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): November 7, 2018

 

NEKTAR THERAPEUTICS 

(Exact Name of Registrant as Specified in Charter)

 

Delaware 0-24006 94-3134940
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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 ☐

 

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 2.02 Results of Operations and Financial Condition.

 

On November 7, 2018, Nektar Therapeutics, a Delaware corporation (“Nektar”), issued a press release (the “Press Release”) announcing its financial results for the quarter ended September 30, 2018. A copy of the Press Release is furnished herewith as Exhibit 99.1.

 

On October 30, 2018, Nektar announced that it would hold a Webcast conference call on November 7, 2018 to review its financial results for the quarter ended September 30, 2018. This conference call is accessible through a link that is posted on the home page and Investors 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 Financial Results for the Third Quarter of 2018” issued by Nektar Therapeutics on November 7, 2018.

 

 

 

 

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/ Mark A. Wilson
    Mark A. Wilson
    General Counsel and Secretary
     
  Date: November 7, 2018

 

 

  

Exhibit 99.1

 

Nektar Therapeutics Reports Financial Results for the Third Quarter of 2018

 

SAN FRANCISCO, November 7, 2018 — Nektar Therapeutics (Nasdaq: NKTR) today reported its financial results for the third quarter ended September 30, 2018.

 

Cash and investments in marketable securities at September 30, 2018 were $2.0 billion as compared to $353.2 million at December 31, 2017.

 

“We have made tremendous progress advancing our portfolio of immuno-oncology, immunology and pain programs in 2018,” said Howard W. Robin, President and CEO of Nektar. “We are implementing the broad joint development plan for NKTR-214 with partner Bristol-Myers Squibb across a range of tumor types, with the first Phase 3 trial in melanoma initiated in September and the next seven trials in renal cell carcinoma, urothelial cancer and non-small cell lung cancer starting over the next several months. In addition, our new collaboration with Pfizer underscores the promise of NKTR-214 as a backbone therapy in multiple cancer treatment regimens. NKTR-358 continues to advance with the ongoing clinical study in lupus patients and NKTR-181 is continuing through the NDA review process with the FDA. Finally, we are in an exceptionally strong financial position to execute on our strategy, ending the quarter with $2.0 billion in cash.”

 

Revenue in the third quarter of 2018 was $27.8 million as compared to $152.9 million in the third quarter of 2017. Year-to-date revenue for 2018 was $1.2 billion as compared to $212.2 million in the first nine months of 2017 and included the recognition of $1.06 billion of license revenue from the Bristol-Myers Squibb collaboration agreement. Revenue in the third quarter of 2017 included recognition of $127.6 million of the $150.0 million upfront payment from Nektar's collaboration with Eli Lilly & Company for the development and commercialization of NKTR-358.

 

Total operating costs and expenses in the third quarter of 2018 were $126.4 million as compared to $83.4 million in the third quarter of 2017. Year-to-date total operating costs and expenses in 2018 were $365.3 million as compared to $247.9 million for the same period in 2017. Total operating costs and expenses increased primarily as a result of increased research and development (R&D) expense.

 

Research and development expense in the third quarter of 2018 was $102.9 million as compared to $65.7 million in the third quarter of 2017. Year-to-date R&D expense for 2018 was $290.7 million as compared to $187.0 million for the same period in 2017. R&D expense was higher in the third quarter and first nine months as compared to the same periods in 2017 primarily because of expenses for our pipeline programs, including the continued development of NKTR-214 in Phase 1/2 studies and Phase 3 preparatory activities and related manufacturing costs, costs related to the NKTR-181 New Drug Application and NKTR-181 pre-commercial manufacturing, Phase 1 clinical studies of NKTR-358, the Phase 1 study of NKTR-262 in combination with NKTR-214 and IND-enabling activities for NKTR-255.

 

 

 

 

General and administrative (G&A) expense was $18.7 million in the third quarter of 2018 as compared to $12.1 million in the third quarter of 2017. G&A expense in the first nine months of 2018 was $57.7 million as compared to $40.0 million for the same period in 2017. G&A expense was higher in the third quarter and first nine months of 2018 as compared to the same periods in 2017 primarily due to an increase in non-cash stock based compensation expense.

 

Net loss in the third quarter of 2018 was $96.1 million or $0.56 basic and diluted loss per share as compared to net income of $60.9 million or $0.37 diluted earnings per share in the third quarter of 2017. Net income in the first nine months of 2018 was $779.5 million or $4.34 diluted earnings per share as compared to net loss of $62.9 million or $0.41 basic and diluted loss per share in the first nine months of 2017.

