Current Report Filing (8-k)
December 22 2020 - 8:46AM
Edgar (US Regulatory)
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2020-12-16
2020-12-16
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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): December 16, 2020
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
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
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:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
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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))
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which
registered
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Common
Stock, $0.0001 par value
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NKTR
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NASDAQ
Global Select Market
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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. ☐
Item
1.01
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Entry
into a Material Definitive Agreement.
|
On
December 16, 2020, Nektar Therapeutics (“Nektar”) entered into a Purchase and Sale Agreement (the “Purchase
and Sale Agreement”) with entities managed by Healthcare Royalty Management, LLC (collectively, “HCR”). Pursuant
to the Purchase and Sale Agreement, Nektar has agreed to sell to HCR certain of its rights to receive royalty payments (the “Royalties”)
arising in respect of worldwide net sales, from and after October 1, 2020 until such time certain return thresholds are met as
described below, of (a) MOVANTIK® under that certain License Agreement, dated September 20, 2009, by and between Nektar and
AstraZeneca AB, as amended, (b) ADYNOVATE® under that certain Exclusive Research, Development, License and Manufacturing and
Supply Agreement, dated September 26, 2005, by and among Nektar, Baxalta US Inc. and Baxalta GmbH, as amended, (c) Rebinyn®
under that certain Settlement and License Agreement, dated December 21, 2016, by and among Nektar, Novo Nordisk Inc., Novo Nordisk
A/S and Novo Nordisk A/G and (d) licensed products under that certain Right to Sublicense Agreement, dated October 27, 2017, by
and among Baxter Incorporated, Baxalta US Inc., Baxalta GmbH and Nektar (collectively, the “Royalties”) in exchange
for $150.0 million in cash. Nektar expects that the closing of the Purchase and Sale Agreement will occur on December 31, 2020,
subject to customary conditions.
The
Purchase and Sale Agreement will automatically expire, and the payment of Royalties to HCR will cease, when HCR has received payments
of the Royalties equal to $210.0 million (the “2025 Threshold”), if the 2025 Threshold is achieved on or prior to
December 31, 2025, or $240.0 million, if the 2025 Threshold is not achieved on or prior to December 31, 2025 (or, if earlier,
the date on which the last royalty payment under the relevant license agreements is made). After the Purchase and Sale Agreement
expires, all rights to receive the Royalties return to Nektar. The Purchase and Sale Agreement grants HCR the right to receive
certain reports and other information relating to the Royalties and contains various representations and warranties, covenants,
indemnification obligations and other provisions that are customary for a transaction of this nature.
The
foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Purchase and Sale Agreement,
which will be filed as an exhibit to Nektar’s Annual Report on Form 10-K for the fiscal year ending December 31, 2020.
Item 7.01
|
Regulation
FD Disclosure.
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As
disclosed in Item 1.01 above, on December 16, 2020, Nektar entered into a Purchase and Sale Agreement with HRC with respect to
the sale to HCR of certain of Nektar’s rights to receive Royalties. After giving effect to the closing of the transaction
on or before December 31, 2020, Nektar expects to end the year with approximately $1.2 billion in cash and investments in marketable
securities.
The
information in this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities
Act of 1933, as amended. The information contained in this Item 7.01 shall not be incorporated by reference into any filing with
the Securities and Exchange Commission (the “SEC”) made by Nektar, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K, including the financial guidance and expected closing described herein, contains forward-looking
statements which are subject to important risks and uncertainties including unplanned revenue shortfalls, unplanned expenses or
liabilities, and expenses being higher than planned, any of which could significantly and adversely affect our actual 2020 financial
results, failure to timely satisfy the closing conditions for the Purchase and Sale Agreement, as well as other important risks
and uncertainties set forth in Nektar’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020. Actual financial
results could differ materially from these forward-looking statements and Nektar undertakes no obligation to update forward-looking
statements, whether as a result of new information, future events 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
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By:
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/s/
Mark A. Wilson
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Name:
Mark A. Wilson
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Title:
General Counsel and Secretary
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Date:
December 22, 2020
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