XML 22 R16.htm IDEA: XBRL DOCUMENT v3.25.2
Stockholders" Equity
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders' Equity

Note 6 — Stockholders’ Equity

On June 6, 2025, we filed a Certificate of Amendment to the Certificate of Incorporation, or the Increase in Shares Amendment, to increase the number of authorized shares of the Company’s common stock from 300,000,000 shares to 390,000,000 shares. The increase in authorized shares amendment was previously approved by our stockholders at the Annual Meeting of Stockholders held on May 23, 2025 and became effective upon its filing.

On June 6, 2025, we also filed a Certificate of Amendment to Nektar’s Certificate of Incorporation (the Reverse Stock Split Amendment) to effect a reverse stock split of our common stock at a ratio of one-for-fifteen (the Reverse Stock Split). The Reverse Stock Split Amendment became effective as of 11:59 p.m. Eastern Time on June 8, 2025 (the “Effective Time”), at which time every fifteen shares of our common stock issued and outstanding immediately prior to the Effective Time were combined into one share of common stock. No fractional shares of our common stock were issued as a result of the Reverse Stock Split. Instead, any fractional shares resulting from the Reverse Stock Split were rounded up at the participant level if such shares of our common stock (including shares subject to issuance upon exercise of the pre-funded warrant) were held directly or rounded down to the nearest whole share of our common stock, if such shares were subject to an award granted under the 2017 Amended and Restated Performance Incentive Plan. Upon effectiveness of the Reverse Stock Split, the number of shares of common stock for

which each outstanding option and pre-funded warrant to purchase common stock is exercisable was adjusted, and the exercise price of each outstanding option and pre-funded warrant to purchase common stock was adjusted. The Reverse Stock Split did not change the par value per share or the authorized number of shares of common stock and preferred stock. As a result of the Reverse Stock Split, we have retrospectively recast prior periods for shares of our common stock, including those issued, outstanding and treasury stock, weighted-average shares outstanding and loss per share.

On May 23, 2025, our shareholders approved an amendment to the Amended and Restated 2017 Performance Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance thereunder by 6,000,000 shares, which were subsequently adjusted to 400,000 shares due to the effect of the Reverse Stock Split.

As a result of the Reverse Stock Split, shares reserved for issuance under our employee stock plans are as follows:

 

 

December 31, 2024

 

 

June 30, 2025

 

Stock options outstanding

 

 

2,203,927

 

 

 

2,161,686

 

Weighted average exercise price

 

$

83.73

 

 

$

80.29

 

RSUs outstanding

 

 

101,524

 

 

 

55,643

 

Shares available for future grant under the 2017 Performance Incentive Plan(1)

 

 

551,727

 

 

 

569,149

 

Shares available for issuance under the employee stock purchase plan

 

 

47,383

 

 

 

46,650

 

Total shares reserved for issuance under our employee stock plans

 

 

2,904,561

 

 

 

2,833,128

 

 

(1)
Balances exclude 400,000 shares approved by shareholders during the May 2025 shareholder meeting as the registration statement for these shares had not been filed as of June 30, 2025.

Prefunded Warrant

In March 2024, we issued a pre-funded warrant to purchase an aggregate of 1,666,667 shares of our common stock to TCG Crossover Fund II, L.P. (TCG) at a price of $18.00 per share for gross proceeds of $30.0 million. Transaction costs were immaterial. The pre-funded warrant had an exercise price of $0.0015 per share and was exercisable at any time after the original issuance date. TCG could not exercise the warrant if TCG, together with its affiliates, would beneficially own more than 9.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise. TCG could increase or decrease this percentage not in excess of 19.99% by providing at least 61 days prior notice to the Company. On May 28, 2024, we filed with the SEC a registration statement on Form S-3 (file no. 333-279760) registering for resale of up to 1,666,667 shares of our common stock issuable upon exercise of the pre-funded warrant. The registration statement became effective on June 5, 2024. As of June 30, 2025, the warrant had not been exercised.

We classified the pre-funded warrant as a component of permanent equity in our Condensed Consolidated Balance Sheets as it is a freestanding financial instrument that was immediately exercisable, does not embody an obligation for the Company to repurchase its own shares and permits the holder to receive a fixed number of shares of common stock upon exercise. All of the shares underlying the pre-funded warrant have been included in the weighted-average number of shares of common stock used to calculate net loss per share attributable to common stockholders because the shares may be issued for little or no consideration, are fully vested and are exercisable after the original issuance date of the pre-funded warrant.

On July 1, and July 11, 2025, TCG exercised the pre-funded warrant to purchase 780,000 and 886,667 shares of common stock, respectively. Exercise proceeds are immaterial. As a result of these exercises, no shares remain issuable under the warrant. Additionally, after exercising the pre-funded warrant, TCG’s beneficial ownership remained under the 9.99% threshold of the warrant terms, and therefore TCG was not required to provide additional notice prior to exercise.

Secondary Offering

On July 2, 2025, pursuant to the Shelf Registration Statement, we completed the sale and issuance of 4,893,618 shares of our common stock in an underwritten public offering (the 2025 Offering) at a price of $23.50 per share, which included 638,298 shares sold upon exercise in full by the underwriters of their option to purchase additional shares of common stock in the 2025 Offering. The net proceeds to the Company from the 2025 Offering totaled approximately $107.5 million, after deducting underwriting discounts and commissions of approximately $6.9 million and other offering costs of approximately $0.6 million.

The 2025 Offering was underwritten by Jefferies LLC, pursuant to an underwriting agreement that Nektar and Jefferies LLC had entered into on June 30, 2025.

In connection with the 2025 Offering, we re-issued all 552,307 shares held in treasury stock as of June 30, 2025.

Common Stock Data

The table below reports common share data as of December 31, 2024, June 30, 2025 and July 15, 2025, reflecting the effects of the Reverse Stock Split as of each date, and, for July 15, 2025, reflecting the settlement of the 2025 Offering and TCG’s exercises of its warrants.

 

 

December 31, 2024

 

 

June 30, 2025

 

 

July 15, 2025

 

Common shares authorized for issuance

 

 

300,000,000

 

 

 

390,000,000

 

 

 

390,000,000

 

Common shares issued

 

 

12,937,308

 

 

 

13,009,559

 

 

 

19,018,573

 

Common shares outstanding

 

 

12,385,001

 

 

 

12,457,252

 

 

 

19,018,573

 

Treasury shares outstanding

 

 

552,307

 

 

 

552,307

 

 

 

-

 

Shares reserved for pre-funded warrant

 

 

1,666,667

 

 

 

1,666,667

 

 

 

-