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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 28, 2023

 

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 28, 2023, 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, 2022. A copy of the Press Release is furnished herewith as Exhibit 99.1.

 

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. 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, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description 
99.1   Press release titled “Nektar Therapeutics Reports Fourth Quarter and Year-End 2022 Financial Results”
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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 hereunto duly authorized.

 

  NEKTAR THERAPEUTICS
     
Date: February 28, 2023 By: /s/ Mark A. Wilson
    Mark A. Wilson
    Chief Legal Officer and Secretary

 

 

 

Exhibit 99.1

 

 

Nektar Therapeutics Reports Fourth Quarter and Year-End 2022 Financial Results

SAN FRANCISCO, Feb. 28, 2023 /PRNewswire/ -- Nektar Therapeutics (Nasdaq: NKTR) today reported financial results for the fourth quarter and full year ended December 31, 2022.

Cash and investments in marketable securities at December 31, 2022, were approximately $505.0 million as compared to $798.8 million at December 31, 2021.

"We are committed to ensuring that our existing cash can support a runway through at least the middle of 2025," said Howard W. Robin, President and CEO of Nektar. "This will enable us to advance our current pipeline to reach value-enhancing milestones. As a result, and as we stated on our analyst call last week, we will be making additional changes at Nektar to significantly reduce operating costs to meet that commitment."

Summary of Financial Results

Revenue in the fourth quarter of 2022 was $22.0 million as compared to $25.0 million in the fourth quarter of 2021. Revenue for the year ended December 31, 2022 was $92.1 million as compared to $101.9 million in 2021. Revenue for 2022 was lower compared to 2021, driven by a decrease in non-cash royalty revenue.

Total operating costs and expenses in the fourth quarter of 2022 were $74.5 million as compared to $137.9 million in the fourth quarter of 2021. Total operating costs and expenses for the full year 2022 were $468.2 million as compared to $548.0 million in 2021. Operating costs and expenses for both the fourth quarter and the full year 2022 decreased as compared to 2021 primarily due to the wind down of the bempegaldesleukin program, partially offset by severance expense and non-cash lease and equipment impairment charges.

R&D expense in the fourth quarter of 2022 was $34.7 million as compared to $99.6 million for the fourth quarter of 2021. R&D expense for the year ended December 31, 2022 was $218.3 million as compared to $400.3 million in 2021. R&D expense decreased for both the fourth quarter and full year 2022 primarily due to the wind down of the bempegaldesleukin program. The clinical trial and related employee compensation costs for the wind down of the bempegaldesleukin program are reported in restructuring, impairment and other costs of terminated program, discussed below.

G&A expense was $21.9 million in the fourth quarter of 2022 and $32.1 million in the fourth quarter of 2021. G&A expense for the full year 2022 was $92.3 million as compared to $122.8 million in 2021. G&A expense decreased for both the fourth quarter and full year 2022 primarily due to the wind down of the bempegaldesleukin program.

Restructuring, impairment and other costs of the terminated program were $11.6 million in the fourth quarter of 2022 and $135.9 million in the full year 2022. The full year 2022 amount includes $65.8 million in non-cash lease and equipment impairment charges, $30.9 million in employee severance expense and $31.7 million for clinical trial and related employee compensation costs for the wind down of the bempegaldesleukin program, as well as $7.5 million in other restructuring costs.

Net loss for the fourth quarter of 2022 was $59.7 million or $0.32 basic and diluted loss per share as compared to a net loss of $145.6 million or $0.79 basic and diluted loss per share in the fourth quarter of 2021. Net loss for the year ended December 31, 2022 was $368.2 million or $1.97 basic and diluted loss per share as compared to a net loss of $523.8 million or $2.86 basic and diluted loss per share in 2021.

 

 

On February 23, 2023, Nektar announced topline data from a Phase 2 study of rezpegaldesleukin in adults with moderately-to-severely active systemic lupus erythematosus (SLE) (https://ir.nektar.com/news-releases/news-release-details/nektar-therapeutics-announces-phase-2-topline-data) and conducted a call with analysts and investors.

As a result of this call, Nektar will not host its regular quarterly financial results conference call for the fourth quarter and year-end 2022.  Nektar's Form 10-K for the year ended December 31, 2022 was filed on February 28, 2023.

About Nektar Therapeutics

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. 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: "will," "may," "advance," "support," "develop," "provide" 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 rezpegaldesleukin (formerly NKTR-358), NKTR-255 and our other drug candidates in research programs, the prospects and plans for our collaborations with other companies, the timing of the initiation of clinical studies and the data readouts for our drug candidates, our expectations (including our expected charges and cost savings) following our 2022 corporate restructuring and  reorganization plan and workforce reduction, and our expected working capital and cash runway. 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 rezpegaldesleukin, NKTR-255 and our other drug candidates are based on preclinical and clinical findings and observations and are subject to change as research and development continue; (ii) rezpegaldesleukin, NKTR-255 and our other drug candidates are 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) rezpegaldesleukin, NKTR-255 and our other drug candidates 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 challenges caused by the COVID-19 pandemic, 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) we may not achieve the expected cost savings we expect from our 2022 corporate restructuring and reorganization plan and we may undertake additional restructuring and cost-saving activities in the future, (vi) 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 (vii) certain other important risks and uncertainties set forth in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2023. 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:
David Rosen of Argot Partners
(212) 600-1902
david.rosen@argotpartners.com

 

 

 

NEKTAR THERAPEUTICS
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

 

ASSETS  December 31, 2022   December 31, 2021(1)
Current assets:          
Cash and cash equivalents  $88,227   $25,218 
Short-term investments   416,750    708,737 
Accounts receivable   5,981    22,492 
Inventory   19,202    15,801 
Other current assets   15,808    23,333 
Total current assets   545,968    795,581 
           