 

Third Quarter 2018 and Recent Business Highlights

 

·In November, Nektar entered into an oncology clinical collaboration with Pfizer Inc. to evaluate several combination regimens in multiple cancer settings including metastatic castration-resistant prostate cancer (mCRPC) and squamous cell carcinoma of the head and neck (SCCHN). Under the new collaboration, Pfizer will initiate a Phase 1b/2 clinical trial to evaluate the anti-cancer activity of the combined agents, avelumab, talazoparib and NKTR-214, as well as avelumab, enzalutamide and NKTR-214.

 

·In October, Nektar appointed Karin Eastham as an independent director to its Board of Directors. Ms. Eastham brings more than 35 years of experience as both an executive and independent director in the biotechnology industry, with particular expertise in finance and operations.

 

·In September, Nektar and Bristol-Myers Squibb initiated a Phase 3 study of NKTR-214 combined with nivolumab versus nivolumab in participants with previously untreated unresectable or metastatic melanoma.

 

·In July, the U.S. Food and Drug Administration accepted Nektar’s New Drug Application (NDA) for NKTR-181, a first-in-class opioid investigational drug candidate, to treat chronic low back pain in adult patients new to opioid therapy. The NDA has been assigned a PDUFA (Prescription Drug User Fee Act) target action date of May 29, 2019 by the FDA.

 

 

 

 

The Company also announced the following upcoming presentations through year-end 2018:

 

2018 Society for Immunotherapy and Cancer (SITC) Annual Meeting, Washington D.C.:

 

·Oral Presentation: “Immune monitoring after NKTR-214 plus nivolumab (PIVOT-02) in previously untreated patients with metastatic Stage IV melanoma”

oSession: Cytokines Reinvented

oPresenter: Dr. Adi Diab, MD Anderson Cancer Center

oDate: Friday, November 9, 2018, 5:05 p.m. – 6:30 p.m. Eastern Standard Time

 

Poster Presentations:

 

Session: Combination Therapy

 

·Abstract #P348: "Survival and immune modulation in homologous recombination deficient murine ovarian tumors using the PARP inhibitor, rucaparib and immune agonist, NKTR-214", Charych, D., et al.

oDate: Friday, November 9th from 8 a.m. – 8 p.m. and Saturday, November 10th from 8 a.m. – 8:30 p.m. Eastern Standard Time

 

·Abstract #P364: "Systemic anti-tumor immunity and immune memory formation by a novel TLR7/8 targeting agent NKTR-262 combined with CD122-biased immunostimulatory cytokine NKTR-214", Kivimae, S., et al.

oDate: Friday, November 9th from 8 a.m. – 8 p.m. and Saturday, November 10th from 8 a.m. – 8:30 p.m. Eastern Standard Time

 

·Abstract #P368: "Combination of a Dipeptidyl Peptidase Inhibitor BXCL701 and Biased CD122 Agonist NKTR-214 with Anti-PD1 Provides Functional Immunological Memory through Inflammatory Cell Death", MacDougall, J., et al.

oDate: Friday, November 9th from 8 a.m. – 8 p.m. and Saturday, November 10th from 8 a.m. – 8:30 p.m. Eastern Standard Time

 

·Abstract #P378: "NKTR-214 (CD122-biased agonist) and NKTR-262 (TLR7/8 agonist) combination treatment pairs local innate immune activation with systemic CD8+ T cell expansion to enhance anti-tumor immunity", Rolig, A., et al.

oDate: Friday, November 9th from 8 a.m. – 8 p.m. and Saturday, November 10th from 8 a.m. – 8:30 p.m. Eastern Standard Time

 

Session: Cytokines in Anti-Tumor Immunity

 

·Abstract #P418: "Pre-clinical investigation of NKTR-255, a polymer-conjugated IL-15 with a potent NK cell dependent anti-tumor efficacy", Miyazaki, T., et al.

oDate: Friday, November 9th from 8 a.m. – 8 p.m. and Saturday, November 10th from 8 a.m. – 8:30 p.m. Eastern Standard Time

 

 

 

 

·Abstract #P419: "NKTR-214 in combination with radiation produces a potent in situ vaccine in the syngeneic B78 melanoma model", Sondel, P., et al.

oDate: Friday, November 9th from 8 a.m. – 8 p.m. and Saturday, November 10th from 8 a.m. – 8:30 p.m. Eastern Standard Time

 

·Abstract #P422: "A polymer-associated human IL-15 (NKTR-255) has optimized biological activity and unique mechanisms of action on CD8 T Cells and NK Cells", Robinson T., et al.

