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 6, 2009
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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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
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Results
of Operations and Financial
Condition
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On May 6,
2009, Nektar Therapeutics issued a press release (the “Press Release”)
announcing its financial results for the first quarter ended March 31,
2009. A copy of the Press Release is furnished herewith as
Exhibit 99.1.
On April
29, 2009, the company announced that management would hold a conference call on
May 6, 2009 to review its financial results for the quarter ended March 31, 2009
and provide an update on the company’s business. On this conference
call, management expects to make certain forward-looking statements regarding
certain pre-clinical and clinical development results and progress for certain
of the company’s proprietary drug development programs, the value of the
company’s technology platform, and management’s financial guidance for
2009. These forward-looking statements involve substantial risks and
uncertainties including but not limited to: (i) the company’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-118 presented by management on the conference call remain subject to
change based on completion of the final data gathering and analysis; (iii) 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; (iv) scientific discovery of new medical breakthroughs is an
inherently uncertain process and the future success of the application of the
company’s technology platforms to potential new drug candidates is therefore
very uncertain and unpredictable; (v) clinical trials are long, expensive and
uncertain processes and the risk of failure of any drug candidate that is in
clinical development and prior to regulatory approval remains high and can occur
at any stage due to efficacy, safety or other factors; (vi) management’s
financial projections for the company’s 2009 annual revenue, cash used in
operations and year-end cash position are subject to the significant risk of
unplanned revenue short-falls and unplanned expenses, which could adversely
affect the company’s actual 2009 annual financial results and end of year cash
position; (vii) the company’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; (viii) the outcome of any existing or future
intellectual property or other litigation related to the company’s proprietary
product candidates; (ix) the market sizes and revenue potential of the company’s
proprietary and partnered product programs are management’s current estimates
only and actual market sizes may differ materially; (x) the overall market size
for the partnered product programs and revenue and profit contribution potential
to the company will depend upon successful sales and marketing efforts by our
partners, competition from competing therapies (if any), government and private
insurance reimbursement, changing standards of care, commercial product profile
and final product pricing; (xi) if the company is unable to establish and
maintain collaboration partnerships on attractive commercial terms, our
business, results of operations and financial condition could suffer; and (xii)
certain other important risks and uncertainties set forth in the company’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 6, 2009 and the company’s most recent Quarterly Report on Form 10-Q to be
filed on or about May 8, 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. The
company 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.
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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 Reports
First Quarter 2009 Financial Results” issued on May 6,
2009.
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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
6, 2009
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