Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 23, 2017



(Exact Name of Registrant as Specified in Charter)



Delaware   0-24006   94-3134940

(State or Other Jurisdiction

of Incorporation)



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))


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 o


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. o




Item 7.01.    Regulation FD Disclosure


On August 23, 2017, Nektar Therapeutics ("Nektar") and Eli Lilly and Company received notice of early termination of the waiting period under the Hart-Scott-Rodino Act in connection with their License Agreement to co-develop Nektar's proprietary product candidate NKTR-358, which is an investigational compound that is a potential immunological therapeutic targeting the interleukin receptor complex. Expiration of the waiting period triggers the effectiveness of the License Agreement and the non-refundable up-front payment to Nektar of $150 million. Please refer to the Form 8-K Current Report filed by Nektar with the Securities and Exchange Commission on July 24, 2017, for a description of the License Agreement between Nektar and Eli Lilly and Company.






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 thereunto duly authorized.


    Nektar Therapeutics
Date: August 25, 2017 By: /s/ Mark A. Wilson
    Mark A. Wilson
    General Counsel and Secretary