Form 8-K

8-K — NEKTAR THERAPEUTICS

Accession: 0001213900-26-053369

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000906709

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0289611-8k_nektar.htm (Primary)

EX-99.1 — PRESS RELEASE TITLED "NEKTAR THERAPEUTICS REPORTS FIRST QUARTER 2026 RESULTS." (ea028961101ex99-1.htm)

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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 7, 2026

NEKTAR THERAPEUTICS

(Exact

Name of Registrant as Specified in Charter)

Delaware

0-24006

94-3134940

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

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)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001 par value

NKTR

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

May 7, 2026, Nektar Therapeutics, a Delaware corporation (“Nektar”), issued a press release (the “Press Release”)

announcing its financial results for the quarter ended March 31, 2026. A copy of the Press Release is furnished herewith as

Exhibit 99.1.

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. 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, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press release titled “Nektar Therapeutics Reports First Quarter 2026 Results.”

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

NEKTAR

THERAPEUTICS

Date:

May 7, 2026

By:

/s/

Elizabeth Zhang

Elizabeth

Zhang

Vice

President, Legal

EX-99.1 — PRESS RELEASE TITLED "NEKTAR THERAPEUTICS REPORTS FIRST QUARTER 2026 RESULTS."

EX-99.1

Filename: ea028961101ex99-1.htm · Sequence: 2

Exhibit

99.1

Nektar

Therapeutics Reports First Quarter 2026 Financial Results

SAN

FRANCISCO, May 7, 2026 /PRNewswire/ -- Nektar Therapeutics (Nasdaq: NKTR) today reported financial results for the

first quarter ended March 31, 2026.

Cash

and investments in marketable securities on March 31, 2026, were $731.6 million as compared to $245.8 million on December

31, 2025. Nektar’s cash and marketable securities at March 31, 2026, exclude net proceeds of approximately $351 million from the secondary

offering completed by the Company on April 23, 2026.

“2026

is shaping up to be a defining year for Nektar and for our lead biologic candidate rezpegaldesleukin,” said Howard W. Robin,

President and Chief Executive Officer of Nektar. “We have now shown that longer-term treatment with rezpegaldesleukin

continues to deepen clinical responses in two distinct immune-mediated diseases, reinforcing our belief that this novel Treg

mechanism can transform the treatment paradigm for autoimmune disease. The Phase 3 ZENITH-AD program in atopic dermatitis will

initiate by July, and we will have our End-of-Phase 2 meeting for alopecia areata this quarter. With a substantially strengthened

balance sheet and over one billion dollars in cash and investments, we are well positioned to advance rezpegaldesleukin into

late-stage development with strong scientific and clinical conviction.”

Revenue

in the first quarter of 2026 was $10.9 million as compared to $10.5 million in the first quarter of 2025.

Total

operating costs and expenses in the first quarter of 2026 were $49.9 million as compared to $55.0 million in the

first quarter of 2025. Operating expenses decreased due to a decrease in G&A expenses, partially offset by an increase in R&D

expenses.

R&D

expense in the first quarter of 2026 was $35.7 million as compared to $30.5 million for the first quarter of 2025.

R&D expense increased primarily due to increased expenses for the development of rezpegaldesleukin as we commenced activities to

support a Phase 3 program in atopic dermatitis.

G&A

expense was $13.4 million in the first quarter of 2026 as compared to $24.3 million in the first quarter of 2025.

G&A expense decreased primarily due to a decrease in legal expenses.

Our

non-cash loss from our equity method investment in Gannet BioChem was $1.8 million in the first quarter of 2026, as compared to

$4.5 million in the first quarter of 2025.

Net

loss for the first quarter of 2026 was $44.9 million or $1.82 basic and diluted net loss per share as compared to net

loss of $50.9 million or $3.621 basic and diluted loss per share in the first quarter of 2025.

Recent

Business Highlights

● In

April, Nektar closed a successful underwritten public offering of $373.8 million of

shares of its common stock, including the exercise in full by the underwriters of their option

to purchase additional shares of common stock.

● In

April, Nektar announced topline results from the 16-week blinded treatment extension of REZOLVE-AA,

demonstrating deepening of responses in severe-to-very-severe alopecia areata at 52 weeks.

1 The per share amounts have been retrospectively adjusted to reflect a one-for-fifteen reverse stock

split completed on June 8, 2025.

