SEC. Investors may obtain information regarding the names, affiliations and
interests of directors and executive officers of NantKwest in NantKwest's proxy
statement for its 2020 annual meeting of stockholders, which was filed with the
SEC on April 24, 2020, as well as its other filings with the SEC. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be included in the registration statement, solicitation
statement / prospectus and other relevant materials to be filed with the SEC by
NantKwest regarding the proposed transaction (if and when they become
available). You may obtain free copies of these documents at the SEC's website
at www.sec.gov. Copies of documents filed with the SEC will also be available
free of charge from NantKwest using the sources indicated above.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Presentation Materials for JP Morgan 39th Annual Healthcare Conference
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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