Current Report Filing (8-k)
November 24 2017 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): November 24, 2017
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-24006
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94-3134940
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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455
Mission Bay Boulevard South
San
Francisco, California 94158
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (415) 482-5300
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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
On
December 31, 2008, Nektar Therapeutics, a Delaware corporation (the “Company”), completed the sale and
transfer of the Company’s pulmonary technology rights, certain pulmonary collaboration agreements and approximately 140
of the Company’s pulmonary personnel and operations to Novartis Pharma AG. In connection with this 2008 divestiture,
the Company retained its rights under a 2007 agreement with Bayer Healthcare LLC (“Bayer”) for Amikacin Inhale
for the aerosolized treatment of gram negative pneumonias. Under the 2007 agreement, Bayer had sole responsibility for
designing and conducting the Phase 3 clinical program for Amikacin Inhale and Nektar had responsibility for manufacturing and
supplying pulmonary devices to Bayer through third party contract manufacturing organizations (“CMOs”). On
November 24, 2017, Bayer announced that the Phase 3 Amikacin Inhale clinical program did not meet its primary endpoint or key
secondary endpoints. Based on discussion with Bayer, the Company does not expect Bayer to move forward any further with
the Amikacin Inhale program and the Company does not expect to have any future performance obligations under the 2007
agreement. The Company estimates that it will incur approximately $3 to $4 million of wind-down costs associated with
concluding the Company’s activities and commitments to the CMOs.
As a result of ceasing this program, the
Company will not incur approximately $25 to $30 million in commercial manufacturing scale-up and readiness costs over the
next 12-18 months to meet the Company’s obligations under the 2007 agreement.
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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By:
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/s/
Mark A. Wilson
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Mark
A. Wilson
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General
Counsel and Secretary
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Date:
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November
24, 2017
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