United States securities and exchange commission logo
July 7, 2020
Paul Hastings
Chief Executive Officer
Nkarta, Inc.
6000 Shoreline Court, Suite 102
South San Francisco, CA 94080
Re: Nkarta, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 2, 2020
File No. 333-239301
Dear Mr. Hastings:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our June
30, 2020 letter.
Amendment No. 1 to Form S-1 filed July 2, 2020
Capitalization, page 69
1. We note your response
to prior comment 2 and that you removed your pro forma earnings
per share information
for the year ended December 31, 2019. Please revise to present pro
forma earnings per
share, basic and diluted, for the year ended December 31, 2019.
Ensure you reflect the
issuance of the second tranche of Series B convertible preferred
stock as well as the
conversion of all preferred stock. In this regard, we note that the
second tranche of
Series B convertible preferred stock should be reflected as being
outstanding as of the
beginning of the earliest pro forma period presented, which in your
case is January 1,
2019. Refer to Article 11-02(c)(2)(i) of Regulation S-X.
Paul Hastings
FirstName
Nkarta, Inc.LastNamePaul Hastings
Comapany
July 7, 2020NameNkarta, Inc.
July 7,2 2020 Page 2
Page
FirstName LastName
Statements of Operations and Comprehensive Loss, page F-4
2. We note your response to comment 3 and that you removed the pro forma
net loss per
share information for the year ended December 31, 2019. Please revise
to include your
pro forma net loss per share, basic and diluted, for the year ended
December 31, 2019.
Also, as previously requested, include a note on how you determined
these amounts. Refer
to Article 11-02(c)(2)(i) of Regulation S-X.
Exhibits
3. Please revise Exhibit 5.1 to quantify the number of shares that
counsel is opining on. Also
please revise to remove the assumptions that:
par value has been paid for the common stock; and
the issuance of shares will not exceed the total number of
common stock available
under your Certificate of Incorporation. Refer to Section
II.B.3.a. of Staff Legal
Bulletin No. 19.
Additionally, please advise us why it is appropriate for the opinion
to assume registration
of the shares by the transfer agent.
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.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences