United States securities and exchange commission logo
June 30, 2020
Paul Hastings
Chief Executive Officer
Nkarta, Inc.
6000 Shoreline Court, Suite 102
South San Francisco, CA 94080
Re: Nkarta, Inc.
Registration
Statement on Form S-1
Filed June 19, 2020
File No. 333-239301
Dear Mr. Hastings:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary, page 1
1. In the first paragraph
of page 2, your disclosure references the prospective "transfer of the
NKX101 manufacturing
process" to you. Please expand your disclosure to briefly
describe such transfer,
including any material terms thereof, as applicable.
Summary Financial Data, page 10
2. We note that you have
presented pro forma balance sheets giving effect to the issuance of
the second tranche of
Series B convertible preferred stock as well as the conversion of all
preferred stock. Please
explain why you have not similarly updated your pro forma
earnings per share
calculations for the three months ended March 31, 2020 and the year
ended December 31,
2019. In this regard, we note that for transactions involving the
Paul Hastings
Nkarta, Inc.
June 30, 2020
Page 2
issuance of securities subsequent to the latest balance sheet
presented, you should give pro
forma effect to those shares as being outstanding as of the beginning
of the earliest pro
forma period presented. Please advise or revise.
Index to Financial Statements
Statement of Operations and Comprehensive Loss, page F-4
3. With regard to your pro forma net loss per share, basic and diluted,
and the related pro
forma weighted average shares outstanding, basic and diluted, for the
year ended
December 31, 2019, please revise to include a note on how you
determined these
amounts.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Tara Harkins at (202) 551-3639 or Jeanne Baker at (202)
551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Lin at (202) 551-3552 or Michael Clampitt at (202) 551-3434 with
any other
questions.
FirstName LastNamePaul Hastings Sincerely,
Comapany NameNkarta, Inc.
Division of
Corporation Finance
June 30, 2020 Page 2 Office of Life
Sciences
FirstName LastName
