On March 4, 2024, Nektar Therapeutics (the "Company") reported to have entered into a securities purchase agreement (the "Purchase Agreement") with TCG Crossover Fund II, L.P. (the "Purchaser"), for the private placement (the "Private Placement") of a pre-funded warrant (the "Pre-Funded Warrant") to purchase 25,000,000 shares of the Company’s common stock (the "Common Stock"), par value $0.0001 per share (the "Warrant Shares" and together with the Pre-Funded Warrant, the "Securities"), at a total purchase price of $30.0 million (or a purchase price of $1.20 per Warrant Share that can be issued upon exercise of the Pre-Funded Warrant) (Filing, 8-K, Nektar Therapeutics, MAR 4, 2024, View Source [SID1234640735]). The Pre-Funded Warrant will have an exercise price of $0.0001 per share of Common Stock. The holder of the Pre-Funded Warrant may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The holder of the Pre-Funded Warrant may increase or decrease such percentages not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. The aggregate gross proceeds for the Private Placement will be $30 million, before deducting expenses payable by the Company.
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The closing of the Private Placement is anticipated to occur on or before March 6, 2024 (the "Closing Date"), subject to the satisfaction of customary closing conditions. Pursuant to the Purchase Agreement, the Company also agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") on or before the date that is ninety (90) days after the Closing Date for purposes of registering the resale of the Warrant Shares and to use its reasonable best efforts to have such registration statement to be declared effective within the time period set forth in the Purchase Agreement. The Company also agreed, among other things, to indemnify the Purchaser and the Purchaser’s affiliates against certain liabilities in connection with such registration statement and pay all fees and expenses (excluding any fees and expenses of counsel or other advisers to the Purchaser, and any underwriting discounts, brokerage fees and selling commissions incurred by the Purchaser) in connection with the filing of such registration statement and the registration of the Warrant Shares pursuant to such registration statement.
The Private Placement is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506(b) of Regulation D promulgated by the SEC thereunder, as a transaction by an issuer not involving a public offering. The Purchaser has acquired the Securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the Securities issued in this transaction.
The foregoing summaries of the Private Placement, the Purchase Agreement and the form of Pre-Funded Warrant do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the form of Pre-Funded Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.