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): February 26, 2014

 

NEKTAR THERAPEUTICS

(Exact Name of Registrant as Specified in Charter)

 

Delaware   0-24006   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))

 

 
 

 

Item 2.02 Results of Operations and Financial Condition.

 

On February 26, 2014, Nektar Therapeutics, a Delaware corporation (“Nektar”), issued a press release (the “Press Release”) announcing its financial results for the quarter and year ended December 31, 2013. A copy of the Press Release is furnished herewith as Exhibit 99.1.

 

On February 19, 2014, Nektar announced that it would hold a Webcast conference call on February 26, 2014 to review its financial results for the quarter and year ended December 31, 2013. This conference call is accessible through a link that is posted on the home page and Investor Relations section of the Nektar website: http://www.nektar.com.

 

The information in this report, including the exhibit hereto, 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 herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by Nektar Therapeutics, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
No.
  Description
   
99.1     Press release titled “Nektar Therapeutics Reports Fourth Quarter and Year-End 2013 Financial Results” issued by Nektar Therapeutics on February 26, 2014.

 

 
 

 

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.

 

   
By:   /s/ Gil M. Labrucherie
    Gil M. Labrucherie
    General Counsel and Secretary
   
Date:  

February 26, 2014


 

 
 

 

EXHIBIT INDEX

 

 

Exhibit
No.
  Description
   
99.1     Press release titled “Nektar Therapeutics Reports Fourth Quarter and Year-End 2013 Financial Results” issued by Nektar Therapeutics on February 26, 2014.

 

 

 

Nektar Therapeutics Reports Fourth Quarter and Year-End 2013 Financial Results

SAN FRANCISCO, Feb. 26, 2014 /PRNewswire/ -- Nektar Therapeutics (Nasdaq: NKTR) today reported its financial results for the fourth quarter and year ended December 31, 2013.

Cash and investments in marketable securities at December 31, 2013 were $262.0 million as compared to $302.2 million at December 31, 2012. The 2013 year-end cash balance does not include net proceeds of $117.2 million received from the completion of a public equity offering in January 2014.

"2014 has the potential to be a transformative year for Nektar as several of our highly valuable late-stage programs advance toward approval or filing," said Howard W. Robin, President and Chief Executive Officer of Nektar. "For naloxegol, our partner AstraZeneca has filed for regulatory approvals in the U.S., Europe and Canada. Naloxegol could be the first once-daily oral therapy approved to treat opioid-induced constipation. The Phase 3 study for BAX 855, a longer-acting PEGylated Factor VIII therapy, has completed enrollment and our partner Baxter intends to file the BLA by the end of 2014. Finally, the NKTR-102 BEACON Phase 3 study in advanced breast cancer successfully passed its interim efficacy analysis. Topline data from this pivotal study is expected by early 2015 and we intend to file NKTR-102 in both the U.S. and Europe in 2015."

Revenue for the fourth quarter of 2013 was $31.1 million as compared to $21.1 million in the fourth quarter of 2012. Revenue for the year ended December 31, 2013 was $148.9 million as compared to $81.2 million in 2012. Revenues included non-cash royalty revenue, related to our 2012 royalty monetization, of $9.3 million and $22.1 million in the fourth quarter and the full year of 2013, respectively, and $3.9 million and $10.8 million in the fourth quarter and the full year of 2012. This non-cash royalty revenue is offset by non-cash interest expense. The increase in revenue in the fourth quarter of 2013 as compared to the fourth quarter of 2012 is primarily due to increased product shipments to one of our collaboration partners. In addition, the increase in revenue in 2013 as compared to 2012 is primarily due to a $25.0 million milestone achieved in September 2013 upon the acceptance of the naloxegol MAA filing in Europe as well as a $10.0 million milestone achieved upon the initiation of Phase 3 studies for Amikacin Inhale in April 2013.

Total operating costs and expenses in the fourth quarter of 2013 were $67.0 million as compared to $64.5 million in the fourth quarter of 2012. Total operating costs and expenses for the year ended December 31, 2013 were $269.1 million as compared to $222.4 million in 2012. The increase in 2013 as compared to 2012 is due primarily to increased clinical development expenses.

