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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): February 27, 2020

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which
registered
Common Stock, $0.0001 par value   NKTR   NASDAQ Global Select Market

 

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 February 27, 2020, 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, 2019. A copy of the Press Release is furnished herewith as Exhibit 99.1.

 

On February 18, 2020, Nektar announced that it would hold a Webcast conference call on February 27, 2020 to review its financial results for the quarter and year ended December 31, 2019. This conference call is accessible through a link that is posted on the home page and Investors section of the Nektar website: http://ir.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 2019 Financial Results” issued by Nektar Therapeutics on February 27, 2020.

 

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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:   February 27, 2020

 

 

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Exhibit 99.1

 

 

 

Nektar Therapeutics Reports Fourth Quarter and Year-End 2019 Financial Results

 

SAN FRANCISCO, February 27, 2020 – Nektar Therapeutics (Nasdaq: NKTR) today reported financial results for the fourth quarter and full year ended December 31, 2019.

 

Cash and investments in marketable securities at December 31, 2019 were approximately $1.6 billion as compared to $1.9 billion at December 31, 2018.

 

“Nektar’s progress over the past year has established a strong foundation for growth, with a robust portfolio of clinical-stage immuno-oncology and immunology candidates addressing multiple therapeutic areas,” said Howard W. Robin, President and CEO of Nektar. “Our amended joint development plan with Bristol-Myers Squibb for bempegaldesleukin in combination with Opdivo expands the active registrational program for the doublet to five indications, including new Phase 3 studies in the adjuvant melanoma setting and muscle invasive bladder cancer. It also provides a path forward in first-line lung cancer and enhances our ability to pursue new combinations in additional indications.”

 

Mr. Robin continued, “We also advanced NKTR-255, a novel IL-15 agonist that stimulates NK cells and memory T cells, into the clinic in combination with ADCC therapies. With NKTR-358, we have an opportunity to address the underlying immune imbalance associated with multiple autoimmune and chronic inflammatory diseases. Our partner Eli Lilly is on track to initiate a Phase 2 study in lupus, advance ongoing Phase 1b clinical trials in psoriasis and atopic dermatitis, and start an additional Phase 2 study in a new autoimmune indication this year.”

 

Summary of Financial Results

 

Revenue in the fourth quarter of 2019 was $33.9 million as compared to $39.8 million in the fourth quarter of 2018. Revenue for the year ended December 31, 2019 was $114.6 million as compared to $1.2 billion in 2018 and was lower primarily due to the recognition of $1.06 billion of license revenue from the Bristol-Myers Squibb collaboration agreement in the second quarter of 2018.

 

Total operating costs and expenses in the fourth quarter of 2019 were $143.5 million as compared to $140.1 million in the fourth quarter of 2018. Total operating costs and expenses for 2019 were $554.7 million as compared to $505.4 million in 2018. Total operating costs and expenses increased primarily as a result of increases in research and development (R&D) expense and general and administrative (G&A) expense.

 

R&D expense in the fourth quarter of 2019 was $110.4 million as compared to $108.9 million for the fourth quarter of 2018. R&D expense for the year ended December 31, 2019 was $434.6 million as compared to $399.5 million in 2018. R&D expense was higher in 2019 as compared to 2018 primarily because of the continued clinical development of bempegaldesleukin, including the registrational studies in melanoma, bladder cancer and renal cell carcinoma, and manufacture of Phase 2 drug supply for NKTR-358, which were partially offset by lower bempegaldesleukin and NKTR-181 manufacturing costs.

 

 

 

 

G&A expense was $27.1 million in the fourth quarter of 2019 as compared to $23.8 million in the fourth quarter of 2018. G&A expense for 2019 was $98.7 million as compared to $81.4 million in 2018. G&A expense was higher in the fourth quarter and full year 2019 as compared to the same periods in 2018 primarily due to non-cash stock based compensation expense, limited commercialization readiness activities for NKTR-181, as well as other costs related to personnel, facilities and outside services.

 

Net loss for the fourth quarter of 2019 was $112.2 million or $0.64 basic and diluted loss per share as compared to a net loss of $98.2 million or $0.57 basic and diluted loss per share in the fourth quarter of 2018. Net loss for the year ended December 31, 2019 was $440.7 million or $2.52 diluted loss per share as compared to net income of $681.3 million or $3.78 diluted earnings per share in 2018.

