SecProbe.io

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    Nkarta, Inc.

    1150 Veterans Boulevard

    South San Francisco, California 94080

    April 1, 2026

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

          Attn:

            Doris Stacey Gama

          Re:

            Nkarta, Inc.

              Registration Statement on Form S-3

              Filed March 25, 2026

              File No. 333-294611

              Request for Acceleration

    Dear Ms. Gama,

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Nkarta, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m.
      Eastern Time, on April 3, 2026, or as soon thereafter as practicable. The Registrant respectfully requests that you notify David Ni of O’Melveny & Myers LLP of such effectiveness by telephone at (212) 326-2052.

    If you have any questions or comments regarding the foregoing, please do not hesitate to contact Mr. Ni at the telephone number above.

            Sincerely,

            Nkarta, Inc.

            By:

            /s/ Paul Hastings

            Name:

            Paul Hastings

            Title:

            Chief Executive Officer

          Cc:

            Nadir Mahmood, Nkarta, Inc., President

              David Ni, O’Melveny & Myers LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2026

Paul Hasting
Chief Executive Officer
Nkarta, Inc.
1150 Veterans Boulevard
South San Francisco, CA 94080

 Re: Nkarta, Inc.
 Registration Statement on Form S-3
 Filed March 25, 2026
 File No. 333-294611
Dear Paul Hasting:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Brandon N. Wachs
</TEXT>
</DOCUMENT>

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      Nkarta, Inc.

    6000 Shoreline Court, Suite 102

    South San Francisco, California 94080

    May 3, 2023

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

            Attn:

            Daniel Crawford

            Re:

            Nkarta, Inc.

            Registration Statement on Form S-3/A

            Filed April 24, 2023

            File No. 333-270680

            Request for Acceleration

    Dear Mr. Crawford,

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Nkarta, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m.
      Eastern Time, on May 5, 2023, or as soon thereafter as practicable. The Registrant respectfully requests that you notify C. Brophy Christensen of O’Melveny & Myers LLP of such effectiveness by telephone at (415) 984-8793.

    If you have any questions or comments regarding the foregoing, please do not hesitate to contact Mr. Christensen at the telephone number above.

            Sincerely,

            Nkarta, Inc.

            By:

            /s/ Paul Hastings

            Name:

            Paul Hastings

            Title:

            Chief Executive Officer

            Cc:

            Alicia Hager, Nkarta, Inc., Chief Legal Officer and Corporate Secretary

            C. Brophy Christensen, O’Melveny & Myers LLP

United States securities and exchange commission logo
March 21, 2023
Paul Hastings
Chief Executive Officer
Nkarta, Inc.
6000 Shoreline Court, Suite 102
South San Francisco, California 94080
Re:Nkarta, Inc.
Registration Statement on Form S-3
Filed March 17, 2023
File No. 333-270680
Dear Paul Hastings:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brophy Christensen, Esq.

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 Nkarta, Inc.

6000 Shoreline Court, Suite 102

South San Francisco, California 94080

August 31, 2021

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Irene Paik

Re:
 Nkarta, Inc.

 Registration Statement on Form S-3

 Filed August 12, 2021

 File No. 333-258766

 Request for Acceleration

Dear Ms. Paik,

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Nkarta, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time,
on September 2, 2021, or as soon thereafter as practicable. The Registrant respectfully requests that you notify C. Brophy Christensen of O’Melveny & Myers LLP of such effectiveness by telephone at (415) 984-8793.

 If you have any questions or comments regarding the foregoing, please do not hesitate to
contact Mr. Christensen at the telephone number above.

Sincerely,

Nkarta, Inc.

By:

/s/ Paul Hastings

Name:

Paul Hastings

Title:

Chief Executive Officer

Cc:
 Alicia Hager, Nkarta, Inc., Chief Legal Officer and Corporate Secretary

 C. Brophy Christensen, O’Melveny & Myers LLP

United States securities and exchange commission logo
August 18, 2021
Paul Hastings
Chief Executive Officer
Nkarta, Inc.
6000 Shoreline Court, Suite 102
South San Francisco, California 94080
Re:Nkarta, Inc.
Registration Statement on Form S-3
Filed August 12, 2021
File No. 333-258766
Dear Mr. Hastings:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       C. Brophy Christensen, Jr.