Research and development expense in the fourth quarter of 2013 was $48.2 million as compared to $46.4 million for the fourth quarter of 2012. For the year ended December 31, 2013, R&D expense was $190.0 million as compared to $148.7 million in 2012. R&D expense was higher in the year ended December 31, 2013 as compared to 2012 reflecting the costs of the Phase 3 study of etirinotecan pegol (NKTR-102) in metastatic breast cancer, the Phase 2 study of NKTR-181, preparation for the Phase 3 study of NKTR-181, the Phase 1 study of NKTR-192, and the production of devices for the Phase 3 study of Amikacin Inhale.

General and administrative expense was $9.8 million in the fourth quarter of 2013 as compared to $10.9 million in the fourth quarter of 2012. G&A expense for the year ended December 31, 2013 was $40.5 million as compared to $41.6 million in 2012.

Non-cash interest expense incurred in connection with the 2012 royalty monetization was $5.7 million and $22.3 million in the fourth quarter and year ended December 31, 2013, respectively, as compared to $5.4 million and $18.1 million in the fourth quarter and year ended December 31, 2012, respectively.

Net loss for the fourth quarter ended December 31, 2013 was $47.7 million or $0.41 loss per share. Net loss for the year ended December 31, 2013 was $162.0 million or $1.40 loss per share. Net loss for the fourth quarter ended December 31, 2012 was $52.9 million or $0.46 loss per share. Net loss for the year ended December 31, 2012 was $171.9 million or $1.50 loss per share.

Conference Call to Discuss Fourth Quarter and Year-End 2013 Financial Results

Nektar management will host a conference call to review the results beginning at 5:00 p.m. Eastern Time/2:00 p.m. Pacific Time today, Wednesday, February 26, 2014.

This press release and a live audio-only Webcast of the conference call can be accessed through a link that is posted on the home page and Investor Relations section of the Nektar website: http://www.nektar.com. The web broadcast of the conference call will be available for replay through Monday, March 31, 2014.

To access the conference call, follow these instructions:

Dial: (877) 881.2183 (U.S.); (970) 315.0453 (international)
Passcode: 72309374 (Nektar Therapeutics is the host)

In the event that any non-GAAP financial measure is discussed on the conference call that is not described in the press release, or explained on the conference call, related information will be made available on the Investor Relations page at the Nektar website as soon as practical after the conclusion of the conference call.

About Nektar

Nektar Therapeutics (NASDAQ: NKTR) is a biopharmaceutical company developing novel therapeutics based on its PEGylation and advanced polymer conjugation technology platforms. Nektar has a robust R&D pipeline of potentially high-value therapeutics in oncology, pain and other therapeutic areas. In the area of pain, Nektar has an exclusive worldwide license agreement with AstraZeneca for naloxegol (NKTR-118), an investigational drug candidate, which has been filed for regulatory approvals in the U.S., Europe and Canada as a once- daily, oral tablet for the treatment of opioid-induced constipation. This agreement also includes NKTR-119, an earlier stage development program that is a co-formulation of naloxegol and an opioid. NKTR-181, a novel mu-opioid analgesic molecule for chronic pain conditions, has completed Phase 2 development in osteoarthritis patients with chronic knee pain. NKTR-171, a new sodium channel blocker being developed as an oral therapy for the treatment of peripheral neuropathic pain, is in Phase 1 clinical development. In oncology, etirinotecan pegol (NKTR-102) is being evaluated in a Phase 3 clinical study (the BEACON study) for the treatment of metastatic breast cancer and is also in Phase 2 studies for the treatment of ovarian, colorectal, lung and brain cancers. In anti-infectives, Amikacin Inhale is in Phase 3 studies conducted by Bayer Healthcare as an adjunctive treatment for intubated and mechanically ventilated patients with Gram-negative pneumonia. Additional development-stage products that leverage Nektar's proprietary technology platform include Baxter's BAX 855, a long-acting PEGylated rFVIII program, which is in Phase 3 clinical development for patients with hemophilia A.

Nektar's technology has enabled eight approved products in the U.S. or Europe through partnerships with leading biopharmaceutical companies, including UCB's Cimzia® for Crohn's disease and rheumatoid arthritis, Roche's PEGASYS® for hepatitis C and Amgen's Neulasta® for neutropenia.