 

2019 and Year-to-Date Business Highlights:

 

·In February 2020, Nektar announced the publication of preclinical bempegaldesleukin data in two manuscripts in Nature Communications showing how bempegaldesleukin works synergistically with multiple immune-based therapies to enhance T-cell-mediated tumor control.

  

·In January 2020, Nektar and Bristol-Myers Squibb announced a new joint development plan that expands the ongoing registrational program for bempegaldesleukin plus Opdivo (nivolumab) from three ongoing registrational trials in first-line metastatic melanoma, first-line cisplatin-ineligible metastatic urothelial cancer and first-line metastatic renal cell carcinoma (RCC) to include two additional registrational trials in adjuvant melanoma and muscle-invasive bladder cancer. In addition, a Phase 1/2 study will be initiated to evaluate bempegaldesleukin plus nivolumab in combination with axitinib in first-line RCC in order to support a future registrational trial. Bristol-Myers Squibb will also independently conduct and fund a Phase 1/2 study in first-line non-small-cell lung cancer with bempegaldesleukin and nivolumab.

 

In January 2020, Nektar made the strategic business decision to withdraw its New Drug Application (NDA) for NKTR-181, an investigational medicine in development for chronic pain and make no further investment into the program.

 

In December 2019, Nektar presented results from preclinical studies of NKTR-255, its IL-15 agonist, at the 61st American Society of Hematology Annual Meeting highlighting the candidate’s potential in the treatment of hematological malignancies by restoring both NK cell and memory CD8 T cell compartments in patients.

 

In November 2019, Nektar presented updated results from the first-in-human Phase 1a study of NKTR-358 at the 2019 Annual Meeting of the American College of Rheumatology supporting development of the candidate as a first-in-class T regulatory cell stimulator for the treatment of autoimmune and other chronic inflammatory conditions.

 

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In November 2019, Nektar presented new data from the Stage IV front-line melanoma cohort in the PIVOT-02 study at the 2019 Society for Immunotherapy of Cancer Annual Meeting. At a median time of follow-up of 18.6 months, median progression free survival had not yet been reached.

 

In October 2019, Nektar announced that its partner Eli Lilly initiated two Phase 1b studies of NKTR-358, one in patients with psoriasis and one in patients with atopic dermatitis.

 

In October 2019, Nektar announced the initiation of a first-in-human, Phase 1 clinical study evaluating NKTR-255 as monotherapy for patients with relapsed or refractory non-Hodgkin lymphoma or multiple myeloma.

 

·In September 2019, Nektar presented clinical data from its PIVOT-02 study for bempegaldesleukin in combination with Opdivo (nivolumab) at the 2019 CRI-CIMT-EATI-AACR International Cancer Immunotherapy Conference demonstrating the promising clinical activity of the combination in patients with advanced or metastatic triple-negative breast cancer, particularly in patients with PD-L1 negative baseline tumors.

  

In August 2019, the U.S. Food and Drug Administration (FDA) granted Breakthrough Therapy Designation for bempegaldesleukin in combination with Opdivo (nivolumab) for the treatment of patients with previously untreated unresectable or metastatic melanoma. 

 

In June 2019, Nektar presented biomarker and clinical data from the ongoing PIVOT-02 study for bempegaldesleukin in combination with Opdivo (nivolumab) at the 2019 ASCO Annual Meeting. Clinical data presented included 12-month follow-up for the Stage IV first-line melanoma patient cohort and showed a deepening and durability of response over time.

 

In April 2019, Nektar presented positive preclinical data on its immuno-oncology pipeline candidates, bempegaldesleukin and NKTR-255, at the 2019 AACR Annual Meeting.

 

In March 2019, Nektar presented preliminary immune activation, safety and clinical activity data from the ongoing dose-escalation stage of the REVEAL study at the 2019 ASCO-SITC Meeting. The REVEAL Phase 1/2 study is evaluating the safety and efficacy of NKTR-262, a novel TLR agonist, in combination with bempegaldesleukin.

 

In February 2019, Nektar presented clinical data from first-line Stage IV urothelial carcinoma patients enrolled in the PIVOT-02 study of bempegaldesleukin with Opdivo (nivolumab) at the 2019 ASCO Genitourinary Cancers Symposium.