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CORRESP

 O’Melveny & Myers LLP

 Two
Embarcadero Center

 28th Floor

San Francisco, CA 94111-3823

 T: +1 415 984 8700

 F: +1 415 984 8701

omm.com

 File Number:

 0625190-00004

 July 8, 2020

Ms. Tara Harkins

 Ms. Jeanne Baker

Mr. David Lin, Esq.

 Mr. Michael Clampitt, Esq.

Division of Corporation Finance

 Office of Life Sciences
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Dear Ms. Harkins, Ms. Baker,
Mr. Lin and Mr. Clampitt:

 Nkarta, Inc. (File No. 333-239301)

Response to the Staff’s Comments on Amendment No. 1 to Registration Statement on Form S-1 Filed on
July 2, 2020

 On behalf of our client, Nkarta, Inc., a Delaware corporation (the “Company”), we are hereby submitting to the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 7, 2020 regarding the
Company’s amendment no. 1 to the registration statement on Form S-1 filed via EDGAR to the Commission on July 2, 2020 (the “Registration Statement”).

Concurrently with the submission of this letter, the Company is filing its amended registration statement on Form S-1
(the “Amended Registration Statement”) and certain exhibits via EDGAR to the Commission for review.

 The Staff’s comments are repeated
below in bold and are followed by the Company’s responses. We have included page references in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Amended Registration Statement.

 Registration Statement on Form S-1

 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

Century City • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

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.

 The Company has revised its disclosure on pages
11-12, 74-75 and 82 in response to the Staff’s comment.

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.

The Company has revised its disclosure on page F-4, F-8 and
F-31 in response to the Staff’s comment.

 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.

 Concurrent with the filing herewith, the
Company filed the Amended Registration Statement, which included a revised Exhibit 5.1 to quantify the number of shares that counsel is opining to, to remove the assumption of payment not less than per share par value, to remove the assumption of
issuance in total numbers that do not exceed the total number of common stock available and to remove the assumption of registration of the shares by the transfer agent.

*                *
         *

 If you have any questions regarding the Amended Registration Statement, please contact Eric
Sibbitt by telephone at 415-984-8777 or via e-mail at esibbitt@omm.com, Sydney Ryan, by telephone at (415) 984-8908 or via email at sryan@omm.com, or Frances D. Schulz, the audit engagement partner at Ernst & Young LLP, by telephone at
650-802-4510 or via email at fran.schulz@ey.com. Ernst & Young LLP is the independent registered public accounting firm of the Company.

 Very truly yours,

 /s/ Eric Sibbitt

 2

 Enclosures

cc: Paul Hastings, President and Chief Executive Officer of the Company

Dr. Matthew Plunkett, Chief Financial Officer of the Company

Sydney Ryan, Esq., Associate, O’Melveny & Myers LLP

Frances D. Schulz, Partner, Ernst & Young LLP

 Chris
Forrester, Esq., Partner, Shearman & Sterling LLP

 3

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.

 FirstName LastNamePaul Hastings
 Comapany NameNkarta, Inc.
 July 7, 2020 Page 2
 FirstName LastName
Paul Hastings
Nkarta, Inc.
July 7, 2020
Page 2
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

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 July 7, 2020

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Nkarta, Inc. Registration Statement on Form S-1 (Registration No. 333-239301)

 Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, as amended, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we hereby join in the request of Nkarta, Inc. that the effective date of the Registration Statement, as amended, be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on July 9, 2020, or as soon
thereafter as practicable.

 Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 1,121 copies of the preliminary
prospectus dated July 2, 2020 through the date hereof, to underwriters, dealers, institutions and others.

 In connection with the preliminary
prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule
15c2-8(b) under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

COWEN AND COMPANY, LLC

 EVERCORE GROUP L.L.C.

STIFEL, NICOLAUS & COMPANY, INCORPORATED

 As
Representatives of the several underwriters

 [SIGNATURE PAGES FOLLOW]

COWEN AND COMPANY, LLC

By:

/s/ Rob Weir

Name: Rob Weir

Title: Managing Director, Healthcare IB

EVERCORE GROUP L.L.C.