oDate: Friday, November 9th from 8 a.m. – 8 p.m. and Saturday, November 10th from 8 a.m. – 8:30 p.m. Eastern Standard Time

 

·Abstract #P424: "NKTR-214, an engineered IL-2, selectively depletes intratumoral Tregs and expands immunotherapy-induced effector T cell responses", Sharma, M., et al.

oDate: Friday, November 9th from 8 a.m. – 8 p.m. and Saturday, November 10th from 8 a.m. – 8:30 p.m. Eastern Standard Time

 

Session: Mechanisms of Resistance to Immunotherapy

 

·Abstract #P557: "Overcoming genetically-based resistance mechanisms to PD-1 blockade", Torrejon, D., et al.

oDate: Friday, November 9th from 8 a.m. – 8 p.m. and Saturday, November 10th from 8 a.m. – 8:30 p.m. Eastern Standard Time

 

2018 American Society of Hematology Annual Meeting, San Diego, CA;

 

·Publication #2952: "Pharmacokinetic and Pharmacodynamic Study of NKTR-255, a Polymer-Conjugated Human IL-15, in Cynomolgus Monkey", Miyazaki, T., et al.

oSession 625: Lymphoma: Pre-Clinical—Chemotherapy and Biologic Agents: Poster II

oDate: Sunday, December 2nd from 6:00 p.m. - 8:00 p.m. Pacific Time

oLocation: San Diego Convention Center, Hall GH

 

Conference Call to Discuss Third Quarter 2018 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, November 7, 2018.

 

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 Investors section of the Nektar website: http://ir.nektar.com/. The web broadcast of the conference call will be available for replay through Monday, December 10, 2018.

 

 

 

 

To access the conference call, follow these instructions:

 

Dial: (877) 881-2183 (U.S.); (970) 315-0453 (international)

 

Passcode: 9395678 (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 Investors page at the Nektar website as soon as practical after the conclusion of the conference call.

 

About Nektar

 

Nektar Therapeutics is a research-based development stage biopharmaceutical company whose mission is to discover and develop innovative medicines to address the unmet medical needs of patients. Our R&D pipeline of new investigational medicines includes treatments for cancer, auto-immune disease and chronic pain. We leverage Nektar's proprietary and proven chemistry platform in the discovery and design of our new therapeutic candidates. 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 https://www.nektar.com/.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains forward-looking statements which can be identified by words such as: "will" and "can" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the therapeutic potential of our pipeline molecules alone or in combination with other therapeutic agents, and the availability of results and outcomes from clinical and preclinical studies of our new drug candidates. 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, 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 statements regarding the therapeutic potential of our pipeline molecules are based on preclinical and clinical findings and observations; (ii) the clinical and commercial risks associated with our pipeline molecules remains high and failure can unexpectedly occur at any stage for one or more of the indications being studied prior to regulatory approval due to lack of sufficient efficacy, safety considerations or other factors that impact drug development; (iii) data reported from ongoing preclinical and clinical trials are necessarily interim data only and the final results will change based on continuing observations; (iv) patents may not issue from our patent applications for our drug candidates, patents that have issued may not be enforceable, or additional intellectual property licenses from third parties may be required; and (v) certain other important risks and uncertainties set forth in Nektar's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2018. 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.

 

 

 

 

Contacts:

 

For Investors:

 

Jennifer Ruddock of Nektar Therapeutics
415-482-5585

 

Jodi Sievers of Nektar Therapeutics
415-482-5593

 

For Media:

 

Dan Budwick of 1AB
973-271-6085
dan@1abmedia.com

 

 

 

 

NEKTAR THERAPEUTICS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

ASSETS  September 30, 2018   December 31, 2017(1)
Current assets:          
Cash and cash equivalents  $222,261   $4,762 
Short-term investments   1,198,149    291,370 
Accounts receivable, net   31,937    5,014 
Inventory   13,296    10,726 
Advance payments to contract manufacturers   26,999    7,155 
Other current assets   12,540    7,793 
Total current assets   1,505,182    326,820 
           
Long-term investments   619,140    57,088 
Property, plant and equipment, net   44,881    47,463 
Goodwill   76,501    76,501 
Other assets   3,394    994 
Total assets  $2,249,098   $508,866 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities:          
Accounts payable  $7,494   $4,782 
Accrued compensation   27,922    8,263 
Accrued clinical trial expenses   21,966    9,461 
Other accrued expenses   24,217    10,064 
Interest payable   4,198    4,198 
Deferred revenue, current portion   15,676    18,949 
Other current liabilities   6,610    446 
Total current liabilities   108,083    56,163 
           
