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:
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).
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. ☐
On
March 12, 2026, Nektar Therapeutics, a Delaware corporation (“Nektar”), issued a press release (the “Press Release”)
announcing its financial results for the quarter ended December 31, 2025. 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.
(d) Exhibits.
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.
Exhibit 99.1

Nektar Therapeutics Reports Fourth Quarter and
Full Year 2025 Financial Results
SAN FRANCISCO, Mar 12, 2026 /PRNewswire/ -- Nektar Therapeutics (Nasdaq:
NKTR) today reported financial results for the fourth quarter ended December 31, 2025.
Cash and investments in marketable securities on December 31, 2025
were $245.8 million as compared to $269.1 million on December 31, 2024. Cash and investments at December 31, 2025 excludes net proceeds
of approximately $432 million from the $460 million secondary offering completed by the Company in February 2026, and also excludes
net proceeds of $44 million from sales of shares in February and March 2026 under the Company’s existing $110 million at-the-market
offering facility that was established in November 2025.
“2025 was a pivotal year for Nektar as we saw successful and
transformative Phase 2 data readouts for rezpegaldesleukin,” said Howard W. Robin, President and CEO of Nektar. “The data
highlighted the promise and differentiation of our novel Treg mechanism in two inflammatory dermatological disease settings of atopic
dermatitis and alopecia areata. In early 2026, we reported the 52-week treatment data for rezpegaldesleukin. These data provide hope that
complete clearance of disease could be possible for patients with monthly and quarterly maintenance dosing of rezpegaldesleukin. With
our strengthened financial position following the recent financing, we look forward to initiating our Phase 3 program in atopic dermatitis
in June of this year, while we continue to advance our earlier TNFR2 agonist antibody and bispecific program toward the clinic.”
Summary of Financial Results
Revenue in the fourth
quarter of 2025 was $21.8 million as compared to $29.2 million in the fourth quarter of 2024. Revenue for the full year of 2025 was $55.2
million compared to $98.4 million in 2024. Revenue primarily decreased year over year because we no longer recognize product sales due
to the December 2024 sale of the Huntsville manufacturing facility, as well as a decrease in non-cash royalty revenue.
Total operating costs and expenses in the
fourth quarter of 2025 were $49.5 million as compared to $14.8 million in the fourth quarter of 2024. Total operating costs and expenses
for 2025 were $195.3 million compared to $203.6 million in 2024. In the fourth quarter of 2024, we recorded a one-time
$40.4 million gain from the sale of the Huntsville manufacturing facility. Excluding this gain, operating expenses for the fourth quarter
and full year of 2025 decreased due to the elimination of cost of goods sold following the sale of the Huntsville manufacturing facility.
R&D expense in the fourth quarter of
2025 was $29.7 million as compared to $28.7 million for the fourth quarter of 2024. For the full year of 2025, R&D expense was $117.3
million compared to $120.9 million in 2024. R&D expense decreased for full year of 2025 primarily due to a decrease in expense for
the development of NKTR-255, partially offset by an increase in expense for the development of rezpegaldesleukin.
G&A expense was $11.2 million in the
fourth quarter of 2025 as compared to $17.1 million in the fourth quarter of 2024. G&A expense was $68.7 million for 2025
compared to $76.8 million in 2024. G&A expense decreased for both the fourth quarter and the full year of 2025 due to decreases
in facilities and stock-based compensation expenses.
Non-cash restructuring and impairment charges
were $8.6 million in the fourth quarter of 2025 and $9.3 million for the full year of 2025, as compared to $1.4 million in the fourth
quarter of 2024 and $15.7 million in the full year of 2024. These non-cash charges are related to the declining San Francisco commercial
real estate market and real estate lease obligations held by Nektar.
In the first quarter of 2025, we began accounting
for our investment in the new portfolio company, Gannet BioChem, under the equity method of accounting which calculates our gain or loss
based on the change in our share of Gannet BioChem’s equity each quarter. This resulted in non-cash losses from the equity method
investment of $1.3 million in the fourth quarter of 2025 and $8.7 million for the full year of 2025.
Net loss for the fourth quarter of 2025 was
$36.1 million or $1.78 basic and diluted net loss per share as compared to net income of $7.3 million or $0.521 basic and
diluted earnings per share in the fourth quarter of 2024. Net loss for 2025 was $164.1 million or $9.73 basic and diluted
loss per share compared to a net loss of $119.0 million or $8.681 basic and diluted net loss per share
in 2024. Excluding the $8.7 million non-cash loss from our equity method investment in Gannet BioChem, and the $9.3 million restructuring
and impairment charges, net loss, on a non-GAAP basis, for the full year of 2025 was $146.0 million or $8.66 basic and diluted net loss
per share.
Recent Business Highlights
| ● | In February 2026, Nektar
established a Research Collaboration with UCSF and Dr. Stephen Hauser for NKTR-0165, a tumor
necrosis factor receptor 2 (TNFR2) antibody, in multiple sclerosis. |
| ● | In
February 2026, Nektar announced the successful closing of a public offering of its common
stock, including the full exercise of underwriters’ option to purchase additional shares,
raising $460 million in gross proceeds. |
| ● | In February 2026, Nektar
presented new maintenance data from the REZOLVE-AD Phase 2b Study in atopic dermatitis, demonstrating
durable and new responses with rezpegaldesleukin across key disease measurements with both
monthly and quarterly dosing. |
| ● | In
December 2025, Nektar announced topline results from the 36-week induction treatment period
of the REZOLVE-AA Phase 2b Study, establishing proof-of-concept of rezpegaldesleukin in patients
with severe-to-very-severe alopecia areata. |
| ● | In November 2025, Nektar
presented a late-breaking oral abstract titled “Rezpegaldesleukin, Novel Treg-Inducing
Therapy, Demonstrates Efficacy in Atopic Dermatitis and Asthma in Phase 2b Trial” at
the American College of Allergy, Asthma and Immunology’s 2025 Annual Scientific Meeting
(ACAAI), highlighting statistically significant improvements across key efficacy endpoints
in atopic dermatitis and supportive findings in patients with comorbid asthma. |
| 1 | The per share amounts have been retrospectively adjusted to
reflect a one-for-fifteen reverse stock split completed on June 8, 2025. |
Upcoming Milestones
| ● | Data from the 36-week
treatment period of the REZOLVE-AA study in patients with alopecia areata were accepted for
a presentation in a late-breaking oral session at the American Academy of Dermatology (AAD)
2026 Annual Meeting to be held March 27-31, 2026, in Denver, CO. |
| ● | Topline data to be reported
from the blinded 16-week treatment extension period in the Phase 2b REZOLVE-AA study of rezpegaldesleukin
in alopecia areata in April 2026. (The Company will enter a quiet period beginning April
1, 2026 and continuing until the public announcement of these data.) |
| ● | Commencement of the Phase
3 studies for rezpegaldesleukin in patients with moderate-to-severe atopic dermatitis in
Q2 2026. |
| ● | Presentation of 36-week
maintenance data from the Phase 2b REZOLVE-AD study of rezpegaldesleukin in moderate-to-severe
atopic dermatitis at a medical conference in second half of 2026. |
| ● | Topline data to be reported
from the 24-week off-treatment period in REZOLVE-AA in Q4 2026. |
| ● | Topline data to be reported
from the 52-week off-treatment period in REZOLVE-AD in Q1 2027. |
| ● | Initial data from TrialNet-sponsored
Phase 2 study of rezpegaldesleukin in Stage 3 New Onset Type 1 Diabetes to be reported in
2027. |
| ● | Preclinical data presentation
from the NKTR-0165 (TNFR2 agonist antibody) program to be presented at a scientific conference
in second half of 2026. |
Conference Call to
Discuss Fourth Quarter 2025 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 on March 12, 2026.
This press release and 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 June 12, 2026.
To access the conference call
by phone, please pre-register at Nektar Earnings Call Registration. All registrants will receive dial-in information
and a PIN allowing them to access the live call.