● In

March, Nektar presented data from the Phase 2b REZOLVE-AD and REZOLVE-AA studies of rezpegaldesleukin

at the 2026 American Academy of Dermatology Annual Meeting.

● In February, Nektar

established a Research Collaboration with UCSF and Dr. Stephen Hauser for NKTR-0165,

a tumor necrosis factor receptor 2 (TNFR2) antibody, in multiple sclerosis.

● In February,

Nektar closed a successful public offering of its common stock, including the full exercise

of underwriters’ option to purchase additional shares, raising $460 million in

gross proceeds.

● In February,

Nektar presented new maintenance data from the REZOLVE-AD Phase 2b Study in atopic dermatitis,

demonstrating durable and new responses with rezpegaldesleukin across key disease measurements

with both monthly and quarterly dosing.

Upcoming

Milestones

● Initiation

of ZENITH-AD Phase 3 program of rezpegaldesleukin in moderate-to-severe atopic dermatitis

by July 2026

● End-of-Phase

2 Meeting with FDA to align on Phase 3 program in alopecia areata in Q2 2026

● 24-week

data from REZOLVE-AA off-treatment observation period in Q4 2026

● 52-week

data from REZOLVE-AD off-treatment observation period in Q1 2027

● Initial

data from TrialNet sponsored Phase 2 study in Type 1 Diabetes in 2027

● Preclinical

data presentation from the NKTR-0165 (TNFR2 agonist antibody) program at a scientific conference

in H2 2026

Conference

Call to Discuss First Quarter 2026 Financial Results

Nektar

management will host a conference call to review the results beginning at 5:00 p.m. Eastern Time/2:00 p.m. Pacific Time on May

7, 2026.

This

press release and live audio-only webcast of the conference call can be accessed through a link that is posted on the Home Page and Investors

section of the Nektar website: https://ir.nektar.com/. The

web broadcast of the conference call will be available for replay through June 7, 2026.

To access the conference call, please pre-register at Nektar

Earnings Call Registration. All registrants will receive dial-in information and a PIN allowing them to access the live call.

About Nektar

Therapeutics

Nektar

Therapeutics is a clinical-stage biotechnology company focused on developing treatments that address the underlying immunological

dysfunction in autoimmune and chronic inflammatory diseases. Nektar’s lead product candidate, rezpegaldesleukin (REZPEG, or NKTR-358),

is a novel, first-in-class regulatory T cell stimulator being evaluated in one Phase 2b clinical trial in atopic dermatitis, one Phase

2b clinical trial in alopecia areata, and in one Phase 2 clinical trial in Type 1 diabetes mellitus. Nektar’s pipeline also includes

a preclinical bivalent tumor necrosis factor receptor type II (TNFR2) antibody and bispecific programs, NKTR-0165 and NKTR-0166, and

a modified hematopoietic colony stimulating factor (CSF) protein, NKTR-422.

Nektar

is headquartered in San Francisco, California. For further information, visit www.nektar.com and

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains forward-looking statements which can be identified by words such as: “can,” “develop,”

“potential,” “expand,” “address,” “may,” “plan,” “upcoming” and

similar references to future periods. Examples of forward-looking statements include, among others, statements regarding the safety and

efficacy profile and therapeutic potential of, and future development plans for, rezpegaldesleukin, NKTR-0165, NKTR-0166, and NKTR-422,

and potential patient preferences and market adoption related thereto, and plans and timing of future clinical trials and data releases.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current

beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, anticipated events and trends,

the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,

risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results may

differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking

statements. Important factors that could cause our actual results to differ materially from those indicated in the forward-looking statements

include, among others: (i) our statements regarding the therapeutic potential of rezpegaldesleukin, NKTR-0165, NKTR-0166 and NKTR-422

are based on preclinical and clinical findings and observations and are subject to change as research and development continue; (ii)

rezpegaldesleukin, NKTR-0165, NKTR-0166 and NKTR-422 are investigational agents and continued research and development for these drug

candidates is subject to substantial risks, including negative safety and efficacy findings in future clinical studies (notwithstanding

positive findings in earlier preclinical and clinical studies); (iii) rezpegaldesleukin, NKTR-0165, NKTR-0166 and NKTR-422 are in clinical

