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): May 5, 2010
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-24006
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94-3134940
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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201
Industrial Road
San
Carlos, California 94070
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (650) 631-3100
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:
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02 Results
of Operations and Financial Condition
On May 5, 2010, Nektar Therapeutics, a Delaware corporation (“Nektar”),
issued a press release (the “Press Release”) announcing its financial results for the quarter ended
March 31, 2010. A copy of the Press Release is furnished
herewith as Exhibit 99.1.
On April 28, 2010, Nektar
announced that management would hold a conference call on May 5, 2010 to review
its financial results for the
quarter ended March 31, 2010. On this conference call,
management expects to make certain forward-looking statements regarding
pre-clinical and clinical development results and progress for certain of
Nektar’s proprietary drug development programs, the value of Nektar’s advanced
polymer chemistry technology platform, the timing and availability of future
clinical development program results, the commercial potential of drug
candidates in development, potential future revenues that may be realized in the
future under one or more of the Nektar’s collaboration agreements, and
management’s financial guidance for 2010. These forward-looking
statements involve substantial risks and uncertainties including but not limited
to: (i) Nektar’s proprietary drug candidates, including NKTR-118, NKTR-102 and
NKTR-105, are in early to mid-stage clinical development and the risk of failure
remains high and can unexpectedly occur at any stage prior to regulatory
approval due to lack of efficacy, safety issues or other factors; (ii) the
preliminary Phase 2 results for NKTR-102 in ovarian cancer patients in stage 1
announced by Nektar in the quarter ending March 31, 2010, represent preliminary
data only and this data remains subject to final data gathering and analysis
review procedures; (iii) the preliminary results from stage 1 of the NKTR-102
clinical study for ovarian cancer are not necessarily indicative or predictive
of the future results from stage 2 of this clinical study or the results of
NKTR-102 in any of other cancer indications for which it is currently being
studied (i.e. breast and colorectal cancers); (iv) the amount and timing of
future payments that may become payable to Nektar under the license agreement
with AstraZeneca for NKTR-118 and NKTR-119 is subject to a number of
development, regulatory and commercial risks such as the risk of failure to
obtain regulatory approval for NKTR-118 and/or NKTR-119 based on
safety, efficacy or other issues, the risk of a lack of government or private
insurance reimbursement limiting commercial potential, the risk of competition
from alternative competing therapies, and other important risks and
uncertainties described or incorporated by reference herein; (v) the timing or
success of the commencement or end of clinical trials and commercial launch of
new drugs may be delayed or unsuccessful due to regulatory delays, clinical
trial design, slower than anticipated patient enrollment, drug manufacturing
challenges, changing standards of care, clinical outcomes, or delay or failure
in obtaining regulatory approval in one or more important
markets; (vi) scientific discovery of new medical breakthroughs is an
inherently uncertain process and the future success of the application of
Nektar’s technology platforms to potential new drug candidates is therefore very
uncertain and unpredictable and one or more research and development programs
could fail; (vii) management’s financial projections for the Nektar’s 2010
annual revenue and year-end cash position are subject to the significant risk of
unplanned revenue short-falls and unplanned expenses, which could adversely
affect Nektar’s actual 2010 annual financial results and end of year cash
position; (viii) Nektar’s patent applications for its proprietary or partner
product candidates may not issue, patents that have issued may not be
enforceable, or intellectual property licenses from third parties may be
required in the future; (ix) the outcome of any existing or future intellectual
property or other litigation related to Nektar’s proprietary product candidates
or partner product candidates where Nektar has indemnification responsibility;
(x) the market sizes for Nektar’s proprietary and partnered product programs are
based on management’s current estimates only and actual market sizes may differ
materially and adversely; (xi) if Nektar is unable to establish and maintain
collaboration partnerships (such as for NKTR-102 in 2010) on attractive
commercial terms, our business, results of operations and financial condition
could suffer; (xii) the timing of any new collaboration partnerships is
difficult to predict due to availability of clinical data, the number of
potential partners that need to complete due diligence and approval processes,
and numerous other unpredictable factors that can delay, impede or prevent
partnering transactions; and (xiii) certain other important risks and
uncertainties set forth in Nektar’s Annual Report on Form 10-K for the year
ended December 31, 2009. Actual results could differ materially from
the forward-looking statements made by management during the conference call and
in the press release attached as Exhibit 99.1 hereto. Nektar
undertakes no obligation to update forward-looking statements, whether as a
result of new information, future events or otherwise
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 or Sections 11 and 12(a)(2) of the
Securities Act of 1933, as amended. 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 Therapeutics,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
Item 9.01 Financial Statements and
Exhibits
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Exhibit
No.
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Description
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99.1
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Press release titled
“Nektar Therapeutics Reports First Quarter 2010 Financial
Results” issued by Nektar Therapeutics
on May 5, 2010.
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SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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By:
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/s/
Gil M. Labrucherie
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Gil
M. Labrucherie
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General
Counsel and Secretary
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Date:
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May
5,
2010
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press release titled
“Nektar Therapeutics Reports First Quarter 2010 Financial
Results” issued by Nektar Therapeutics
on May 5, 2010.
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