This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G initially filed on January 18, 2024 (the “Original Filing”) by Boxer Capital,
LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Joe Lewis, Aaron I. Davis and MVA Investors, LLC (“MVA Investors”) regarding the Common Stock of Nkarta, Inc. On October 10, 2024, Boxer Capital
entered into an investment management agreement (the “IMA”) with Boxer Capital Management LLC (“BCM”), a registered investment advisor controlled by Mr. Davis. Pursuant to the IMA, Boxer Capital has delegated exclusive
voting and investment power over its investment portfolio to BCM. Consequently, BCM has acquired beneficial ownership of the securities held in Boxer Capital’s investment portfolio and, without reflecting any change in its economic
interest in such securities, Boxer Capital has thereby ceased to beneficially own the securities held in its investment portfolio, including shares of Common Stock. To the extent applicable, the Original Filing, as hereby amended, is
hereby adopted by BCM as its original filing on Schedule 13G regarding the Common Stock. The Original Filing, as amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this
Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing, as amended. Boxer Capital, Boxer Management, Mr. Lewis, MVA Investors, Mr. Davis and BCM report herein
that they have ceased to beneficially own more than 5% of the outstanding shares of Common Stock.
Item 2(a): Name of Person Filing
Item 2(a) is hereby amended and restated to read as follows:
This Schedule 13G is jointly filed by Boxer Capital, Boxer Management, Mr. Lewis, MVA Investors, Mr. Davis and BCM (collectively, the “Reporting Persons”).
Boxer Management is the managing member and majority owner of Boxer Capital. Mr. Lewis is the sole indirect owner of and controls Boxer Management. MVA Investors is the
independent, personal investment vehicle of certain employees of BCM. BCM is a registered investment advisor, providing investment management services to Boxer Capital. Mr. Davis is the Managing Member of BCM and is a member of and has
voting and dispositive power over securities beneficially held by MVA Investors and BCM. With his immediate family, Mr. Davis indirectly owns the membership interests in BCM.
Item 2(b): Address of Principal Business Office or, if None, Residence
Item 2(b) is hereby amended and restated to read as follows:
The principal business address of Boxer Capital, MVA Investors, Mr. Davis and BCM is: 12860 El Camino Real, Suite 300, San Diego, CA 92130. The principal business
address of Boxer Management and Mr. Lewis is: Albany Financial Center, Suite 207, Lewis Drive, N7776, New Providence, Bahamas.
Item 2(c): Citizenship
Item 2(c) is hereby amended and restated to read as follows:
Boxer Capital, MVA Investors and BCM are limited liability companies organized under the laws of Delaware. Boxer Management is a Bahamian international business
company. Mr. Lewis is a citizen of the United Kingdom. Mr. Davis is a citizen of the United States of America.
Item 4: Ownership
Item 4 is hereby amended and restated to read as follows:
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(a)
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Amount beneficially owned: BCM and Mr. Davis beneficially own 3,443,606 shares of Common Stock. The Reporting Persons
beneficially own, in the aggregate, 3,443,606 shares of Common Stock.
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(b)
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Percent of class: All percentages of beneficial ownership set forth herein are based on 70,558,754 shares of Common Stock
reported outstanding on August 9, 2024 in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 13, 2024. The number of shares of Common Stock beneficially owned by the Reporting Persons in the
aggregate represents 4.9% of the Issuer’s outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: None of the Reporting Persons has sole power to vote or to direct the vote of any
shares of Common Stock.
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(ii)
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shared power to vote or to direct the vote: BCM and Mr. Davis have shared power to vote or to direct the vote of 3,443,606
shares of Common Stock.
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(iii)
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sole power to dispose or to direct the disposition of: None of the Reporting Persons has sole power to dispose or to direct
the disposition of any shares of Common Stock.
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(iv)
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shared power to dispose or to direct the disposition of: BCM and Mr. Davis have shared power to dispose or to direct the
disposition of 3,443,606 shares of Common Stock.
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Item 5: Ownership of Five Percent or Less of a Class
With respect to the Reporting Persons:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of
securities, check the following ☒.
Item 6: Ownership of More than Five Percent on Behalf of Another Person
Item 6 is hereby amended and restated to read as follows:
Other than as may result from indirect interests of investors in Boxer Capital and MVA Investors, no persons other than the Reporting Persons have the right to receive or the power to
direct the receipt of dividends, or proceeds of sale of the securities disclosed herein.
Item 10: Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
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Exhibits
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2
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Joint Filing Agreement, dated October 25, 2024, among the Reporting Persons.
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