NKTX Nkarta Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2025

Nkarta, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (925) 407-1049

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☒

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2025, David Shook, M.D. notified Nkarta, Inc. (the “Company”) of his decision to resign as Chief Medical Officer and Head of Research & Development of the Company to pursue other opportunities in the oncology space. Dr. Shook's resignation will be effective June 6, 2025. Shawn Rose, M.D. Ph.D. has been appointed by the Company to succeed Dr. Shook as Chief Medical Officer and Head of Research and Development starting on June 23, 2025. The Company and Dr. Shook mutually agreed that Dr. Shook would continue to assist the Company as a consultant to provide transition support and will enter into a Consulting Agreement to take effect June 7, 2025 (the “Shook Consulting Agreement”).

The Shook Consulting Agreement generally provides that Dr. Shook will provide consulting assistance and transition support to the Company through July 11, 2025, which may be extended upon mutual agreement by the Company and Dr. Shook. The Shook Consulting Agreement may be terminated by either the Company or Dr. Shook upon 14 days’ notice to the other party. The Company will pay Dr. Shook an hourly rate for the services he provides under the Shook Consulting Agreement.

The foregoing description of the Shook Consulting Agreement is qualified in its entirety by reference to the complete text of the Shook Consulting Agreement, which will be filed with the Company’s Quarterly Report on Form 10-Q for the three months ending June 30, 2025.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Results of the voting at the Annual Meeting are set forth below.

Election of Directors. The stockholders elected the following three Class II directors to serve until the Company’s 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified. The voting results were as follows:

Ratification of Appointment of Ernst & Young LLP. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:

Item 7.01 Regulation FD Disclosure.

On June 6, 2025, the Company issued a press release announcing the resignation of Dr. Shook and the appointment of Dr. Rose as Chief Medical Officer and Head of Research & Development. A copy of the press release is attached hereto as Exhibit 99.1.

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.

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.

Exhibit 99.1

Nkarta Appoints Shawn Rose Chief Medical Officer & Head of R&D
as Company Resets Senior Leadership Role for Autoimmune Focus

SOUTH SAN FRANCISCO, Calif., June 6, 2025 -- Nkarta, Inc. (Nasdaq: NKTX), a clinical-stage biopharmaceutical company developing engineered natural killer (NK) cell therapies to treat autoimmune disease, today announced the appointment of Shawn Rose, M.D. Ph.D as its next Chief Medical Officer (CMO) and Head of Research and Development (R&D) starting on June 23, 2025. He replaces David R. Shook M.D., who will be stepping down from the role to pursue other opportunities in the oncology space.

Dr. Rose has dedicated his career to immunology translational medicine and advancing new treatment options for autoimmune patients. In various leadership roles, he has brought forward more than a dozen programs from discovery into clinical development, and he has developed multiple pioneering approved medicines such as Sotyktu, Stelara, and Tremfya.

“Dr. Rose joins the Nkarta team at a critical threshold as we discover the power of our NK cell platform to treat autoimmune diseases,” said Paul J. Hastings, CEO of Nkarta. “He is an enterprise leader with a deep clinical background in rheumatology and immunology that’s ideally suited to maximize the potential of our allogeneic NK cell platform. Shawn’s proven track record as an expert clinician gives me full confidence that he will hit the ground running on day one and meaningfully advance our work in the clinic.”

Dr. Rose most recently served as Chief Development Officer, Immunology, at Vividion Therapeutics, working to expand their portfolio by advancing previously undruggable targets in immunology. He also served as interim CMO and Head of Clinical Development at Magenta Therapeutics, working on cell-based therapeutic approaches for patients with cancer, genetic disorders and immune-mediated inflammatory diseases. Dr. Rose also held multiple clinical and development leadership roles at Annexon Biosciences, Janssen Pharmaceuticals, and Bristol-Myers Squibb. He did his postdoctoral research training and clinical training in Internal Medicine and Rheumatology at the Northwestern University Feinberg School of Medicine.

“I am thrilled to join Nkarta to advance innovative cell therapies for patients,” said Dr. Rose. “I strongly believe that Nkarta’s allogeneic NK cell platform has the potential to be a transformational approach for patients with immune-mediated inflammatory disease. I look forward to working closely with Paul and the broader Nkarta team on developing more treatment options for patients.”

During the transition, Dr. Rose will work with Dr. Shook, who will remain on as a consultant through July 11.

“Dave was an early pioneer of NK cell therapy while working under Nkarta’s scientific founder, Dario Campana, at St. Jude Children’s Research Hospital, and he has tirelessly pursued options that were more convenient for patients with safety utmost in mind,” Hastings said. “Dave has devoted much of his career to make important contributions to the advancement of natural killer cell therapy, leading our early clinical work in cancer and overseeing key aspects of our strategic shift into a new disease area with agility and flexibility. But Dave is a dedicated oncologist, and he has decided to return to the field he loves. He is a fearless advocate for patients and their well-being and a very good friend who will be missed.”

About NKX019

NKX019 is an allogeneic, cryopreserved, off-the-shelf immunotherapy candidate that uses natural killer (NK) cells derived from the peripheral blood of healthy adult donors. It is engineered with a humanized CD19-directed chimeric antigen receptor (CAR) for enhanced cell targeting and a proprietary, membrane-bound form of interleukin-15 (IL-15) for greater persistence and activity without exogenous cytokine support. CD19 is a biomarker for normal B cells as well as those implicated in autoimmune disease and B cell-derived malignancies. Nkarta is evaluating NKX019 in multiple autoimmune conditions.

About Nkarta

Nkarta is a clinical-stage biotechnology company advancing the development of allogeneic, off-the-shelf natural killer (NK) cell therapies for autoimmune diseases. By combining its cell expansion and cryopreservation platform with proprietary cell engineering technologies, Nkarta is building a pipeline of future cell therapies engineered for deep therapeutic 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, but are not limited to, statements concerning Nkarta’s expectations regarding any or all of the following: Nkarta’s position, plans, strategies, and timelines for the continued and future clinical development and commercial potential of NKX019 (including the future availability and disclosure of clinical data and other updates from Nkarta’s clinical trials).

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; the risk that the results of preclinical studies and early-stage clinical trials may not be predictive of future results; Nkarta’s ability to raise additional funding to complete the development and any commercialization of its product candidates; Nkarta’s dependence on the clinical success of NKX019; that Nkarta may be delayed in initiating, enrolling patients in or completing its 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 the success of Nkarta’s recent (and any future) cost containment measures.

These and other risks and uncertainties 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-Q for the quarter ended March 31, 2025, filed with the SEC on May 14, 2025, 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.

Nkarta Media/Investor Contact:

Nadir Mahmood

Nkarta, Inc.

nmahmood@nkartatx.com