Item 1.01 Entry into a Material Definitive Agreement.
On October 18, 2016, Nektar Therapeutics, a Delaware corporation ("Nektar"),
entered into an underwriting agreement (the "Underwriting Agreement") with J.P.
Morgan Securities LLC ("J.P. Morgan"), as representative of the several
underwriters named therein (the "Underwriters"), relating to the issuance and
sale of 13,000,000 shares (the "Firm Shares") of common stock, par value $0.0001
per share, of Nektar. The price to the public in this offering is $13.50 per
share, and the Underwriters agreed to purchase the Firm Shares from Nektar
pursuant to the Underwriting Agreement at a price of $12.69 per share.
In addition, under the terms of the Underwriting Agreement, Nektar granted the
Underwriters an option, exercisable for 30 days after October 18, 2016, to
purchase up to 1,950,000 additional shares of common stock (the "Additional
Shares" and collectively with the Firm Shares, the "Shares") at a price of
$12.69 per share.
The net proceeds to Nektar from the issuance and sale of the Firm Shares are
expected to be approximately $164.4 million, after deducting underwriting
discounts and commissions and other estimated offering expenses payable by
The offering is expected to close on or about October 24, 2016, subject to
customary closing conditions set forth in the Underwriting Agreement. J.P.
Morgan is acting as the lead book-running manager. Jefferies LLC and Piper
Jaffray & Co. are acting as book-running managers. William Blair & Company,
L.L.C. is acting as lead manager for the offering, and Brean Capital, BTIG, LLC,
Janney Montgomery Scott, Ladenburg Thalmann & Co. Inc. and Roth Capital
Partners, LLC are acting as co-managers for the offering. The offering is being
made pursuant to the effective registration statement on Form S-3ASR (File No.
333-193454) filed by Nektar with the Securities and Exchange Commission on
January 21, 2014 and a prospectus supplement dated October 18, 2016 thereunder.
The Underwriting Agreement contains customary representations, warranties and
covenants of Nektar, customary conditions to closing, indemnification
obligations of Nektar and the Underwriters (including for liabilities under the
Securities Act of 1933, as amended) and termination and other provisions
customary for transactions of this nature. The representations, warranties and
covenants of Nektar contained in the Underwriting Agreement were made only for
purposes of such agreement and as of specific dates, are solely for the benefit
of the parties to such agreement and may be subject to limitations agreed upon
by the contracting parties. Investors are not third-party beneficiaries under
the Underwriting Agreement and should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or conditions of Nektar.
The foregoing summary of the Underwriting Agreement is qualified in its entirety
by reference to the Underwriting Agreement, a copy of which is filed herewith as
Exhibit 1.1 to this Current Report on Form 8-K. A copy of the opinion of Sidley
Austin LLP relating to the legality of the issuance and sale of the Shares in
the offering is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement dated as of October 18, 2016
5.1 Opinion of Sidley Austin LLP
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1)
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