Long-term investments   -      64,828 
Property, plant and equipment, net   32,451    60,510 
Operating lease right-of-use assets   53,435    117,025 
Goodwill   76,501    76,501 
Other assets   2,245    2,744 
Total assets  $710,600   $1,117,189 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
Current liabilities:          
Accounts payable  $12,980   $9,747 
Accrued compensation   9,582    15,735 
Accrued clinical trial expenses   12,262    26,809 
Other accrued expenses   14,713    15,468 
Operating lease liabilities, current portion   18,667    17,441 
Total current liabilities   68,204    85,200 
           
Operating lease liabilities, less current portion   112,829    125,736 
Development derivative liability   -      27,726 
Liabilities related to the sales of future royalties, net   155,378    195,427 
Other long-term liabilities   7,551    3,592 
Total liabilities   343,962    437,681 
           
Commitments and contingencies          
           
Stockholders' equity:          
Common stock   19    19 
Capital in excess of par value   3,574,719    3,516,641 
Accumulated other comprehensive loss   (6,907)   (4,157)
Accumulated deficit   (3,201,193)   (2,832,995)
Total stockholders' equity   366,638    679,508 
Total liabilities and stockholders' equity  $710,600   $1,117,189 

 

(1) The consolidated balance sheet at December 31, 2022 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 December 31,   Year ended December 31,  
   2022   2021   2022   2021 
                 
Revenue:                
Product sales  $4,379   $5,890   $20,348   $23,725 
Non-cash royalty revenue related to the sales of future royalties   17,627    19,079    69,794    77,746 
License, collaboration and other revenue   17    40    1,913    436 
Total revenue   22,023    25,009    92,055    101,907 
                     
Operating costs and expenses:                    
Cost of goods sold   6,233    6,163    21,635    24,897 
Research and development   34,740    99,614    218,323    400,269 
General and administrative   21,939    32,142    92,333    122,844 
Restructuring, impairment and other costs of terminated program   11,580    -      135,930    -   
Total operating costs and expenses   74,492    137,919    468,221    548,010 
                     
Loss from operations   (52,469)   (112,910)   (376,166)   (446,103)
                     
Non-operating income (expense):                    
Change in fair value of development derivative liability   -      (383)   33,427    (8,023)
Non-cash interest expense on liabilities related to the sales of future royalties   (7,201)   (8,127)   (28,911)   (47,313)
Loss on revaluation of liability related to the sale of future royalties   -      (24,410)   -      (24,410)
Interest income and other income (expense), net   3,126    181    6,667    2,569 
Total non-operating income (expense), net   (4,075)   (32,739)   11,183    (77,177)
                     
Loss before provision for income taxes   (56,544)   (145,649)   (364,983)   (523,280)
                     
Provision for income taxes   3,144    (4)   3,215    557 
Net loss  $(59,688)  $(145,645)  $(368,198)  $(523,837)
                     
                     
Basic and diluted net loss per share  $(0.32)  $(0.79)  $(1.97)  $(2.86)
                     
Weighted average shares outstanding used in computing basic and diluted net loss per share   188,237    184,964    187,138    183,298 

 

 

 

 

 

NEKTAR THERAPEUTICS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 

   Year ended December 31,
   2022   2021 
Cash flows from operating activities:          
Net loss  $(368,198)  $(523,837)
Adjustments to reconcile net loss to net cash used in operating activities:          
Non-cash royalty revenue related to the sales of future royalties   (69,794)   (77,746)
Non-cash interest expense on liabilities related to the sales of future royalties   28,911    47,313 
Loss on revaluation of liability related to the sale of future royalties   -      24,410 
Change in fair value of development derivative liability   (33,427)   8,023 
Non-cash research and development expense   4,951    16,703 
Stock-based compensation   57,320    94,674 
Depreciation and amortization   13,030    14,146 
Deferred income tax expense   2,708    (102)
Impairment of right-of-use asset and property, plant and equipment   65,761    -   
(Gain) loss on sale or disposal of property, plant and equipment, net   (3,326)   -   
Amortization of premiums (discounts), net and other non-cash transactions   (2,435)   6,730 
Changes in operating assets and liabilities:          
Accounts receivable   16,511    12,397 
Inventory   (3,401)   (509)
Operating leases, net   (2,680)   2,340 
Other assets   6,906    (2,586)
Accounts payable   3,103    (11,690)
Accrued compensation   (6,153)   1,203 
Other accrued expenses   (12,734)   (23,524)
Deferred revenue   (1,060)   (605)
Net cash used in operating activities   (304,007)   (412,660)
           
Cash flows from investing activities:          
Purchases of investments   (467,914)   (960,689)
Maturities of investments   826,229    1,166,951 
Sales of investments   -      11,504 
Purchases of property, plant and equipment   (5,676)   (14,989)
Sales of property, plant and equipment   13,196    -   
Net cash provided by investing activities   365,835    202,777 
           
Cash flows from financing activities:          
Proceeds from sale of future royalties, net of $3.8 million of transaction costs   -      -   
Repayment of senior notes   -      -   
Cash receipts from development derivative liability   750    3,000 
Proceeds from shares issued under equity compensation plans   758    33,238 
Net cash provided by (used in) financing activities   1,508    36,238 
           
Effect of foreign exchange rates on cash and cash equivalents   (327)   (92)
Net increase (decrease) in cash and cash equivalents   63,009    (173,737)
Cash and cash equivalents at beginning of year   25,218    198,955 
Cash and cash equivalents at end of year  $88,227   $25,218 
           
Supplemental disclosure of cash flow information:          
Cash paid for income taxes  $272   $325 
Operating lease right-of-use assets recognized in exchange for lease liabilities  $-     $1,057