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Delaware
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27-3019889
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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9920 Jefferson Blvd
Culver City, California
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90230
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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NASDAQ Global Select Market
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Date: September 14, 2016
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/s/ Paul Holt
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Paul Holt
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Incorporated by Reference
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Number
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Exhibit Title
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Form
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File No.
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Filing
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Filed
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Date
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Herewith
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|||||||||
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3.1
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Amended and Restated Certificate of Incorporation.
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10-Q
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001-37792
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August 15, 2016
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3.2
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Amended and Restated Bylaws.
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10-Q
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001-37792
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August 15, 2016
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10.1+
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Amended and Restated NantOmics Exclusive Reseller Agreement, dated as of May 9, 2016, by and between the Registrant and NantOmics, LLC.
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S-1/A
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333-211196
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June 1, 2016
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10.2+
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NantHealth License Agreement, dated June 19, 2015, by and between the Registrant and NantOmics, LLC, as amended.
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S-1/A
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333-211196
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June 1, 2016
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10.3#
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2016 Equity Incentive Plan and form of agreement thereunder.
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S-1
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333-211196
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May 6, 2016
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10.4#
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2016 Executive Incentive Compensation Plan.
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S-1
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333-211196
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May 6, 2016
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10.5
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Amended and Restated Promissory Note, between Registrant and NantCapital LLC, dated May 9, 2016.
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S-1/A
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333-211196
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May 11, 2016
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10.6
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Amended and Restated Promissory Note, between Registrant and NantOmics, LLC, dated May 23, 2016.
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S-1/A
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333-211196
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May 24, 2016
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10.7
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Side Letter Agreement, between Registrant and NantWorks, LLC, dated May 22, 2016.
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S-1/A
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333-211196
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May 23, 2016
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31.1
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Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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31.2
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Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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10-Q
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001-37792
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August 15, 2016
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32.2
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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10-Q
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001-37792
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August 15, 2016
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101.INS**
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XBRL Instance Document.
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X
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101.SCH**
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XBRL Taxonomy Extension Schema Document.
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X
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase Document.
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X
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase Document.
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X
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase Document.
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X
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase Document.
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X
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(c)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: September 14, 2016
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By:
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/s/ Patrick Soon-Shiong
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Dr. Patrick Soon-Shiong
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Chief Executive Officer and Chairman
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(Principal Executive Officer)
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(c)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: September 14, 2016
|
By:
|
/s/ Paul Holt
|
|
|
Paul Holt
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|