Nektar prices upsized $325M stock offering
Nektar Therapeutics is raising new equity capital through an upsized underwritten public offering of 3,532,609 shares of common stock at $92.00 per share, with underwriters exercising a 30-day option for an additional 529,891 shares in full.
Rhea-AI Filing Summary
Nektar Therapeutics is raising new equity capital through an upsized underwritten public offering of 3,532,609 shares of common stock at $92.00 per share, with underwriters exercising a 30-day option for an additional 529,891 shares in full.
The company expects gross proceeds of about $325 million and estimates net proceeds of approximately $350.9 million after underwriting discounts and expenses. All shares are being sold by Nektar, and the deal is expected to close on April 23, 2026, subject to customary conditions.
Nektar plans to use the net proceeds for general corporate purposes, including research and development, clinical development such as Phase 3 trials for its lead candidate rezpegaldesleukin in atopic dermatitis and alopecia areata, and manufacturing costs to advance its drug pipeline.
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Insights
Nektar secures a large equity raise to fund late-stage pipeline work.
Nektar Therapeutics priced an upsized underwritten offering totaling 3,532,609 shares at $92.00 per share, with underwriters fully exercising a 529,891-share option. Gross proceeds are expected to be about $325 million, and Nektar estimates net proceeds of roughly $350.9 million.
The transaction channels all proceeds to the company, providing substantial funding for research and clinical development, including Phase 3 trials of rezpegaldesleukin in atopic dermatitis and alopecia areata. For a clinical-stage biotech, this kind of raise can extend cash runway for key programs.
Nektar states it will also use funds for manufacturing costs and other general corporate purposes. Actual impact on shareholder value will depend on how efficiently this capital supports trial execution and future data readouts, which are not detailed in the excerpt.
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
shelf registration statement regulatory
Phase 3 trials medical
regulatory T cell stimulator medical
forward-looking statements regulatory
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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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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 April 21, 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 3,532,609 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 $92.00 per Firm Share, less underwriting discounts and commissions. The Company also granted the Underwriters a 30-day option to purchase up to an additional 529,891 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 April 22, 2026. All of the Shares in the Offering are being sold by the Company. The offering is expected to close on April 23, 2026, subject to customary closing conditions.
The Company estimates that the net proceeds from the Offering will be approximately $350.9 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 April 21, 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, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement, and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion of Goodwin Procter LLP relating to the issuance and sale of the 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 April 21, 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 April 21, 2026, between Nektar Therapeutics and Jefferies LLC, TD Securities (USA) LLC, and Piper Sandler & Co. as representatives of the several underwriters named therein. | |
| 5.1 | Opinion of Goodwin Procter LLP. | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release dated April 21, 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: April 23, 2026 | By: | /s/ Elizabeth Zhang | ||||
| Elizabeth Zhang | ||||||
| Vice President, Legal | ||||||
Exhibit 99.1
Nektar Therapeutics Announces Pricing of Upsized $325 Million Public Offering
SAN FRANCISCO, April 21, 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 $325 million of shares of its common stock. Nektar is selling 3,532,609 shares of common stock at a public offering price of $92.00 per share. The gross proceeds to Nektar from the offering are expected to be approximately $325 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 529,891 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 April 23, 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 in atopic dermatitis and alopecia areata) 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. Citigroup is also acting as a bookrunner 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; 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; or Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146).
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 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 most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2026 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:
Susan Roberts
LifeSci Communications
202-779-0929
sroberts@lifescicomms.com