development and the risk of failure is high and can unexpectedly occur at any stage prior to regulatory approval; (iv) data reported

from ongoing clinical trials are necessarily interim data only and the final results will change based on continuing observations; (v)

the timing of the commencement or end of clinical trials and the availability of clinical data may be delayed or unsuccessful due to

regulatory delays, slower than anticipated patient enrollment, manufacturing challenges, changing standards of care, evolving regulatory

requirements, clinical trial design, clinical outcomes, competitive factors, or delay or failure in ultimately obtaining regulatory approval

in one or more important markets; (vi) a Fast Track designation does not increase the likelihood that rezpegaldesleukin will receive

marketing approval in the United States; (vii) patents may not issue from our patent applications for our drug candidates,

patents that have issued may not be enforceable, or additional intellectual property licenses from third parties may be required; and

(viii) certain other important risks and uncertainties set forth in our Annual Report on Form 10-K filed with the Securities and Exchange

Commission on March 13, 2026. Any forward-looking statement made by us in this press release is based only on information currently

available to us and speaks only as of the date on which it is made. We undertake no obligation to update any forward-looking statement,

whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contacts

For

Investors:

Vivian

628-895-0661

VWu@nektar.com

Corey

Davis, Ph.D.

LifeSci

Advisors

212-915-2577

cdavis@lifesciadvisors.com

For

Media:

Susan

Roberts

LifeSci

Communications

202-779-0929

sroberts@lifescicomms.com

NEKTAR

THERAPEUTICS

CONDENSED

CONSOLIDATED BALANCE SHEETS

(In

thousands)

(Unaudited)

March 31,

2026

December 31,

2025(1)

ASSETS

Current assets:

Cash and cash equivalents

$ 149,578

$ 15,116

Short-term investments

419,026

230,636

Other current assets

20,437

20,514

Total current assets

589,041

266,266

Long-term investments

162,993

Other assets

11,237

14,140

Total assets

$ 763,271

$ 280,406

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

10,026

10,770

Accrued expenses

25,151

22,271

Operating lease liabilities, current portion

22,531

20,495

Total current liabilities

57,708

53,536

Operating lease liabilities, less current portion

60,631

65,256

Liabilities related to the sales of future royalties, net

60,270

63,157

Other long-term liabilities

8,446

8,625

Total liabilities

187,055

190,574

Commitments and contingencies

Stockholders’ equity:

Preferred stock

Common stock

Capital in excess of par value

4,382,437

3,850,099

Accumulated other comprehensive income (loss)

(1,034 )

Accumulated deficit

(3,805,190 )

(3,760,286 )

Total stockholders’ equity

576,216

89,832

Total liabilities and stockholders’ equity

$ 763,271

$ 280,406

(1) The

consolidated balance sheet at December 31, 2025 has been derived from the audited financial

statements at that date but does not include all of the information and notes required by

generally accepted accounting principles in the United States for complete financial statements.

NEKTAR

THERAPEUTICS

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In

thousands, except share and per share information)

(Unaudited)

Three months ended

March 31,

2026

2025(2)

Revenue:

Non-cash royalty revenue related to the sales of future royalties

$ 10,861

$ 10,460

Total revenue

10,861

10,460

Operating costs and expenses:

Research and development

35,680

30,480

General and administrative

13,439

24,346

Restructuring and impairment

796

169

Total operating costs and expenses

49,915

54,995

Loss from operations

(39,054 )

(44,535 )

Non-operating income (expense):

Non-cash interest expense on liabilities related to the sales of future royalties

(7,942 )

(4,974 )

Interest income

4,242

2,874

Other income (expense), net

(336 )

266

Total non-operating income (expense), net

(4,036 )

(1,834 )

Loss before provision for income taxes and equity method investment

(43,090 )

(46,369 )

Provision for income taxes

Loss before equity method investment

(43,154 )

(46,421 )

Loss from equity method investment

(1,750 )

(4,461 )

Net loss

$ (44,904 )

$ (50,882 )

Basic and diluted net loss per share

$ (1.82 )

$ (3.62 )

Weighted average shares outstanding used in computing basic and diluted net loss per share

24,736,066

14,063,402

(2) All

share and per share amounts have been retrospectively adjusted to reflect a one-for-fifteen

reverse stock split

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