By:

/s/ Maren Winnick

Name: Maren Winnick

Title: Senior Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

/s/ Seth Rubin

Name: Seth Rubin

Title: Senior Managing Director

 As representatives of the several underwriters.

cc: Christopher M. Forrester, Partner, Shearman & Sterling LLP

[Signature Page to Acceleration Request Letter]

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 NKARTA, INC.

6000 Shoreline Court, Suite 102

South San Francisco, CA 94080

 July 7, 2020

 Via EDGAR Transmission

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Nkarta, Inc. Registration Statement on Form S-1 (Registration No. 333-239301)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the
acceleration of the effective date of the above-referenced Registration Statement, as amended, so that it will become effective on July 9, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Nkarta,
Inc. (the “Company”) or its counsel may request via telephone call to the staff.

 Please contact Eric Sibbitt of O’Melveny & Myers
LLP, counsel to the Company, at 415-984-8777, or in his absence, Sydney Ryan at
415-984-8908, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Sincerely,

Nkarta, Inc.

By:

 /s/ Paul Hastings

Paul Hastings

Chief Executive Officer

cc:
 Eric Sibbitt

 Sydney Ryan

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 O’Melveny & Myers LLP

 Two
Embarcadero Center

 28th Floor

San Francisco, CA 94111-3823

 T: +1 415 984 8700

 F: +1 415 984 8701

omm.com

 File Number:

 0625190-00004

 July 2, 2020

Ms. Tara Harkins

 Ms. Jeanne Baker

Mr. David Lin, Esq.

 Mr. Michael Clampitt, Esq.

Division of Corporation Finance

 Office of Life Sciences

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Dear Ms. Harkins, Ms. Baker,
Mr. Lin and Mr. Clampitt:

 Nkarta, Inc. (File No. 333-239301)

Response to the Staff’s Comments on Registration Statement on Form S-1 Filed on June 19, 2020

On behalf of our client, Nkarta, Inc., a Delaware corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 30, 2020 regarding the Company’s registration statement
on Form S-1 filed via EDGAR to the Commission on June 19, 2020 (the “Registration Statement”).

Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the Registration Statement (the “Amended Registration
Statement”) and certain exhibits via EDGAR to the Commission for review.

 The Staff’s comments are repeated below in bold and are followed by
the Company’s responses. We have included page references in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in
the Amended Registration Statement.

Century City • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

 Registration Statement on Form S-1

Prospectus Summary, page 1

1.
 In the first paragraph of page 2, your disclosure references the prospective “transfer of the NKX101
manufacturing process” to you. Please expand your disclosure to briefly describe such transfer, including any material terms thereof, as applicable.

The Company has revised its disclosure on pages 2, 97, 98-99 and 116 in response to the Staff’s
comment.

 The Company supplementally advises the Staff that there is no specific agreement needed to transfer the manufacturing process to
the Company in the future and accordingly no material terms. As is common in the biotech industry, the Company currently uses a contract manufacturer to manufacture product candidates according to specifications provided by the Company based on
technology owned or licensed by the Company. The Company expects that the transfer of the NKX101 manufacturing process would be implemented primarily by the Company, but may decide to request limited technical assistance pursuant to a separate
work order at the time of transfer.

 Summary Financial Data, page 10

2.
 We note that you have presented pro forma balance sheets giving effect to the issuance of the second tranche
of Series B convertible preferred stock as well as the conversion of all preferred stock. Please explain why you have not similarly updated your pro forma earnings per share calculations for the three months ended March 31, 2020 and the year
ended December 31, 2019. In this regard, we note that for transactions involving the issuance of securities subsequent to the latest balance sheet presented, you should give pro forma effect to those shares as being outstanding as of the
beginning of the earliest pro forma period presented. Please advise or revise.

 The Company has revised its
disclosure on pages 11-12 and 74-75 in response to the Staff’s comment.

Index to Financial Statements

 Statement of Operations
and Comprehensive Loss, page F-4

3.
 With regard to your pro forma net loss per share, basic and diluted, and the related pro forma weighted
average shares outstanding, basic and diluted, for the year ended December 31, 2019, please revise to include a note on how you determined these amounts.

