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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): June 6, 2025
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 Capital 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2025, Nektar Therapeutics (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Increase in Authorized Shares Amendment”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), from 300,000,000 shares to 390,000,000 shares. The Increase in Authorized Shares Amendment was previously approved by the Company’s stockholders at the Annual Meeting of Stockholders held on May 23, 2025 and became effective upon its filing.
A copy of the Increase in Authorized Shares Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
On June 6, 2025, the Company also filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Reverse Stock Split Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s Common Stock at a ratio of one-for-fifteen (the “Reverse Stock Split”). The Reverse Stock Split Amendment provides that the Reverse Stock Split will become effective as of 11:59 p.m. Eastern Time on June 8, 2025 (the “Effective Time”), at which time every fifteen shares of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time will be automatically combined into one share of Common Stock. No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, any fractional shares resulting from the Reverse Stock Split will be rounded up at the participant level with The Depository Trust Company, if such shares of Common Stock are held directly or rounded down to the nearest whole share of Common Stock, if such shares are subject to an award granted under the 2017 Amended and Restated Performance Incentive Plan.
Trading of the Company’s common stock on a split-adjusted basis will begin at market open on June 9, 2025 under the existing symbol “NKTR” and new CUSIP number 640268306. The Reverse Stock Split will not change the number of authorized shares of the Company’s Common Stock, which will remain at 390,000,000 shares following effect of the Increase in Authorized Shares Amendment.
A copy of the Reverse Stock Split Amendment is filed as Exhibit 3.2 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of the Company dated June 6, 2025. | |
| 3.2 | Certificate of Amendment to the Certificate of Incorporation of the Company dated June 6, 2025. | |
| 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: June 6, 2025 | By: | /s/ Mark A. Wilson |
| Mark A. Wilson | ||
| Chief Legal Officer and Secretary | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED CERTIFICATE OF INCORPORATION
OF
NEKTAR THERAPEUTICS
Nektar Therapeutics (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
FIRST: Effective upon the filing of this amendment to the Corporation’s Amended Certificate of Incorporation, as amended from time to time (the “Certificate of Incorporation”), the first paragraph of Article IV of the Certificate of Incorporation shall be deleted and replaced with the following paragraph:
“This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is four hundred million (400,000,000) shares. Three hundred and ninety million (390,000,000) shares shall be Common Stock, each having a par value of one-hundredth of one cent ($.0001). Ten million (10,000,000) shares shall be Preferred Stock, each having a par value of one-hundredth of one cent ($.0001).”
SECOND: The Board of Directors of the Corporation duly adopted resolutions approving this amendment to the Certificate of Incorporation, declaring said amendment to be advisable and providing for the consideration of such amendment at the annual meeting of stockholders of the Corporation.
THIRD: On May 23, 2025, the annual meeting of stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the DGCL, at which meeting the necessary number of shares required by statute were voted in favor of the amendment.
FOURTH: Said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of Incorporation has been executed as of this 6th day of June, 2025.
|
|
Nektar Therapeutics | |
| By: | /s/ Mark A. Wilson | |
| Name: | Mark A. Wilson | |
| Title: | Senior Vice President and Chief Legal Officer | |
Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO THE
AMENDED CERTIFICATE OF INCORPORATION
OF
NEKTAR THERAPEUTICS
Nektar Therapeutics (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
FIRST: This amendment to the Corporation’s Amended Certificate of Incorporation, as amended from time to time (the “Certificate of Incorporation”), shall become effective at 11:59 pm Eastern Time on June 8, 2025 (the “Effective Time”). As of the Effective Time, each fifteen (15) shares of common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”); provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up or down, as applicable, to the nearest whole number.
SECOND: The Board of Directors of the Corporation duly adopted resolutions approving this amendment to the Certificate of Incorporation, declaring said amendment to be advisable and providing for the consideration of such amendment at the annual meeting of stockholders of the Corporation.
THIRD: On May 23, 2025, the annual meeting of stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the DGCL, at which meeting the necessary number of shares required by statute were voted in favor of the amendment.
FOURTH: Said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of Incorporation has been executed as of this 6th day of June, 2025.
| Nektar Therapeutics | ||
| By: | /s/ Mark A. Wilson | |
| Name: | Mark A. Wilson | |
| Title: | Senior Vice President and Chief Legal Officer | |