UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2022, the Board of Directors (the "Board") of Nkarta, Inc. (the "Company"), on the recommendation of the Nominating and Governance Committee of the Board, increased the size of the Board from nine directors to ten directors and appointed Angela Thedinga to the Board effective immediately. Ms. Thedinga will serve as an independent Class I director until the Company's 2024 annual meeting of stockholders, or until her earlier resignation, removal or death. Ms. Thedinga has not yet been appointed to any Board committee.
As a non-employee director, Ms. Thedinga will receive compensation in accordance with the Company's current Director Compensation Policy. Pursuant to this policy, upon the effective date of her appointment to the Board, Ms. Thedinga received a stock option award exercisable for 32,000 shares of the Company's common stock. The stock option will vest in three substantially equal installments on each of the first, second and third anniversaries of the date of grant. Ms. Thedinga will also receive an annual cash retainer in the amount of $40,000, payable on a quarterly basis, in arrears, and, for the first quarter of fiscal year 2022, pro-rated for the portion of the quarter during which she served as director.
Ms. Thedinga will also enter into an indemnification agreement with the Company in the form previously approved by the Board and filed with the Securities and Exchange Commission on July 2, 2020 as Exhibit 10.1 to the Company’s Amendment No. 1 to its Registration Statement on Form S-1.
There were no arrangements or understandings between Ms. Thedinga, and any other person pursuant to which Ms. Thedinga was selected as a member of the Board. Ms. Thedinga has no direct or indirect material interest in any related party transaction required to be disclosed under Item 404(a) of Regulation S-K.
Item. 7.01 Regulation FD Disclosure.
On March 29, 2022, the Company issued a press release announcing the appointment of Ms. Thedinga to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for 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, nor shall it be, or be deemed, incorporated by reference in any filings under the Securities Act of 1933, as amended (the “Securities Act”), unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Nkarta, Inc. |
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Date: March 29, 2022 |
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By: |
/s/ Alicia Hager |
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Alicia J. Hager, J.D., Ph.D. |
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Chief Legal Officer |
Exhibit 99.1
Nkarta Appoints Manufacturing Technology Executive, Angela Thedinga, to Board of Directors
Appointment brings extensive operational expertise in supply chain and novel commercial-scale manufacturing systems
SOUTH SAN FRANCISCO, Calif. – Mar. 29, 2022 – Nkarta, Inc. (Nasdaq: NKTX), a clinical-stage biopharmaceutical company developing engineered natural killer (NK) cell therapies to treat cancer, announced today the appointment of Angela M. Thedinga, MBA, MPH, to its Board of Directors.
“The speed of manufacturing innovation in cell and gene therapies in recent years has accelerated significantly. Angela is one of a handful of people who have been at the center of this activity,” said Paul J. Hastings, President and CEO of Nkarta. “Her expertise and insight in technical operations, supply chain and commercial manufacturing will be instructive for Nkarta’s operational strategy and the planned expansion of our in-house cell therapy manufacturing capabilities. We welcome her to our Board and look forward to her contributions.”
Angela Thedinga most recently served as Chief Technology Officer of Adverum Biotechnologies, where she led the process development, manufacturing and supply chain functions that supported the development of ocular gene therapies. Before joining Adverum in 2019, she held executive roles in manufacturing and supply chain management and strategy at AveXis, now Novartis Gene Therapies, to deliver the first approved gene therapy for Spinal Muscular Atrophy. Her earlier industry experience includes manufacturing strategy roles in bioprocess engineering at Abbott Laboratories and vaccine development at Novartis Vaccines and Diagnostics. She earned an MBA and MS in Chemical Engineering from the Massachusetts Institute of Technology (MIT), an MPH at the University of North Carolina, Chapel Hill, and a BS in Chemical Engineering from University of Wisconsin. She is a founding member of Chief, an organization focused on connecting and supporting women executive leaders.
“I’ve lived through the challenges of technology transfer, supply chain and commercial-scale up of disruptive in vivo, gene-engineered products,” said Angela Thedinga. “I am excited to contribute my experience and perspective to the development and delivery of off-the-shelf natural killer cell therapies. The manufacturing capabilities of Nkarta are robust and impressive, and I look forward to joining the Board and the Nkarta team as we develop next generation cell therapies for cancer patients.”
About Nkarta
Nkarta is a clinical-stage biotechnology company advancing the development of allogeneic, off-the-shelf natural killer (NK) cell immunotherapies for cancer patients. By combining its cell expansion and cryopreservation platform with proprietary cell engineering technologies and CRISPR-based genome
engineering capabilities, Nkarta is building a pipeline of future cell therapies engineered for deep anti-tumor activity and intended for broad access in the outpatient treatment setting. For more information, please visit the company’s website at www.nkartatx.com.
Cautionary Note on Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as "anticipates," "believes," "expects," "intends," “plans,” “potential,” "projects,” “would,” and "future" or similar expressions are intended to identify forward-looking statements. Examples of these forward-looking statements include statements concerning Nkarta’s expectations regarding any or all of the following: Ms. Thedinga’s future contributions to Nkarta and the benefits of her appointment to Nkarta’s Board; Nkarta’s ability to build and advance a pipeline of NK cell therapies; expansion of Nkarta’s in-house manufacturing capabilities; and the anti-tumor activity and accessibility of Nkarta’s product candidates. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: Nkarta’s limited operating history and historical losses; Nkarta’s lack of any products approved for sale and its ability to achieve profitability; Nkarta’s ability to raise additional funding to complete the development and any commercialization of its product candidates; Nkarta’s dependence on the success of its co-lead product candidates, NKX101 and NKX019; that Nkarta may be delayed in initiating, enrolling or completing any clinical trials; competition from third parties that are developing products for similar uses; Nkarta’s ability to obtain, maintain and protect its intellectual property; Nkarta’s dependence on third parties in connection with manufacturing, clinical trials, and pre-clinical studies; the complexity of the manufacturing process for CAR NK cell therapies; and risks relating to the impact on Nkarta’s business of the COVID-19 pandemic or similar public health crises.
These and other risks are described more fully in Nkarta’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of Nkarta’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 17, 2022, and Nkarta’s other documents subsequently filed with or furnished to the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, Nkarta undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Contacts:
Greg Mann
Nkarta, Inc.
gmann@nkartatx.com