Nektar is headquartered in San Francisco, California, with additional operations in Huntsville, Alabama and Hyderabad, India. Further information about the company and its drug development programs and capabilities may be found online at http://www.nektar.com.

Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "expect," "believe," "should," "may," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the potential regulatory approval of naloxegol; potential future regulatory filings by Baxter Healthcare for BAX 855; the timing of availability of topline overall survival data for the NKTR-102 BEACON study and our plans for future regulatory filings if the Phase 3 data is positive; and the value and potential of our technology and research and development pipeline. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our 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 our control. Our actual results may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results to differ materially from those indicated in the forward-looking statements include, among others, (i) our drug candidates and those of our collaboration partners 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 for numerous reasons including safety and efficacy findings even after positive findings in previous preclinical and clinical studies; (ii) the timing of the commencement or end of clinical trials and the commercial launch of our drug candidates may be delayed or unsuccessful due to regulatory delays, slower than anticipated patient enrollment, manufacturing challenges, changing standards of care, evolving regulatory requirements, clinical trial design, clinical outcomes, competitive factors, or delay or failure in ultimately obtaining regulatory approval in one or more important markets; (iii) the United States Food and Drug Administration (FDA) is currently planning to hold an advisory committee meeting in 2014 to discuss the cardiovascular safety and potential additional safety study requirements for the peripheral mu-opioid receptor antagonist class of drugs, including naloxegol, and the outcome of this advisory committee and the subsequent FDA review determinations for naloxegol will have a significant impact on the Company's financial position based on significant potential regulatory and launch milestone opportunities and potential repayment obligations; (iv) acceptance, review and approval decisions for new drug applications by health authorities is an uncertain and evolving process and health authorities retain significant discretion at all stages of the regulatory review and approval decision process; (v) scientific discovery of new medical breakthroughs is an inherently uncertain process and the future success of the application of our technology platform to potential new drug candidates is therefore highly uncertain and unpredictable and one or more research and development programs could fail; and (vi) certain other important risks and uncertainties set forth in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake 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.

Nektar Investor Inquiries:






Jennifer Ruddock/Nektar Therapeutics


(415) 482-5585




Susan Noonan/SA Noonan Communications, LLC


(212) 966-3650







Nektar Media Inquiries:                                  






Brianne Cannon/MSL


(415) 512-0770








NEKTAR THERAPEUTICS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

ASSETS

December 31, 2013


December 31, 2012

(1)

Current assets:








Cash and cash equivalents


$                   39,067


$                   25,437



Short-term investments


197,959


251,757



Accounts receivable, net


2,229


5,805



Inventory


13,452


18,269



Other current assets


5,175


13,363




Total current assets


257,882


314,631










Restricted cash



25,000


25,000


Property and equipment, net


66,974


72,215


Goodwill



76,501


76,501


Other assets



8,170


9,443



Total assets



$                 434,527


$                 497,790










LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)













Current liabilities:







Accounts payable


$                      9,115


$                      2,863



Accrued compensation


14,254


8,773



Accrued expenses


6,243


8,008



Accrued clinical trial expenses


16,905


17,500



Deferred revenue, current portion


23,664


21,896



Interest payable


6,917


7,083



Liability related to sale of future royalties, current portion


7,000


3,000



Other current liabilities


14,123


9,414




Total current liabilities


98,221


78,537










Senior secured notes


125,000


125,000


Capital lease obligations, less current portion


8,049


11,607


Liability related to receipt of refundable milestone payment


70,000


-


Liability related to sale of future royalties, less current portion


121,520


128,266


Deferred revenue, less current portion


82,384


96,551


Other long-term liabilities


19,256


10,811




Total liabilities


524,430


450,772










Commitments and contingencies














Stockholders' equity (deficit) :







Preferred stock


-


-



Common stock


11


11



Capital in excess of par value


1,643,660


1,617,744



Accumulated other comprehensive loss


(1,181)


(357)



Accumulated deficit


(1,732,393)


(1,570,380)




Total stockholders' equity (deficit) 


(89,903)


47,018



Total liabilities and stockholders' equity (deficit) 


$                 434,527


$                 497,790










(1) The consolidated balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles in the United States for complete financial statements.



