Attached files
| file | filename |
|---|---|
| XML - IDEA: XBRL DOCUMENT - NantHealth, Inc. | R9999.htm |
| EX-31.2 - EXHIBIT 31.2 - NantHealth, Inc. | a10qaexhibit31281516.htm |
| EX-31.1 - EXHIBIT 31.1 - NantHealth, Inc. | a10qaexhibit31181516.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
OR
o 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: 001-37792
NANTHEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware | 27-3019889 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
9920 Jefferson Blvd Culver City, California | 90230 | |
(Address of principal executive offices) | (Zip Code) | |
(310) 883-1300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, $0.0001 par value | NASDAQ Global Select Market | |
Securities registered pursuant to Section 12(g) of the Act: None
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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | o |
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of August 12, 2016, the registrant had 121,231,643 shares of common stock, par value $0.0001 per share, outstanding.
EXPLANATORY NOTE
NantHealth, Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment No. 1”) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, which was originally filed on August 15, 2016 (the “Original Filing”) for the sole purpose of furnishing Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to Amendment No. 1 provides the Condensed Consolidated and Combined financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
Other than the addition of Exhibit 101, no other changes have been made to the Original Filing.
This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing, and does not modify or update in any way disclosures made in the Form 10-Q for the quarter ended June 30, 2016.
Item 6. Exhibits
The exhibits listed in the accompanying Exhibit Index are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
NantHealth, Inc.
(Registrant)
Date: September 14, 2016 | /s/ Paul Holt | |
Paul Holt | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
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Exhibit Index
Incorporated by Reference | ||||||||||
Number | Exhibit Title | Form | File No. | Filing | Filed | |||||
Date | Herewith | |||||||||
3.1 | Amended and Restated Certificate of Incorporation. | 10-Q | 001-37792 | August 15, 2016 | ||||||
3.2 | Amended and Restated Bylaws. | 10-Q | 001-37792 | August 15, 2016 | ||||||
10.1+ | Amended and Restated NantOmics Exclusive Reseller Agreement, dated as of May 9, 2016, by and between the Registrant and NantOmics, LLC. | S-1/A | 333-211196 | June 1, 2016 | ||||||
10.2+ | NantHealth License Agreement, dated June 19, 2015, by and between the Registrant and NantOmics, LLC, as amended. | S-1/A | 333-211196 | June 1, 2016 | ||||||
10.3# | 2016 Equity Incentive Plan and form of agreement thereunder. | S-1 | 333-211196 | May 6, 2016 | ||||||
10.4# | 2016 Executive Incentive Compensation Plan. | S-1 | 333-211196 | May 6, 2016 | ||||||
10.5 | Amended and Restated Promissory Note, between Registrant and NantCapital LLC, dated May 9, 2016. | S-1/A | 333-211196 | May 11, 2016 | ||||||
10.6 | Amended and Restated Promissory Note, between Registrant and NantOmics, LLC, dated May 23, 2016. | S-1/A | 333-211196 | May 24, 2016 | ||||||
10.7 | Side Letter Agreement, between Registrant and NantWorks, LLC, dated May 22, 2016. | S-1/A | 333-211196 | May 23, 2016 | ||||||
31.1 | 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. | X | ||||||||
31.2 | 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. | X | ||||||||
32.1 | 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.* | 10-Q | 001-37792 | August 15, 2016 | ||||||
32.2 | 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.* | 10-Q | 001-37792 | August 15, 2016 | ||||||
101.INS** | XBRL Instance Document. | X | ||||||||
101.SCH** | XBRL Taxonomy Extension Schema Document. | X | ||||||||
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||||
101.LAB** | XBRL Taxonomy Extension Label Linkbase Document. | X | ||||||||
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||||||
# Represents a management contract or compensatory plan.
+ Confidential treatment requested with respect to certain portions of this exhibit. Omitted portions filed separately with the Securities and Exchange Commission.
* As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of NantHealth, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.
** XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and is otherwise not subject to liability under these sections.
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