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 two Phase 2b clinical trials, one in atopic dermatitis, one 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. For further
information, visit www.nektar.com and follow us on LinkedIn.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains forward-looking statements which can be
identified by words such as: “will,” “develop,” “potential,” “evaluate,” “target,”
“address,” “may,” “initiate” and similar references to future periods. Examples of forward-looking
statements include, among others, statements regarding the therapeutic potential of, and future development plans for, rezpegaldesleukin,
NKTR-0165, NKTR-0166, NKTR-422, and NKTR-255. 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-0165, NKTR-0166, NKTR-422 and NKTR-255 are based on preclinical and clinical findings and observations and
are subject to change as research and development continue; (ii) rezpegaldesleukin, NKTR-0165, NKTR-0166, NKTR-422 and NKTR-255 are investigational
agents and continued research and development for these drug candidates is subject to substantial risks, including negative safety and
efficacy findings in future clinical studies (notwithstanding positive findings in earlier preclinical and clinical studies); (iii) rezpegaldesleukin,
NKTR-0165, NKTR-0166, NKTR-422 and NKTR-255 are in clinical development and the risk of failure is high and can unexpectedly occur at
any stage prior to regulatory approval; (iv) data reported from ongoing clinical trials are necessarily interim data only and the final
results will change based on continuing observations; (v) 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; (vi) a Fast Track designation does
not increase the likelihood that rezpegaldesleukin will receive marketing approval in the United States; (vii) 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 (viii) 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, 2025. 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.
Contacts:
For Investors:
Vivian Wu
VWu@nektar.com
Corey Davis, Ph.D.
LifeSci Advisors, LLC
cdavis@lifesciadvisors.com
212-915-2577
For Media:
Jonathan Pappas
LifeSci Communications
857-205-4403
jpappas@lifescicomms.com
NEKTAR THERAPEUTICS
CONDENSED CONSOLIDATED
BALANCE SHEETS
(In thousands)
(Unaudited)
| |
December 31,
2025 | | |
December 31,
2024(1)(2) | |
| ASSETS | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 15,116 | | |
$ | 44,252 | |
| Short-term investments | |
| 230,636 | | |
| 210,974 | |
| Other current assets | |
| 20,514 | | |
| 6,066 | |
| Total current assets | |
| 266,266 | | |
| 261,292 | |
| | |
| | | |
| | |
| Long-term investments | |
| - | | |
| 13,869 | |
| Property and equipment, net | |
| 2,060 | | |
| 3,411 | |
| Operating lease right-of-use assets | |
| 2,941 | | |
| 8,413 | |
| Equity method investment in Gannet BioChem | |
| 3,491 | | |
| 12,218 | |
| Other assets | |
| 5,648 | | |
| 4,647 | |
| Total assets | |
$ | 280,406 | | |
$ | 303,850 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
| 10,770 | | |
| 11,560 | |
| Accrued expenses | |
| 22,271 | | |
| 29,972 | |
| Operating lease liabilities, current portion | |
| 20,495 | | |
| 19,868 | |
| Total current liabilities | |
| 53,536 | | |
| 61,400 | |
| | |
| | | |
| | |
| Operating lease liabilities, less current portion | |
| 65,256 | | |
| 82,696 | |
| Liabilities related to the sales of future royalties, net | |
| 63,157 | | |
| 91,776 | |
| Other long-term liabilities | |
| 8,625 | | |
| 7,241 | |
| Total liabilities | |
| 190,574 | | |
| 243,113 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock | |
| - | | |
| - | |
| Common stock | |
| 2 | | |
| 1 | |
| Capital in excess of par value | |
| 3,850,099 | | |
| 3,659,885 | |
| Treasury stock | |
| - | | |
| (3,000 | ) |