NEKTAR THERAPEUTICS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share information)

(Unaudited)












Three Months Ended


Twelve Months Ended



December 31, 


December 31,



2013


2012


2013


2012



















Revenue:









      Product sales


$         8,040


$           10,405


$             44,846


$            35,399

      Royalty revenue


118


908


1,148


4,874

      Non-cash royalty revenue related to sale of future royalties


9,311


3,896


22,055


10,791

      License, collaboration and other revenue


13,677


5,937


80,872


30,127

Total revenue


31,146


21,146


148,921


81,191










Operating costs and expenses:









      Cost of goods sold


8,960


7,290


38,509


30,428

      Research and development


48,248


46,373


190,010


148,675

      General and administrative


9,832


10,864


40,532


41,614

      Impairment of long-lived assets


-


-


-


1,675

Total operating costs and expenses


67,040


64,527


269,051


222,392










Loss from operations


(35,894)


(43,381)


(120,130)


(141,201)










Non-operating income (expense):









      Interest income 


93


450


732


2,315

      Interest expense


(4,565)


(4,682)


(18,453)


(15,489)

      Non-cash interest expense on liability related to sale of future royalties


(5,665)


(5,416)


(22,309)


(18,057)

      Other income (expense), net


7


70


392


983

Total non-operating expense, net


(10,130)


(9,578)


(39,638)


(30,248)










Loss before provision for income taxes


(46,024)


(52,959)


(159,768)


(171,449)










Provision (benefit) for income taxes


1,635


(33)


2,245


406

Net loss


$        (47,659)


$          (52,926)


$         (162,013)


$         (171,855)










Basic and diluted net loss per share


$            (0.41)


$              (0.46)


$               (1.40)


$               (1.50)










Weighted average shares outstanding used in computing basic and diluted net loss per share


116,259


115,179


115,732


114,820



NEKTAR THERAPEUTICS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)








Twelve Months Ended December 31,








2013


2012

Cash flows from operating activities:








  Net loss 






$        (162,013)


$        (171,855)

  Adjustments to reconcile net loss to net cash used in operating activities:




Non-cash royalty revenue related to sale of future royalties

(22,055)


(10,791)

Non-cash interest expense on liability related to sale of future royalties 

22,309


18,057

Stock-based compensation 





17,708


16,199

Depreciation and amortization 





14,275


14,508

Impairment of long-lived assets 





-


1,675

Other non-cash transactions





664


845

  Changes in operating assets and liabilities:








Accounts receivable, net





3,576


(867)

Inventory






4,817


(5,613)

Other assets 





6,423


6,031

Accounts payable 





6,199


(122)

Accrued compensation 





5,481


(4,034)

Accrued expenses 





(1,915)


1,495

Accrued clinical trial expenses





(595)


5,547

Deferred revenue 





(12,399)


(9,384)

Interest payable





(166)


5,278

Liability related to receipt of refundable milestone payment

70,000


-

Other liabilities 





9,164


3,275

  Net cash used in operating activities 





(38,527)


(129,756)











Cash flows from investing activities:








Maturities of investments 





319,181


307,887

Purchases of investments 





(268,068)


(164,662)

Sales of investments 





2,887


5,378

Restricted cash 





-


(25,000)

Purchases of property and equipment 





(4,091)


(10,583)

  Net cash provided by investing activities 





49,909


113,020











Cash flows from financing activities:








Payment of capital lease obligations 





(2,992)


(2,437)

(Repayment of) proceeds from sale of future royalties, net of $4.4 million of transaction costs in 2012

(3,000)


119,588

Proceeds from issuance of senior secured notes, net of $4.5 million of issuance costs

-


77,940

Repayment of convertible subordinated notes





-


(172,407)

Proceeds from shares issued under equity compensation plans

8,208


4,117

  Net cash provided by financing activities 





2,216


26,801











  Effect of exchange rates on cash and cash equivalents 

32


60

  Net increase in cash and cash equivalents 





13,630


10,125

  Cash and cash equivalents at beginning of period





25,437


15,312

  Cash and cash equivalents at end of period





$         39,067


$         25,437











Supplemental disclosure of cash flow information:




  Cash paid for interest





$         17,590


$          9,620

  Cash paid for income taxes





$           1,014


$          1,021

  Retirement of convertible subordinated notes in exchange for senior secured notes

$                   -


$        42,548