 

The company also announced upcoming presentations at the following scientific congresses:

 

Society of Toxicology (SOT) 59th Annual Meeting, Anaheim, CA

 

Presentation: “Bempegaldesleukin (NKTR-214), a novel IL-2 based immunotherapy, demonstrates superior nonclinical safety compared to that reported for recombinant human IL-2 (rhIL-2)”, Leung, S., et al.

 

oSession: Safety Assessment: Pharmaceutical—Drug Development
oDate: Wednesday, March 18th, 10:45 a.m. – 12:30 p.m.

 

Presentation: “Toxicology Species Selection for Preclinical Safety Assessment of TLR7/8 Prodrug Agonist”, Gunther, J., et al.

 

oSession: Safety Assessment: Pharmaceutical—Drug Development
oDate: Wednesday, March 18th, 10:45 a.m. – 12:30 p.m.

 

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American Chemical Society National Meeting

 

Presentation: “NKTR-262: Discovery of a novel TLR 7/8 agonist prodrug that demonstrates synergistic anti-tumor effect in combination with NKTR-214, a CD-122 preferential IL-2 pathway agonist”, Anand, N., et al.

 

oSession: MEDI: Tissue Specific Delivery: TLR Agonists
oDate: Tuesday, March 24th, 10:10 a.m. – 10:45 a.m.

 

Conference Call to Discuss Fourth Quarter and Year-End 2019 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, Thursday, February 27, 2020.

 

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: https://ir.nektar.com/. The web broadcast of the conference call will be available for replay through March 27, 2020.

 

To access the conference call, follow these instructions:

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

Passcode: 2507828 (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 biopharmaceutical company with a robust, wholly-owned R&D pipeline of investigational medicines in oncology and immunology as well as a portfolio of approved partnered medicines. 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 which can be identified by words such as: "may," "design," "potential" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the therapeutic potential of, and future development plans for, bempegaldesleukin, NKTR-358 and NKTR-255, and the timing of the initiation of clinical studies for our 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, 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 statements regarding the therapeutic potential of bempegaldesleukin, NKTR-358 and NKTR-255 are based on preclinical and clinical findings and observations and are subject to change as research and development continue; (ii) bempegaldesleukin, NKTR-358 and NKTR-255 are an investigational agents and continued research and development for these drug candidates is subject to substantial risks, including negative safety and efficacy findings in ongoing clinical studies (notwithstanding positive findings in earlier preclinical and clinical studies); (iii) bempegaldesleukin, NKTR-358 and NKTR-255 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; (iv) the timing of the commencement or end of clinical trials and the availability of clinical data 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; (v) 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 (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, 2019. 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.

 

Contact:

For Investors:

Vivian Wu of Nektar Therapeutics

628-895-0661

 

For Media:

Dan Budwick of 1AB

973-271-6085

dan@1abmedia.com

 

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NEKTAR THERAPEUTICS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

   December 31,
2019
   December 31,
2018(1)
 
ASSETS        
Current assets:        
Cash and cash equivalents  $96,363   $194,905 
Short-term investments   1,228,499    1,140,445 
Accounts receivable   36,802    43,213 
Inventory   12,665    11,381 
Advance payments to contract manufacturers   31,834    26,450 
Other current assets   15,387    21,293 
Total current assets   1,421,550    1,437,687 
           
Long-term investments   279,119    582,889 
Property, plant and equipment, net   64,999    48,851 
Operating lease right-of-use assets   134,177    - 
Goodwill   76,501    76,501 
Other assets   1,010    4,244 
Total assets  $1,977,356   $2,150,172 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities:          
Accounts payable  $19,234   $5,854 
Accrued compensation   11,467    9,937 
Accrued clinical trial expenses   32,626    14,700 
Accrued contract manufacturing expenses   7,304    23,841 
Other accrued expenses   11,414    9,087 
Senior secured notes, net   248,693    - 
Interest payable   4,198    4,198 
Lease liability, current portion   12,516    - 
Deferred revenue, current portion   5,517    13,892 
Other current liabilities   924    493 
Total current liabilities   353,893    82,002 
           
Senior secured notes, net   -    246,950 
Lease liability, less current portion   142,730    - 
Liability related to the sale of future royalties, net   72,020    82,911 
Deferred revenue, less current portion   2,554    10,744 
Other long-term liabilities   768    9,990 
Total liabilities   571,965    432,597 
           
Commitments and contingencies          
           
Stockholders’ equity:          
Preferred stock   -    - 
Common stock   17    17 
Capital in excess of par value   3,271,097    3,147,925 
Accumulated other comprehensive loss   (1,005)   (6,316)
Accumulated deficit   (1,864,718)   (1,424,051)
Total stockholders’ equity   1,405,391    1,717,575 
Total liabilities and stockholders’ equity  $1,977,356   $2,150,172 

 

(1)The consolidated balance sheet at December 31, 2018 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.

