S-3 1 ny20068088x1_s3.htm S-3

As filed with the Securities and Exchange Commission on March 25, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Nkarta, Inc.

(Exact name of registrant as specified in its charter)


Delaware			47-4515206
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

1150 Veterans Boulevard

South San Francisco, California 94080

Telephone: (925) 407-1049

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paul Hastings

Chief Executive Officer

Nkarta, Inc.

1150 Veterans Boulevard

South San Francisco, California 94080

Telephone: (925) 407-1049

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

C. Brophy Christensen, Jr.

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, California 94111

Telephone: (415) 984-8700

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


			Page
About This Prospectus			1
Where You Can Find Additional Information			2
Information We Incorporate by Reference			3
Cautionary Note Regarding Forward-Looking Statements			4
About Nkarta, Inc.			6
Risk Factors			6
Use of Proceeds			8
Description of Capital Stock			9
Description of Debt Securities			12
Description of Warrants			19
Description of Rights			20
Description of Units			21
Plan of Distribution			22
Legal Matters			24
Experts			24


SEC registration fee			$48,335
FINRA filing fee			53,000
Trustee’s fees and expenses			*
Transfer agent and registrar fees			*
Printing fees and expenses			*
Accounting fees and expenses			*
Rating agency fees			*
Legal fees and expenses			*
Miscellaneous expenses			*
Total			$101,335


Exhibit Number			Description
1.1*			Form of Underwriting Agreement
1.2+#			Sales Agreement, dated March 25, 2026, by and between Nkarta, Inc. and Stifel, Nicolaus & Company, Incorporated
4.1			Amended and Restated Certificate of Incorporation of Nkarta, Inc. (incorporated by reference to Exhibit 3.1 to Nkarta, Inc.’s Current Report on Form 8-K filed with the SEC on July 14, 2020)
4.2			First Amendment to Restated Certificate of Incorporation of Nkarta, Inc. (incorporated by reference to Exhibit 3.1 to Nkarta, Inc.’s Current Report on Form 8-K filed with the SEC on June 9, 2023)
4.3			Second Amendment to Restated Certificate of Incorporation of Nkarta, Inc. (incorporated by reference to Exhibit 3.1 to Nkarta, Inc.’s Current Report on Form 8-K filed with the SEC on June 13, 2024)
4.4			Amended and Restated Bylaws of Nkarta, Inc. (incorporated by reference to Exhibit 3.2 to Nkarta, Inc.’s Current Report on Form 8-K filed with the SEC on July 14, 2020)
4.5			Form of Common Stock Certificate of Nkarta, Inc. (incorporated by reference to Exhibit 4.1 to Nkarta, Inc.’s Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-239301) filed with the SEC on July 2, 2020)
4.6			Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019, by and among Nkarta, Inc. and certain of its stockholders (incorporated by reference to Exhibit 4.2 to Nkarta, Inc.’s Registration Statement on Form S-1 (No. 333-239301) filed with the SEC on June 19, 2020)
4.7			Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to Nkarta, Inc.’s Current Report on Form 8-K filed with the SEC on March 28, 2024)
4.8*			Form of Certificate of Designation, Preferences and Rights for Preferred Stock (including form of preferred stock certificate)
4.9+			Form of Indenture for Senior Debt Securities
4.10+			Form of Indenture for Subordinated Debt Securities
4.11*			Form of Global Note for Senior Debt Securities
4.12*			Form of Global Note for Subordinated Debt Securities
4.13*			Form of Warrant Agreement and Warrant Certificate
4.14*			Form of Rights Agreement
4.15*			Form of Unit Agreement and Unit Certificate
5.1+			Opinion of O’Melveny & Myers LLP relating to base prospectus
5.2+			Opinion of O’Melveny & Myers LLP relating to ATM prospectus
23.1+			Consent of Independent Registered Public Accounting Firm
23.2			Consent of O’Melveny & Myers LLP (included in Exhibit 5.1 filed herewith)
23.3			Consent of O’Melveny & Myers LLP (included in Exhibit 5.2 filed herewith)
24.1			Power of Attorney (included on signature page hereto)
25.1**			Form T-1 Statement of Eligibility and Qualification of Trustee under the Senior Indenture under the Trust Indenture Act of 1939, as amended
25.2**			Form T-1 Statement of Eligibility and Qualification of Trustee under the Subordinated Indenture under the Trust Indenture Act of 1939, as amended
107+			Calculation of Filing Fee Tables


			NKARTA, INC.

			By:			/s/ Paul J. Hastings
						Paul J. Hastings
						Chief Executive Officer


Signature	Title	Date

/s/ Paul J. Hastings	Chief Executive Officer and Director (Principal Executive Officer)	March 25, 2026
Paul J. Hastings		March 25, 2026

/s/ Nadir Mahmood	President (Principal Financial and Accounting Officer)	March 25, 2026
Nadir Mahmood	President (Principal Financial and Accounting Officer)	March 25, 2026

/s/ Ali Behbahani	Director	March 25, 2026
Ali Behbahani, M.D., MBA	Director	March 25, 2026

/s/ Michael Dybbs	Director	March 25, 2026
Michael Dybbs, Ph.D.	Director	March 25, 2026

/s/ Simeon George	Director	March 25, 2026
Simeon George, M.D., MBA	Director	March 25, 2026

/s/ Leone Patterson	Director	March 25, 2026
Leone Patterson, MBA	Director	March 25, 2026

/s/ Zachary Scheiner	Director	March 25, 2026
Zachary Scheiner, Ph.D.	Director	March 25, 2026

/s/ Angela Thedinga	Director	March 25, 2026
Angela Thedinga, MBA, MPH	Director	March 25, 2026

/s/ George Vratsanos	Director	March 25, 2026
George Vratsanos, M.D.	Director	March 25, 2026

SEC Form S-3 filed by Nkarta Inc.