Exhibit 10.1
NEKTAR THERAPEUTICS
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the
Agreement) is made as of March 4, 2024 (the Effective Date), by and between NEKTAR THERAPEUTICS, a Delaware corporation (the
Company), and TCG Crossover Fund II, L.P., a Delaware limited partnership (the Purchaser).
WHEREAS, the Purchaser desires to purchase, and the Company has agreed to sell, a pre-funded warrant (the Pre-Funded Warrant), in the form attached hereto as Exhibit A, to purchase shares of the Companys common stock,
par value $0.0001 per share (the Common Stock), issuable upon exercise of the Pre-Funded Warrant, the Warrant Shares). The
Pre-Funded Warrant and Warrant Shares are collectively referred to herein as the Securities.
AGREEMENT
In
consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree, severally and not jointly, as
follows:
SECTION 1. AUTHORIZATION OF SALE OF SECURITIES.
The Company has authorized the sale and issuance of the Securities to the Purchaser on the terms and subject to the conditions set forth in
this Agreement.
SECTION 2. AGREEMENT TO SELL AND PURCHASE THE SECURITIES.
2.1 Purchase. At the Closing, the Company will issue, sell and deliver to the Purchaser, and the Purchaser will purchase, from the
Company, the Pre-Funded Warrant to purchase 25,000,000 Warrant Shares at a price per Warrant Share of $1.20, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and
other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing (the Purchase Price). For the sake of clarity, the exercise price to acquire each Warrant Share issued
pursuant to the Pre-Funded Warrant shall be $0.0001.
2.2 Definitions. For purposes
of this Agreement, the following terms shall have the following meanings:
(a) Affiliate means, with
respect to any Person, any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities
Act.
(b) Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are
open for the general transaction of business.
(c) GAAP means United States generally accepted accounting
principles.
(d) Governmental Entity means any national, federal, state, county, municipal, local or
foreign government, or other political subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority (including the Trading Market), instrumentality, agency,
commission or body and any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government.