The Company has revised its disclosure to remove all pro forma information on page F-4 in response
to the Staff’s comment.

*                *
         *

 If you have any questions regarding the Amended Registration Statement, please contact Eric
Sibbitt by telephone at 415-984-8777 or via e-mail at esibbitt@omm.com, Sydney Ryan, by telephone at 415-984-8908 or via email at sryan@omm.com, or Frances D. Schulz, the audit engagement partner at Ernst & Young LLP, by telephone at
650-802-4510 or via email at fran.schulz@ey.com. Ernst & Young LLP is the independent registered public accounting firm of the Company.

 2

Very truly yours,

/s/ Eric Sibbitt

 Enclosures

 cc: Paul Hastings,
President and Chief Executive Officer of the Company

 Dr. Matthew Plunkett, Chief Financial Officer of the Company

Sydney Ryan, Esq., Associate, O’Melveny & Myers LLP

Frances D. Schulz, Partner, Ernst & Young LLP

 Chris
Forrester, Esq., Partner, Shearman & Sterling LLP

 3

United States securities and exchange commission logo
June 30, 2020
Paul Hastings
Chief Executive Officer
Nkarta, Inc.
6000 Shoreline Court, Suite 102
South San Francisco, CA 94080
Re:Nkarta, Inc.
Registration Statement on Form S-1
Filed June 19, 2020
File No. 333-239301
Dear Mr. Hastings:
            We have reviewed your 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.
Registration Statement on Form S-1
Prospectus Summary, page 1
1.In the first paragraph of page 2, your disclosure references the prospective "transfer of the
NKX101 manufacturing process" to you.  Please expand your disclosure to briefly
describe such transfer, including any material terms thereof, as applicable.
Summary Financial Data, page 10
2.We note that you have presented pro forma balance sheets giving effect to the issuance of
the second tranche of Series B convertible preferred stock as well as the conversion of all
preferred stock.   Please explain why you have not similarly updated your pro forma
earnings per share calculations for the three months ended March 31, 2020 and the year
ended December 31, 2019.  In this regard, we note that for transactions involving the

 FirstName LastNamePaul Hastings
 Comapany NameNkarta, Inc.
 June 30, 2020 Page 2
 FirstName LastName
Paul Hastings
Nkarta, Inc.
June 30, 2020
Page 2
issuance of securities subsequent to the latest balance sheet presented, you should give pro
forma effect to those shares as being outstanding as of the beginning of the earliest pro
forma period presented.  Please advise or revise.
Index to Financial Statements
Statement of Operations and Comprehensive Loss, page F-4
3.With regard to your pro forma net loss per share, basic and diluted, and the related pro
forma weighted average shares outstanding, basic and diluted, for the year ended
December 31, 2019,  please revise to include a note on how you determined these
amounts.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

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 CONFIDENTIAL TREATMENT REQUESTED BY NKARTA, INC.

 O’Melveny & Myers LLP

 Two Embarcadero
Center

 28th Floor

San Francisco, CA 94111-3823

 T: +1 415 984 8700

 F: +1 415 984 8701

omm.com

File Number:

 June 29, 2020

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Eric Sibbitt

D: +1 415 984 8777

 esibbitt@omm.com

Attn:
 Ms. Tara Harkins

 Ms. Jeanne Baker

 Mr. David Lin, Esq.

 Mr. Michael Clampitt, Esq.

Re:
 Nkarta, Inc.

 Registration Statement on Form S-1

 File
No. 333-239301

Ladies and Gentlemen:

 On behalf of Nkarta,
Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated
March 23, 2020 (the “Comment Letter”), relating to the Company’s Draft Registration Statement on Form S-1 confidentially submitted to the Commission on February 28, 2020,
which was subsequently updated by the Company with amendment no.1 to the draft registration statement on form S-1 confidentially submitted via EDGAR to the Commission on April 20, 2020, amendment no.2 to
the draft registration statement on form S-1 confidentially submitted via EDGAR to the Commission on May 19, 2020, and a Registration Statement on Form S-1 filed
with the Commission on June 19, 2020 (the “Registration Statement”), we are submitting this supplemental letter to further address comment 4 of the Comment Letter. For the convenience of the Staff, we have
incorporated the text of comment 4 into this letter.