 

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NEKTAR THERAPEUTICS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share information)

(Unaudited)

 

   Three Months Ended
December 31,
   Year Ended
December 31,
 
   2019   2018   2019   2018 
Revenue:                
Product sales  $5,815   $4,360   $20,117   $20,774 
Royalty revenue   12,214    12,078    41,222    41,976 
Non-cash royalty revenue related to sale of future royalties   8,718    8,971    36,303    33,308 
License, collaboration and other revenue   7,115    14,417    16,975    1,097,265 
Total revenue   33,862    39,826    114,617    1,193,323 
                     
Operating costs and expenses:                    
Cost of goods sold   5,989    7,461    21,374    24,412 
Research and development   110,369    108,883    434,566    399,536 
General and administrative   27,142    23,777    98,712    81,443 
Total operating costs and expenses   143,500    140,121    554,652    505,391 
                     
Income (loss) from operations   (109,638)   (100,295)   (440,035)   687,932 
                     
Non-operating income (expense):                    
Interest expense   (5,428)   (5,415)   (21,310)   (21,582)
Non-cash interest expense on liability related to sale of future royalties   (7,191)   (6,388)   (25,044)   (21,196)
Interest income and other income (expense), net   10,371    12,048    46,335    37,571 
Total non-operating income (expense), net   (2,248)   245    (19)   (5,207)
                     
Income (loss) before provision for income taxes   (111,886)   (100,050)   (440,054)   682,725 
                     
Provision for income taxes   278    (1,838)   613    1,412 
Net income (loss)  $(112,164)  $(98,212)  $(440,667)  $681,313 
                     
Net income (loss) per share:                    
Basic  $(0.64)  $(0.57)  $(2.52)  $4.02 
Diluted  $(0.64)  $(0.57)  $(2.52)  $3.78 
Weighted average shares outstanding used in computing net income (loss) per share:                    
Basic   176,130    173,271    174,993    169,600 
Diluted   176,130    173,271    174,993    180,119 

 

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NEKTAR THERAPEUTICS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   Year Ended December 31, 
   2019   2018 
         
Cash flows from operating activities:        
Net income (loss)  $(440,667)  $681,313 
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   (36,303)   (33,308)
Non-cash interest expense on liability related to sale of future royalties   25,044    21,196 
Stock-based compensation   99,795    88,101 
Depreciation and amortization   13,156    10,870 
Accretion of discounts, net and other non-cash transactions   (11,394)   (10,952)
Changes in operating assets and liabilities:          
Accounts receivable   6,411    (25,505)
Inventory   (1,284)   (655)
Operating lease right-of-use assets, net of operating lease liabilities   13,090    - 
Other assets   1,190    (31,652)
Accounts payable   12,967    971 
Accrued compensation   1,530    1,674 
Other accrued expenses   3,816    27,947 
Deferred revenue   (16,565)   (15,331)
Other liabilities   533    3,545 
Net cash provided by (used in) operating activities   (328,681)   718,214 
           
Cash flows from investing activities:          
Purchases of investments   (1,380,865)   (2,271,250)
Maturities of investments   1,614,036    890,957 
Sales of investments   -    11,963 
Purchases of property, plant and equipment   (26,285)   (14,239)
Sales of property and plant   -    2,633 
Net cash provided by (used in) investing activities   206,886    (1,379,936)
           
Cash flows from financing activities:          
Payment of capital lease obligations   -    - 
Proceeds from shares issued under equity compensation plans   23,355    61,735 
Issuance of common stock to Bristol-Myers Squibb   -    790,231 
Net cash provided by financing activities   23,355    851,966 
           
Effect of exchange rates on cash and cash equivalents   (102)   (101)
Net increase (decrease) in cash and cash equivalents   (98,542)   190,143 
Cash and cash equivalents at beginning of year   194,905    4,762 
Cash and cash equivalents at end of year  $96,363   $194,905 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest  $19,199   $19,471 
Cash paid for income taxes  $555   $618 
Right-of-use assets recognized in exchange for operating lease liabilities  $57,691   $- 

 

 

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