| Accumulated other comprehensive income (loss) | |
| 17 | | |
| 61 | |
| Accumulated deficit | |
| (3,760,286 | ) | |
| (3,596,210 | ) |
| Total stockholders’ equity | |
| 89,832 | | |
| 60,737 | |
| Total liabilities and stockholders’ equity | |
$ | 280,406 | | |
$ | 303,850 | |
| (1) | The consolidated balance sheet at December 31, 2024 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. |
| (2) | All share and per share amounts have been retrospectively
adjusted to reflect a one-for-fifteen reverse stock split |
NEKTAR THERAPEUTICS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share information)
(Unaudited)
| | |
Three months ended
December 31, | | |
Twelve months ended
December 31, | |
| | |
2025 | | |
2024(2) | | |
2025 | | |
2024(2) | |
| | |
| | |
| | |
| | |
| |
| Revenue: | |
| | |
| | |
| | |
| |
| Product sales | |
$ | - | | |
$ | 12,874 | | |
$ | - | | |
$ | 33,563 | |
| Non-cash royalty revenue related to the sales of future royalties | |
| 21,807 | | |
| 16,238 | | |
| 54,932 | | |
| 64,267 | |
| License, collaboration and other revenue | |
| - | | |
| 63 | | |
| 300 | | |
| 597 | |
| Total revenue | |
| 21,807 | | |
| 29,175 | | |
| 55,232 | | |
| 98,427 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating costs and expenses: | |
| | | |
| | | |
| | | |
| | |
| Cost of goods sold | |
| - | | |
| 7,978 | | |
| - | | |
| 30,686 | |
| Research and development | |
| 29,712 | | |
| 28,744 | | |
| 117,330 | | |
| 120,908 | |
| General and administrative | |
| 11,185 | | |
| 17,135 | | |
| 68,673 | | |
| 76,751 | |
| Restructuring and impairment | |
| 8,575 | | |
| 1,360 | | |
| 9,331 | | |
| 15,670 | |
| Gain on sale of the Huntsville manufacturing facility | |
| - | | |
| (40,390 | ) | |
| - | | |
| (40,390 | ) |
| Total operating costs and expenses | |
| 49,472 | | |
| 14,827 | | |
| 195,334 | | |
| 203,625 | |
| Income/(Loss) from operations | |
| (27,665 | ) | |
| 14,348 | | |
| (140,102 | ) | |
| (105,198 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Non-operating income (expense): | |
| | | |
| | | |
| | | |
| | |
| Non-cash interest expense on liabilities related to the sales of future royalties | |
| (9,769 | ) | |
| (10,153 | ) | |
| (26,184 | ) | |
| (28,112 | ) |
| Interest income | |
| 2,776 | | |
| 2,942 | | |
| 10,438 | | |
| 14,500 | |
| Other income (expense), net | |
| (44 | ) | |
| (135 | ) | |
| 361 | | |
| (390 | ) |
| Total non-operating income (expense), net | |
| (7,037 | ) | |
| (7,346 | ) | |
| (15,385 | ) | |
| (14,002 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income/(Loss) before provision (benefit) for income taxes and equity method investment | |
| (34,702 | ) | |
| 7,002 | | |
| (155,487 | ) | |
| (119,200 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Provision (benefit) for income taxes | |
| 31 | | |
| (259 | ) | |
| (138 | ) | |
| (239 | ) |
| Income/(loss) before equity method investment | |
| (34,733 | ) | |
| 7,261 | | |
| (155,349 | ) | |
| (118,961 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from equity method investment | |
| (1,346 | ) | |
| - | | |
| (8,727 | ) | |
| - | |
| Net Income/(loss) | |
$ | (36,079 | ) | |
$ | 7,261 | | |
$ | (164,076 | ) | |
$ | (118,961 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted earnings/(net loss) per share | |
$ | (1.78 | ) | |
$ | 0.52 | | |
$ | (9.73 | ) | |
$ | (8.68 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding used in computing net loss per share | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 20,296,885 | | |
| 13,983,300 | | |
| 16,870,930 | | |
| 13,710,775 | |
| Diluted | |
| 20,296,885 | | |
| 14,043,048 | | |
| 16,870,930 | | |
| 13,710,775 | |
| (2) | All share and per share amounts have been retrospectively
adjusted to reflect a one-for-fifteen reverse stock split |