Item 7.01 Regulation FD Disclosure.
On October 11, 2022, Nektar Therapeutics (the "Company" or "Nektar") and
PureTech Health plc ("PureTech") issued announcements stating that the parties
have mutually agreed to terminate discussions regarding a possible business
combination.
A copy of the announcement made by Nektar is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and a copy of the announcement made by PureTech is
furnished as Exhibit 99.2 to this Current Report on Form 8-K, and are
incorporated herein by reference.
The information included in this Current Report on Form 8-K under this Item 7.01
(including Exhibits 99.1 and 99.2), is being furnished to the U.S. Securities
and Exchange Commission and shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, and shall not be
deemed to be incorporated by reference into any filing made by the Company under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by a specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (including Exhibits 99.1 and 99.2) contains
statements which are, or may be deemed to be, "forward-looking statements" which
are prospective in nature. All statements, other than statements of historical
fact, may be forward-looking statements. They are based on current expectations
and projections about future events and are therefore subject to risks and
uncertainties, which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. Such
statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Among other things, this Current
Report on Form 8-K (including Exhibits 99.1 and 99.2) contains forward-looking
statements regarding the proposed combination and may include statements about
the benefits of the proposed combination, expected future earnings, revenues and
cost savings and other such items, based on Nektar's and PureTech's plans,
estimates and projections. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
predicted in any such forward-looking statements. Such factors include, but are
not limited to, the possibility that the proposed combination will not be
pursued, general business and economic conditions globally, industry trends,
competition, changes in government and other regulation, changes in political
and economic stability, disruptions in business operations due to reorganization
activities, interest rate and currency fluctuations, the failure to satisfy the
conditions of the proposed combination if and when implemented (including
approvals or clearances from regulatory and other agencies and bodies) on a
timely basis or at all, the inability of the enlarged group to realize
successfully any anticipated synergy benefits when (and if) the proposed
combination is implemented, the inability of the (post-combination) enlarged
group to integrate successfully Nektar's and PureTech's operations when (and if)
the proposed combination is implemented and the combined company incurring
and/or experiencing unanticipated costs and/or delays or difficulties relating
to the proposed combination when (and if) it is implemented. Additional
information concerning other risk factors is contained in the Risk Factors
section of Nektar's most recent report on Form 10-Q, filed with the Securities
and Exchange Commission on August 5, 2022, the contents of which are not
incorporated by reference into, nor do they form part of, this Current Report on
Form 8-K. Nektar does not assume any obligation to update the forward-looking
statements contained in this Current Report on Form 8-K, whether written or
oral, that may be made from time to time, whether as a result of new
information, future developments or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Announcement by Nektar Therapeutics
99.2 Announcement by PureTech Health plc
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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