UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 11, 2026, Nektar Therapeutics (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC, and Piper Sandler & Co. (collectively, the “Representatives”) as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten offering (the “Offering”) of (i) 6,603,449 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) at a price to the public of $58.00 per Firm Share and (ii) pre-funded warrants to purchase up to 293,103 shares of Common Stock (“Pre-Funded Warrants”), and such shares issuable upon the exercise of the Pre-Funded Warrants (the “Warrant Shares”), at a price to the public of $57.9999 per Pre-Funded Warrant, which represents the per share public offering price for the Firm Shares less the $0.0001 per share exercise price for each such Pre-Funded Warrant, in each case less underwriting discounts and commissions. The Company also granted the Underwriters a 30-day option to purchase up to an additional 1,034,482 shares of Common Stock (the “Option Shares”, and together with the Firm Shares, the “Shares”) at the public offering price, less underwriting discounts and commissions, which the Underwriters exercised in full on February 12, 2026. All of the Shares and Pre-Funded Warrants in the Offering are being sold by the Company. The offering is expected to close on February 13, 2026, subject to customary closing conditions.
The Company estimates that the net proceeds from the Offering will be approximately 432.0 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Shares were issued pursuant to a shelf registration statement on Form S-3ASR (File No. 333-291466), as filed with the U.S. Securities and Exchange Commission (“SEC”) on November 12, 2025, which automatically became effective on November 12, 2025. A prospectus supplement relating to the Offering has been filed with the SEC dated February 11, 2026.
The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing is only a brief description of the terms of the Underwriting Agreement and the Pre-Funded Warrants, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement or the Pre-Funded Warrants, as applicable, and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement and the form of Pre-Funded Warrant, which are filed as Exhibit 1.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference.
A copy of the legal opinion of Goodwin Procter LLP relating to the issuance and sale, as applicable, of the Shares, the Pre-Funded Warrant and the Warrant Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 8.01 | Other Events. |
The full text of the press release announcing the pricing of the underwritten offering on February 11, 2026 is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements which can be identified by words such as: “may,” “will,” “expect,” “continue” and similar references to future periods. All statements, other than statements of historical fact, may be forward-looking statements. They are based on current expectations and projections about future events and are therefore subject to risks and uncertainties, which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Therefore, you should not rely on any of these forward-looking statements. The Company does not assume any obligation to update the forward-looking information contained in this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 |
| 4.1 |
| 5.1 |
| 23.1 |
| 99.1 |
| 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 12, 2026 | By: | /s/ Elizabeth Zhang | ||||
| Elizabeth Zhang | ||||||
| Vice President, Legal | ||||||