Current Report Filing (8-k)
May 02 2022 - 4:07PM
Edgar (US Regulatory)
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2022-04-26
2022-04-26
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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):
May 2, 2022 (April 26, 2022)
NEKTAR THERAPEUTICS
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
0-24006 |
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94-3134940 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
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:
☐ | 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 |
Common Stock, $0.0001 par value |
|
NKTR |
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NASDAQ Global Select Market |
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 2.05 Costs Associated with Exit or Disposal
Activities.
On April 26, 2022, duly
authorized officers of Nektar Therapeutics (“Nektar”) approved certain strategic, operational and organizational steps for
Nektar to undertake in connection with a new strategic reorganization plan and cost restructuring plan (together, the “Reorganization
Plans”). Pursuant to the Reorganization Plans, Nektar will focus on its key pipeline programs, NKTR-358 and NKTR-255, and its core
research programs. Nektar has also undertaken certain cost-reduction initiatives, including a reduction in its workforce by approximately
70%.
In connection with these
actions, Nektar expects to take an impairment charge of $150 million to $160 million in total, a substantial portion of which we
expect to recognize during the quarter ending June 30, 2022. The restructuring charge includes: severance and benefits
for approximately 500 employees terminated on April 27, 2022 totaling approximately $30 million to $35 million, our share of future
costs to wind-down the bempegaldesleukin clinical development program totaling approximately $65 million to $75 million, and an
impairment charge associated with the portion of Nektar’s leased office space in one of our facilities in San Francisco,
California that will no longer be occupied. Pursuant to the Reorganization Plans, we expect to exit the leased office space and seek
to sublease the premises. Based on our estimates of current market conditions for
sublease income and our estimated timing of entering into a sublease, we currently estimate that we may recognize an impairment
charge of approximately $40 million to $50 million. The ultimate amount of the impairment charge may differ if the potential
sublease income is higher or lower than our current estimates, if the estimated time to enter into a sublease is different than
expected, or if we are unable to enter into a sublease with acceptable terms.
Item 2.06 Material
Impairments
Please
see the disclosure relating to the estimated impairment charge in connection with the Reorganization Plans set forth under Item 2.05 “Costs
Associated with Exit or Disposal Activities” of this Current Report on Form 8-K, which is incorporated by reference into
this Item 2.06.
Cautionary Note Regarding
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements which can be identified by words such as: “expect,” “undertake,”
“will,” “may,” “estimate,” “future,” “seek,” and similar references to future
periods. Examples of forward-looking statements include, among others, statements Nektar makes regarding the future development plans
for NKTR-358, NKTR-255 and other drug candidates in research programs, Nektar’s cost-reduction initiatives, and the estimated impairment
charges and costs that Nektar may incur in connection with the reorganization and restructuring activities described above. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on Nektar’s current beliefs,
expectations and assumptions regarding the future of its business, future plans and strategies, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of Nektar’s control. Nektar’s actual
results may differ materially from those indicated in the forward-looking statements. Therefore, these forward-looking statements should
not be relied upon. Important factors that could cause actual results to differ materially from those indicated in the forward-looking
statements include, among others: (i) Nektar’s statements regarding the therapeutic potential of NKTR-358, NKTR-255 and other drug
candidates are subject to change as research and development continue to generate new safety and efficacy data; (ii) NKTR-358, NKTR-255
and Nektar’s other drug candidates are investigational agents and continued research and development for these drug candidates is
subject to substantial risks, including negative safety and efficacy findings in ongoing studies (notwithstanding positive findings in
earlier preclinical and clinical studies); (iii) NKTR-358, NKTR-255 and Nektar’s other drug candidates are in various stages of
clinical development and the risk of failure is high and can unexpectedly occur at any stage prior to regulatory approval; (iv) the timing
of the commencement or end of clinical trials and the availability of clinical data may be delayed or unsuccessful due to challenges caused
by the COVID-19 pandemic, regulatory delays, slower than anticipated patient enrollment, manufacturing challenges, changing standards
of care, evolving regulatory requirements, clinical trial design, clinical outcomes and competitive factors; (v) Nektar may not achieve
the expected costs savings it expects from the restructuring and reorganization; (vi) patents may not issue from Nektar’s patent
applications for its drug candidates, patents that have issued may not be enforceable, or additional intellectual property licenses from
third parties may be required; and (vii) certain other important risks and uncertainties set forth in Nektar’s Annual Report on
Form 10-K filed with the Securities and Exchange Commission on February 28, 2022. Any forward-looking statement made by
us in this Current Report on Form 8-K is based only on information currently available to Nektar and speaks only as of the date on which
it is made. Nektar undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time
to time, whether as a result of new information, future developments or otherwise.
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.
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NEKTAR THERAPEUTICS |
|
|
|
Date: May 2, 2022 |
By: |
/s/ Mark A. Wilson |
|
|
Mark A. Wilson |
|
|
General Counsel and Secretary |
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