Nektar prices $400M stock and warrant offering
Nektar Therapeutics is raising new capital through an upsized underwritten public offering of common stock and pre-funded warrants.
Rhea-AI Filing Summary
Nektar Therapeutics is raising new capital through an upsized underwritten public offering of common stock and pre-funded warrants. The company agreed to sell 6,603,449 common shares at $58.00 each and 293,103 pre-funded warrants at $57.9999 each, with underwriters also exercising a 30-day option to buy an additional 1,034,482 common shares at the public price, all before underwriting discounts and commissions.
The transaction is expected to generate gross proceeds of about $400 million and is scheduled to close on February 13, 2026, subject to customary conditions. Nektar plans to use the net proceeds for general corporate purposes, including research and development, Phase 3 trials for rezpegaldesleukin, clinical development, and manufacturing costs to advance its drug pipeline.
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Insights
Nektar secures a sizable $400 million equity financing to fund late-stage pipeline work.
Nektar Therapeutics entered an underwriting agreement for an upsized public offering of common stock and pre-funded warrants, with underwriters exercising the full option for additional shares. The deal is expected to provide about $400 million in gross proceeds, all sold by the company.
For a clinical-stage biotech, this level of primary issuance meaningfully extends funding for trials and manufacturing. The company explicitly highlights use of proceeds for research and development, including Phase 3 trials for rezpegaldesleukin, and other general corporate needs tied to advancing its drug candidates.
The impact on shareholders will depend on how effectively this new capital is translated into clinical progress. Future company filings covering development milestones for rezpegaldesleukin and other programs will show how the proceeds support trial execution and potential value creation.
8-K Event Classification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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) |
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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 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 | Underwriting Agreement, dated February 11, 2026, between Nektar Therapeutics and Jefferies LLC, TD Securities (USA) LLC, and Piper Sandler & Co. as representatives of the several underwriters named therein. |
| 4.1 | Form of Pre-Funded Warrant. |
| 5.1 | Opinion of Goodwin Procter LLP. |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
| 99.1 | Press Release dated February 11, 2026. |
| 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 | ||||||
Exhibit 99.1
Nektar Therapeutics Announces Pricing of Upsized $400 Million Public Offering
SAN FRANCISCO, February 11, 2026 /PRNewswire/ — Nektar Therapeutics (Nasdaq: NKTR), a clinical-stage biotechnology company focused on the development of innovative medicines in the field of immunotherapy, today announced the pricing of its upsized underwritten public offering of $400 million of shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants. Nektar is selling 6,603,449 shares of common stock and 293,103 pre-funded warrants in the offering. The shares of common stock are being sold at a public offering price of $58.00 per share and the pre-funded warrants to purchase are being sold at a public offering price of $57.9999 per pre-funded warrant, which represents the per share public offering price of each share of common stock less the $0.0001 per share exercise price of each pre-funded warrant. The gross proceeds to Nektar from the offering are expected to be approximately $400 million, before deducting underwriting discounts and commissions and estimated offering expenses. In addition, Nektar has granted the underwriters a 30-day option to purchase up to an additional 1,034,482 shares of its common stock at the public offering price per share, less underwriting discounts and commissions. All of the securities being sold in this offering are being offered by Nektar. The offering is expected to close on February 13, 2026, subject to the satisfaction of customary conditions.
Nektar intends to use the net proceeds from the offering for general corporate purposes, which may include research and development, clinical development (including Phase 3 trials for rezpegaldesleukin) and manufacturing costs to support the advancement of its drug candidates, as well as other general corporate purposes.
Jefferies, TD Cowen, and Piper Sandler are acting as joint bookrunning managers for the offering. Oppenheimer & Co. and H.C. Wainwright & Co. are acting as lead managers and B. Riley Securities is acting as manager for the offering.
The securities described above are being offered pursuant to a shelf registration statement on Form S-3ASR (No. 333-291466) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2025 and automatically became effective upon filing. This offering is being made only by means of a prospectus supplement and an accompanying prospectus that form a part of the registration statement.
A final prospectus supplement related to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and an accompanying prospectus related to the offering may also be obtained, when available, from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; or Piper Sandler & Co., 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, Attention: Prospectus Department, by telephone at (800) 747-3924, or by email at prospectus@psc.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.
About Nektar Therapeutics
Nektar Therapeutics is a clinical-stage biotechnology company focused on developing treatments that address the underlying immunological dysfunction in autoimmune and chronic inflammatory diseases. Nektar’s lead product candidate, rezpegaldesleukin (REZPEG, or NKTR-358), is a novel, first-in-class regulatory T cell stimulator being evaluated in one Phase 2b clinical trial in atopic dermatitis, one Phase 2b clinical trial in alopecia areata, and in one Phase 2 clinical trial in Type 1 diabetes mellitus. Nektar’s pipeline also includes a preclinical bivalent tumor necrosis factor receptor type II (TNFR2) antibody and bispecific programs, NKTR-0165 and NKTR-0166, and a modified hematopoietic colony stimulating factor (CSF) protein, NKTR-422. Nektar, together with various partners, is also evaluating NKTR-255, an investigational IL-15 receptor agonist designed to boost the immune system’s natural ability to fight cancer, in several ongoing clinical trials.
Nektar is headquartered in San Francisco, California.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as: “will,” “expect,” “develop,” “potential,” “plan,” and similar references to future periods. Examples of forward-looking statements include, among others, statements regarding expected gross proceeds from the offering, the anticipated use of proceeds from the offering and completion and timing of the public offering. Nektar intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Nektar’s current beliefs, expectations, and assumptions. 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 the control of Nektar. The 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 the actual results to differ materially from those indicated in the forward-looking statements include, among others, the risks and uncertainties set forth in Nektar’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025 as well as the risks identified in the registration statement and the preliminary prospectus supplement relating to the offering. Any forward-looking statement made by Nektar in this press release is based only on information currently available to Nektar and speaks only as of the date on which it is made. Nektar undertakes 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.
For Investors:
Vivian Wu
628-895-0661
VWu@nektar.com
Corey Davis, Ph.D.
LifeSci Advisors
212-915-2577
cdavis@lifesciadvisors.com
For Media:
Jonathan Pappas
LifeSci Communications
857-205-4403
jpappas@lifescicomms.com