UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
NEKTAR THERAPEUTICS
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
640268108
(CUSIP Number)
August 07, 2023
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 640268108
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Management, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF |
5 |
SOLE VOTING POWER
0 |
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
18,700,000 |
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
WITH: |
8 |
SHARED DISPOSITIVE POWER
18,700,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,700,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
CUSIP No. 640268108
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kolchinsky |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF |
5 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
18,700,000 |
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
WITH: |
8 |
SHARED DISPOSITIVE POWER
18,700,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,700,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
CUSIP No. 640268108
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajeev Shah |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF |
5 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
18,700,000 |
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
WITH: |
8 |
SHARED DISPOSITIVE POWER
18,700,000
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,700,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
CUSIP No. 640268108
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Healthcare Fund, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF |
5 |
SOLE VOTING POWER
0 |
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
18,700,000 |
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
WITH: |
8 |
SHARED DISPOSITIVE POWER
18,700,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,700,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
| Item 1(a). | Name of Issuer: |
Nektar Therapeutics (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
455 Mission Bay Boulevard South, San Francisco, California 94158
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this
report (collectively, the “Reporting Persons”) are:
RA Capital Management, L.P. (“RA
Capital”)
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the
“Fund”)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business
office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley
Street, 18th Floor, Boston MA 02116
RA Capital and the Fund are Delaware limited
partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.0001 par value per share (“Common Stock”)
640268108
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
The information required by this item with respect to each Reporting
Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The beneficial ownership percentages reported
are based on 190,118,673 outstanding Common Stock shares, as reported in the Issuer’s Form 10-Q filed on August 9, 2023.
The Fund directly
holds 18,700,000 shares of Common Stock.
RA Capital
Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of
which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be
deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has
delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio,
including the shares of the Issuer’s Common Stock reported herein. Because the Fund has divested voting and investment power
over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims
beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky
and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially
owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this
Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this
Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such
securities for any other purpose.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
Exhibit List
Exhibit 1: Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: |
August 17, 2023 |
|
|
|
|
RA CAPITAL MANAGEMENT, L.P. |
|
|
|
By: |
/s/ Peter Kolchinsky |
|
|
Name: |
Peter Kolchinsky |
|
|
Title: |
Authorized Signatory |
|
|
|
|
PETER KOLCHINSKY |
|
|
|
/s/ Peter Kolchinsky |
|
|
|
RAJEEV SHAH |
|
|
|
/s/ Rajeev Shah |
|
|
|
RA CAPITAL HEALTHCARE FUND, L.P. |
|
|
|
By: |
RA Capital Healthcare Fund GP, LLC |
|
Its: |
General Partner |
|
|
|
|
By: |
/s/ Peter Kolchinsky |
|
|
Name: |
Peter Kolchinsky |
|
|
Title: |
Manager |
|
EXHIBIT 1
AGREEMENT
This Joint Filing Agreement, dated as of August 17, 2023, is by
and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are
collectively referred to herein as the “Filers”).
Each of the Filers may
be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common
Stock, $0.0001 par value per share of Nektar Therapeutics beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under
the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any
amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such
statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers
upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
RA CAPITAL MANAGEMENT, L.P. |
|
|
|
By: |
/s/ Peter Kolchinsky |
|
|
Name: |
Peter Kolchinsky |
|
|
Title: |
Authorized Signatory |
|
|
|
|
PETER KOLCHINSKY |
|
|
|
/s/ Peter Kolchinsky |
|
|
|
RAJEEV SHAH |
|
|
|
/s/ Rajeev Shah |
|
|
|
RA CAPITAL HEALTHCARE FUND, L.P. |
|
|
|
By: |
RA Capital Healthcare Fund GP, LLC |
|
Its: |
General Partner |
|
|
|
|
By: |
/s/ Peter Kolchinsky |
|
|
Name: |
Peter Kolchinsky |
|
|
Title: |
Manager |
|
Grafico Azioni Nektar Therapeutics (NASDAQ:NKTR)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Nektar Therapeutics (NASDAQ:NKTR)
Storico
Da Giu 2023 a Giu 2024