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Nektar Therapeutics sets up $150,000,000 at-the-market stock program

Tickers NKTR

Nektar will sell up to $150 million of stock through Guggenheim Securities and H.C. Wainwright at a 3.0% commission. The company used $208.5 million in operations in 2025, and its Phase 3 spending is set to rise.

Key facts

Company
Nektar Therapeutics (NASDAQ: NKTR)
News type
Financings
Primary source
Nektar Therapeutics 8-K (2026-05-08)
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Nektar Therapeutics (Nasdaq: NKTR) entered into an Equity Distribution Agreement on May 8, 2026 with Guggenheim Securities, LLC and H.C. Wainwright & Co., LLC. Under it, the company may sell common stock with an aggregate offering price of up to $150,000,000, with the two firms acting as sales agents. The shares are offered under an automatic shelf registration statement filed November 12, 2025. The prospectus supplement says the sales agents will be deemed "underwriters" under the Securities Act.

The sales agents are not required to sell any specific number or dollar amount of shares, and Nektar is not obligated to sell any. Either side may suspend or terminate the offering on notice. Nektar will pay each agent a commission of 3.0% of the gross sales price of shares it sells, reimburse specified expenses and provide customary indemnification and contribution rights.

Dilution at the current price

The prospectus supplement uses a last reported sale price of $85.09 per share on May 6, 2026. It assumes the sale of 1,762,839 shares at that price to reach the full $150,000,000. On that basis, the number of shares outstanding after the offering could rise to as many as 35,548,871.

The dilution section says that purchasers will suffer "immediate and substantial dilution." Nektar's net tangible book value was $576.2 million, or $19.55 per share, as of March 31, 2026. The supplement also warns that the company may sell more shares later at prices that may differ from this offering's price.

What the money is for

Nektar says it intends to use the net proceeds for general corporate purposes. Those purposes may include research and development, clinical development, including Phase 3 trials for rezpegaldesleukin in atopic dermatitis and alopecia areata, and manufacturing. The company may also use the money for acquisitions or investments in complementary businesses. Management will have broad discretion over how the money is spent, and the supplement says the company may not use it effectively.

The cash picture in the annual report

Nektar's annual report, filed March 13, 2026, shows a net loss of $164.1 million for 2025, up from $119.0 million for 2024. Cash used in operations was $208.5 million in 2025, against $175.7 million in 2024. Research and development expense fell to $117.3 million from $120.9 million, while general and administrative costs fell on lower facilities and stock compensation expense.

The $150,000,000 program is smaller than the $208.5 million of operating cash the company used in 2025. At the end of 2024, Nektar held $44.3 million in cash and cash equivalents and $211.0 million in short-term investments.

The report also expects research and development spending to increase significantly in 2026 as the company starts a Phase 3 program for rezpegaldesleukin in atopic dermatitis. Those trials follow Phase 2b studies, RESOLVE-AD and RESOLVE-AA, which the company has run. The company says its ability to fund development depends on securing additional capital through public or private securities offerings, royalty or fixed-rate financing, convertible or other debt, and strategic deals.

Non-dilutive hopes, counsel and the officer change

The annual report says Nektar has engaged with potential counterparties seeking non-dilutive financing and will keep pursuing non-dilutive sources of capital. It also says there can be no assurance that it will identify offerings on acceptable terms in amounts sufficient to meet its needs.

Separately, Nektar said in the 8-K that Sandra Gardiner would retire as interim chief financial officer effective May 15, 2026. Linda Rubinstein, a partner at FLG Partners, LLC, will serve as interim chief financial officer from that date.

Goodwin Procter LLP, of Redwood City, California, is counsel to Nektar and will pass on the legality of the securities. Lowenstein Sandler LLP, of New York, represents the sales agents.

What comes next

No sales under the program are guaranteed. The filings do not say how much the company expects to sell under the agreement over any period, or how long its existing cash and investments will last at the 2026 spending level it has described.

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