UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 16, 2024 (
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including
area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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. ☐
Item 1.02
As previously disclosed, on February 13, 2018, Nektar Therapeutics (“Nektar”) and Bristol-Myers Squibb Company (“BMS”) entered into a Share Purchase Agreement (the “Purchase Agreement”) and an Investor Agreement (the “IA”) in connection with the purchase by BMS of 8,284,600 restricted shares (the “BMS Nektar Shares”) of Nektar common stock. The Purchase Agreement and IA were previously described under Item 1.01 of Nektar’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 14, 2018, which description is hereby incorporated by reference into this Item 1.02. On February 12, 2024, Nektar entered into a privately negotiated Stock Repurchase Agreement with BMS pursuant to which, among other things, Nektar purchased from BMS all of the BMS Nektar Shares (the “Stock Repurchase”) for an aggregate purchase price of $3,000,000 and all rights and obligations of the parties under the Purchase Agreement and the IA were terminated.
Item 8.01
Following the Stock Repurchase, the total number of outstanding shares of Nektar’s common stock will decrease by 8,284,600 shares (or approximately 4.34% based on the number of outstanding shares reported on Nektar’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2023). This reduction in outstanding shares will be reflected fully in the weighted-average outstanding shares for the quarter ending on June 30, 2024.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEKTAR THERAPEUTICS | ||
Date: February 16, 2024 | By: | /s/ Mark A. Wilson |
Mark A. Wilson | ||
Chief Legal Officer and Secretary |
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Cover |
Feb. 12, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Feb. 12, 2024 |
Entity File Number | 0-24006 |
Entity Registrant Name | NEKTAR THERAPEUTICS |
Entity Central Index Key | 0000906709 |
Entity Tax Identification Number | 94-3134940 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 455 Mission Bay Boulevard South |
Entity Address, City or Town | San Francisco |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94158 |
City Area Code | 415 |
Local Phone Number | 482-5300 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.0001 par value |
Trading Symbol | NKTR |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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