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EX-99.1 - NEKTAR THERAPEUTICS | v208423_ex99-1.htm |
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): January 19, 2011
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
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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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)
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
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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 8.01
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Other
Events.
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On January 19, 2011, Nektar Therapeutics, a Delaware corporation (“Nektar”),
issued a press
release announcing the
pricing of a firm commitment underwritten public offering of 19,000,000 shares of common stock. In
addition, Nektar has granted the underwriter a 30-day option to purchase up to
2,850,000 additional shares of common stock to cover
overallotments. A copy of the press release is furnished herewith as
Exhibit 99.1 to this Current Report.
The
offering is expected to close on or about January 24, 2011, subject to customary
closing conditions. A registration statement relating to the shares
described above was filed with, and deemed effective by, the Securities and
Exchange Commission on January 18, 2011. A prospectus supplement
relating to the offering will be filed with the Securities and Exchange
Commission.
Jefferies
& Company, Inc. is acting as sole book-running manager in this public
offering.
Safe
Harbor Statement
This
Current Report on Form 8-K contains forward-looking statements, including
statements related to the public offering of shares of common stock by Nektar
and the completion of the public offering that involve risks and
uncertainties. These forward-looking statements are based upon
Nektar’s current expectations. Actual results and the timing of
events could differ materially from those anticipated in such forward-looking
statements as a result of risks and uncertainties, which include, without
limitation, risks and uncertainties associated with market conditions and the
satisfaction of customary closing conditions related to the proposed offering
and other risks detailed in Nektar’s filings with the SEC. You are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this Current Report on Form 8-K. All
forward-looking statements are qualified in their entirety by this cautionary
statement, and Nektar undertakes no obligation to revise or update any
forward-looking statements to reflect events or circumstances after the date of
this Current Report on Form 8-K.
Item 9.01
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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 Prices Public Offering of Common Stock” issued by Nektar Therapeutics
on January 19, 2011.
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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.
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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January
19, 2011
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EXHIBIT
INDEX
Exhibit
No.
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Description
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99.1
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Press release titled
“Nektar Therapeutics Prices Public Offering of Common Stock” issued by Nektar Therapeutics
on January 19, 2011.
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