According to the Complaint, Nantkwest, Inc. is a clinical-stage immunotherapy company focused on harnessing the power of the innate immune system to treat cancer and infectious diseases.

On December 21, 2020, NantKwest and ImmunityBio, Inc. issued a joint press release announcing the Proposed Transaction, pursuant to which NantKwest will merge with ImmunityBio through NantKwest’s wholly owned subsidiary Nectarine Merger Sub, Inc.

On February 2, 2021, NantKwest filed a Schedule 14A Definitive Proxy Statement with the SEC. The Complaint alleges the Proxy Statement, which recommends that NantKwest stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the Company’s and ImmunityBio’s financial projections and the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by one of the special committee of the Board’s financial advisors; and (ii) the potential conflicts of interest faced by the Special Committee’s advisors.