UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10‑Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission file number:
(Exact name of Registrant as specified in its Charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐
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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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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
The number of shares of the Registrant’s common stock outstanding as of August 5, 2020 was
TABLE OF CONTENTS
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Item 1. |
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1 |
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Condensed Consolidated Balance Sheets – As of June 30, 2020 and December 31, 2019 |
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1 |
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2 |
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3 |
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4 |
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Condensed Consolidated Statements of Cash Flows – For the six months ended June 30, 2020 and 2019 |
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6 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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8 |
Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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53 |
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Item 4. |
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53 |
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Item 1. |
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54 |
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Item 1A. |
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54 |
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Item 2. |
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98 |
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Item 3. |
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98 |
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Item 4. |
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98 |
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Item 5. |
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98 |
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Item 6. |
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98 |
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99 |
-i-
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NantKwest, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
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June 30, 2020 |
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December 31, 2019 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Prepaid expenses and other current assets (including related parties) |
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Marketable debt securities, available-for-sale |
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Total current assets |
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Marketable debt securities, noncurrent |
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Property, plant and equipment, net |
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Operating lease right-of-use assets, net (including related parties) |
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Equity investment |
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Other assets (including related parties) |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Due to related parties |
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Other current liabilities (including related parties) |
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Total current liabilities |
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Operating lease liability, less current portion (including related parties) |
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Total liabilities |
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Commitments and contingencies (Note 8) |
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Stockholders’ equity: |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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( |
) |
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( |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
NantKwest, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Research and development (including amounts with related parties) |
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Selling, general and administrative (including amounts with related parties) |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Other income (expense): |
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Investment income, net |
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Interest expense |
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( |
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( |
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( |
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Other income, net (including amounts with related parties) |
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Total other income |
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Loss before income taxes |
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( |
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( |
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( |
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( |
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Income tax (expense) benefit |
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( |
) |
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( |
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( |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss per share: |
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Basic and diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted-average number of shares during the period: |
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Basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
NantKwest, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Other comprehensive income, net of income taxes: |
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Net unrealized gains on available-for-sale securities |
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Reclassification of net realized gains on available-for-sale securities included in net loss |
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( |
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Total other comprehensive income |
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Comprehensive loss |
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$ |
( |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
NantKwest, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except for share amounts)
(Unaudited)
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Accumulated |
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Additional |
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Other |
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Common Stock |
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Paid-in |
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Comprehensive |
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Accumulated |
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Three Months Ended June 30, 2020 |
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Shares |
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Amount |
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Capital |
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Loss |
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Deficit |
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Total |
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Balance at March 31, 2020 |
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( |
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( |
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Issuance of common stock, net of $ |
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Stock-based compensation expense |
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— |
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Exercise of stock options |
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Vesting of restricted stock units (RSUs) |
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Employee payroll taxes withheld related to vesting of RSUs |
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( |
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( |
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( |
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Other comprehensive income, net |
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— |
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Net loss |
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— |
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( |
) |
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( |
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Balance at June 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Accumulated |
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Additional |
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Other |
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Common Stock |
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Paid-in |
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Comprehensive |
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Accumulated |
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Six Months Ended June 30, 2020 |
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Shares |
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Amount |
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Capital |
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Loss |
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Deficit |
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Total |
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Balance at December 31, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Issuance of common stock, net of $ |
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Stock-based compensation expense |
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— |
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Exercise of stock options |
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Vesting of RSUs |
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Employee payroll taxes withheld related to vesting of RSUs |
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( |
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( |
) |
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( |
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Other comprehensive income, net |
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— |
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Net loss |
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— |
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( |
) |
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( |
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Balance at June 30, 2020 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
NantKwest, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except for share amounts)
(Unaudited)
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Accumulated |
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Additional |
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Other |
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Common Stock |
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Paid-in |
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Comprehensive |
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Accumulated |
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Three Months Ended June 30, 2019 |
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Shares |
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Amount |
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Capital |
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Loss |
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Deficit |
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Total |
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Balance at March 31, 2019 |
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( |
) |
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( |
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Stock-based compensation expense |
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— |
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Vesting of RSUs |
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Employee payroll taxes withheld related to vesting of RSUs |
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( |
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Repurchase of common stock |
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( |
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( |
) |
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( |
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Other comprehensive income, net |
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— |
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Net loss |
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— |
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( |
) |
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( |
) |
Balance at June 30, 2019 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Accumulated |
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