SC 13G: NEKTAR THERAPEUTICS
Ticker: NKTR · Form: SC 13G · Filed: Mar 15, 2024 · CIK: 906709
Sentiment: neutral
Topics: sc-13g
AI Summary
SC 13G filing by NEKTAR THERAPEUTICS.
Risk Assessment
Risk Level: low
Filing Stats: 1,971 words · 8 min read · ~7 pages · Grade level 9.2 · Accepted 2024-03-15 16:18:49
Key Financial Figures
- $0.0001 — TICS (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
Filing Documents
- d800776dsc13g.htm (SC 13G) — 73KB
- d800776dex991.htm (EX-99.1) — 5KB
- 0001193125-24-069167.txt ( ) — 79KB
From the Filing
SC 13G 1 d800776dsc13g.htm SC 13G SC 13G 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) March 6, 2024 (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) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons 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 13G 1. NAMES OF REPORTING PERSONS TCG Crossover GP II, LLC 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 20,046,350 (1)(2) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 20,046,350 (1)(2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,046,350 (1)(2) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (2)(3) 12. TYPE OF REPORTING PERSON (see instructions) OO (1) These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) Consists of (i) 3,000,000 shares of Common Stock (as defined in Item 2(d) below) of the Issuer (as defined in Item 1(a) below) and (ii) 17,046,350 shares of Common Stock, issuable upon exercise of certain Pre-Funded Warrants (as defined and described in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission ) on March 4, 2024). This total excludes 7,953,650 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants because the Pre-Funded Warrants may not be exercised to the extent that doing so would result in the holder of the Pre-Funded Warrants (together with the holders affiliates and any other persons acting as a group together with the holder or any of the holders affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the Beneficial Ownership Limitation ). (3) Based on 183,617,817 shares of Common Stock outstanding as of February 27, 2024, as reported by the Issuer in its Annual Report on Form 10-K filed with the Commission on March 5, 2024 (the Form 10-K ), plus 17,046,350 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants held of record by TCG Crossover II. CUSIP No. 640268108 13G 1. NAMES OF REPORTING PERSONS TCG Crossover Fund II, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 20,046,350 (1)(2) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 20,046,350 (1)(2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,046,350 (1)(2) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (2)(3) 12. TYPE OF REPORTING PERSON (see instructions) PN (1) These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. (2) Consists of (i) 3,000,000 shares of Common Stock held of record by TCG Crossover II and (ii) 17,046,350 shares of Common Stock, issuable upon exercise of certain Pre-Funded Warran