Senior secured notes, net   246,514    245,207 
Liability related to the sale of future royalties, net   85,402    94,655 
Deferred revenue, less current portion   11,410    19,021 
Other long-term liabilities   7,567    5,992 
Total liabilities   458,976    421,038 
           
Commitments and contingencies          
           
Stockholders’ equity:          
Preferred stock        
Common stock   17    15 
Capital in excess of par value   3,121,322    2,207,865 
Accumulated other comprehensive loss   (5,378)   (2,111)
Accumulated deficit   (1,325,839)   (2,117,941)
Total stockholders’ equity   1,790,122    87,828 
Total liabilities and stockholders’ equity  $2,249,098   $508,866 

 

(1) The consolidated balance sheet at December 31, 2017 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 September 30,   Nine Months Ended September 30, 
   2018   2017   2018   2017 
                 
Revenue:                    
Product sales  $4,256   $4,448   $16,414   $24,897 
Royalty revenue   10,259    9,302    29,898    23,953 
Non-cash royalty revenue related to sale of future royalties   8,372    8,066    24,337    21,367 
License, collaboration and other revenue   4,875    131,112    1,082,848    142,028 
Total revenue   27,762    152,928    1,153,497    212,245 
                     
Operating costs and expenses:                    
Cost of goods sold   4,783    5,674    16,951    20,794 
Research and development   102,895    65,714    290,653    187,032 
General and administrative   18,718    12,055    57,666    40,027 
Total operating costs and expenses   126,396    83,443    365,270    247,853 
                     
Income (loss) from operations   (98,634)   69,485    788,227    (35,608)
                     
Non-operating income (expense):                    
Interest expense   (5,442)   (5,540)   (16,167)   (16,452)
Non-cash interest expense on liability related to sale of future royalties   (4,814)   (4,471)   (14,808)   (13,535)
Interest income and other income (expense), net   11,847    1,599    25,523    3,163 
Total non-operating income (expense), net   1,591    (8,412)   (5,452)   (26,824)
                     
Income (loss) before provision for income taxes   (97,043)   61,073    782,775    (62,432)
                     
Provision for income taxes   (900)   202    3,250    434 
Net income (loss)  $(96,143)  $60,871   $779,525   $(62,866)
                     
Net income (loss) per share:                    
Basic  $(0.56)  $0.39   $4.63   $(0.41)
Diluted  $(0.56)  $0.37   $4.34   $(0.41)
                     
Weighted average shares outstanding used in computing net income (loss) per share:                    
Basic   172,698    156,411    168,363    155,153 
Diluted   172,698    162,641    179,619    155,153 

 

 

 

 

NEKTAR THERAPEUTICS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   Nine Months Ended September 30, 
   2018   2017 
Cash flows from operating activities:          
Net income (loss)  $779,525   $(62,866)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Non-cash royalty revenue related to sale of future royalties   (24,337)   (21,367)
Non-cash interest expense on liability related to sale of future royalties   14,808    13,535 
Stock-based compensation   63,895    25,118 
Depreciation and amortization   7,799    12,081 
Other non-cash transactions   (8,136)   (1,370)
Changes in operating assets and liabilities:          
Accounts receivable, net   (16,179)   12,364 
Inventory   (2,570)   (2,545)
Other assets   (22,087)   (2,036)
Accounts payable   2,611    5,729 
Accrued compensation   19,659    808 
Accrued clinical trial expenses   12,505    (958)
Other accrued expenses   14,098    4,971 
Deferred revenue   (10,931)   15,477 
Other liabilities   5,104    1,046 
Net cash provided by (used in) operating activities   835,764    (13)
           
Cash flows from investing activities:          
Purchases of investments   (1,944,178)   (314,439)
Maturities of investments   467,658    261,112 
Sales of investments   11,963    8,823 
Purchases of property, plant and equipment   (5,552)   (7,283)
Sales of property, plant and equipment   2,633     
Net cash used in investing activities   (1,467,476)   (51,787)
           
Cash flows from financing activities:          
Payment of capital lease obligations       (2,159)
Issuance of common stock   790,231     
Proceeds from shares issued under equity compensation plans   59,067    32,275 
Net cash provided by financing activities   849,298    30,116 
           
Effect of exchange rates on cash and cash equivalents   (87)   11 
Net increase (decrease) in cash and cash equivalents   217,499    (21,673)
Cash and cash equivalents at beginning of period   4,762    59,640 
Cash and cash equivalents at end of period  $222,261   $37,967 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest  $14,701   $14,989