Nkarta Inc美股招股说明书(2026-04-03版)

Nkarta, Inc. Common Stock We have entered into a sales agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company,Incorporated (“Stifel”) dated March 25, 2026, relating to the sale of shares of our common stock, par value$0.0001 per share, offered by this prospectus. In accordance with the terms of the Sales Agreement, under thisprospectus we may offer and sell shares of our common stock having an aggregate offering price of up to$100,000,000 from time to time through or to Stifel, acting as our agent or principal. Our common stock is listed on The Nasdaq Global Select Market under the symbol “NKTX.” On March 24,2026, the last reported sale price of our common stock on The Nasdaq Global Select Market was $2.05 per share. Sales of our common stock, if any, under this prospectus will be made in sales deemed to be an “at-the-market offering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”). Stifel is not required to sell any specific amount of securities, but will act as our sales agentusing commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreedterms between Stifel and us. There is no arrangement for funds to be received in any escrow, trust or similararrangement. The compensation to Stifel for sales of common stock sold pursuant to the Sales Agreement will be up to3.0% of the aggregate gross proceeds of any shares of common stock sold under the Sales Agreement. Inconnection with the sale of the common stock on our behalf, Stifel will be deemed to be an “underwriter” withinthe meaning of the Securities Act and the compensation of Stifel will be deemed to be underwriting commissionsor discounts. We have also agreed to provide indemnification and contribution to Stifel with respect to certainliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended(the“Exchange Act”). TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4RISK FACTORS6USE OF PROCEEDS9PLAN OF DISTRIBUTION10LEGAL MATTERS11EXPERTS11WHERE YOU CAN FIND ADDITIONAL INFORMATION12INFORMATION WE INCORPORATE BY REFERENCE13i TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3 that we filed with the Securities and ExchangeCommission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may fromtime to time sell shares of our common stock having an aggregate offering price of up to $100,000,000 under thisprospectus at prices and on terms to be determined by market conditions at the time of the offering. You should only rely on the information contained in or incorporated by reference in this prospectus. We havenot, and Stifel has not, authorized anyone to provide you with different information. We and Stifel take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may giveyou. If anyone provides you with different or inconsistent information, you should not rely on it. We and Stifel arenot making offers to sell the common stock described in this prospectus in any jurisdiction in which an offer orsolicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or toanyone to whom it is unlawful to make an offer or solicitation. Before purchasing our common stock, you should carefully read this prospectus together with the additionalinformation described under the heading “Where You Can Find Additional Information” and “Information WeIncorporate by Reference.” You should assume that the information contained in this prospectus is accurate only asof the date on its cover, and that any information incorporated by reference is accurate only as of the date of thedocument incorporated by reference, unless we indicate otherwise. Our business, financial condition, results ofoperations and prospects may have changed since those dates. No action is being taken in any jurisdiction outside the United States to permit a public offering of our commonstock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of thisprospectus in jurisdictions outside the United States are required to inform themselves about and to observe anyrestrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction. References in this prospectus to the terms “we,” “us,” “our,” “the Company” or other similar terms refer toNkarta, Inc. We do not have any subsidiaries. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This prospectus, including the documents incorporated by reference herein, contains “forward-lookingstatements” within the meaning of Section27A of the Securities Act, and Section21E of the Exchange Act. In somecases, you can identify forward-l