 The Company expects to reflect a reverse stock split that the Company plans to
implement prior to effectiveness of the Registration Statement (the “Stock Split”) in a pre-effective amendment to the Registration Statement that includes the estimated Preliminary
Price Range (as defined below); however, all dollar amounts and per share amounts in this letter are pre-Stock Split, and therefore, consistent with the Registration Statement.

Confidential Treatment Request

 Due to
the commercially sensitive nature of information contained in this letter, the

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE

 COMMISSION PURSUANT TO 17 CFR §200.83

 Century City • Los Angeles •
Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

 Beijing • Brussels • Hong Kong
• London • Seoul • Shanghai • Singapore • Tokyo

 NKX-1

 CONFIDENTIAL TREATMENT REQUESTED BY NKARTA, INC.

 Company hereby requests, pursuant to 17 C.F.R. §200.83, that certain portions of this letter be
maintained in confidence, not be made part of any public record and not be disclosed to any person. The Company has filed a separate copy of this letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company
is requesting confidential treatment. In accordance with 17 C.F.R. §200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an opportunity to inspect this letter, we
request that we be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least ten business days’ advance
notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such an event, we request that you telephone the undersigned at 415-984-8777 rather than rely on the U.S. mail for such notice.

 Staff Comment

Management’s Discussion and Analysis

 Critical
Accounting Policies and Significant Judgments and Estimates, page 77

 4. Once you have an estimated offering price or range, please
explain to us how you determined the fair value of the common stock underlying your equity issuances since January 1, 2019 and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the
estimated offering price. This information will help facilitate our review of your accounting for equity issuances, including stock compensation.

Response:

 Preliminary Price Range

The Company advises the Staff that the Company currently expects a price range of approximately $[***] to $[***] per share of the
Company’s common stock (the “Common Stock”), par value $0.0001 per share, (the “Preliminary Price Range”) or $[***] to $[***] per share of the Common Stock on a
pre-split adjusted basis assuming a 1-for-[***] reverse stock split is effected prior to the effectiveness of the Registration
Statement (“Reverse Stock Split”) for its initial public offering (“IPO”). This Preliminary Price Range implies a pre-money valuation
range for the Company of $[***] million to $[***] million.

 The Preliminary Price Range does not take into account the current lack of
liquidity for the Company’s Common Stock and assumes a successful IPO with no weighting attributed to any other outcomes for the Company’s business, such as remaining a privately held company, being acquired in a transaction or all
together failing its clinical programs with a resulting liquidation. The Preliminary Price Range is based in part upon the Company’s prospects, the outlook for the biopharmaceutical industry, the general condition of the securities markets, the
recent market prices of, and the demand for, publicly traded shares of generally comparable companies in the biopharmaceutical industry, input received from the Company’s “testing the waters meetings” from June 4 through
June 24, 2020, and input received from Cowen and

 CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY

 BRACKETED ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE

 COMMISSION PURSUANT TO 17 CFR §200.83

 NKX-2

 CONFIDENTIAL TREATMENT REQUESTED BY NKARTA, INC.

Company, LLC, Evercore Group L.L.C. and Stifel, Nicolaus & Company, Incorporated, the lead underwriters for the Company’s IPO (the “Representatives”). The
Preliminary Price Range also assumes the issuance of 27,066,206 shares of the Company’s Series B convertible preferred stock for aggregate proceeds of $64.4 million in the second tranche closing of the Company’s Series B convertible
preferred stock financing expected to occur on or around July 1, 2020 and the acceptance of the Company’s Investigational New Drug (“IND”) application, which was filed on May 29, 2020. The Company notes that,
as is typical in IPOs, the Preliminary Price Range for the Company’s IPO was not derived using a formal determination of fair value, but was determined by discussions between the Company and the Representatives based on the assessment of the
foregoing factors.

 The Company will include a narrower bona fide price range of the Common Stock, which the Company expects to be a two-dollar range within the Preliminary Price Range, as well as the terms of the Reverse Stock Split, in an amendment to the Registration Statement that the Company expects to file prior to the commencement of the
Company’s roadshow. However, the parameters of the bona fide price range will be subject to then-current market conditions, continuing discussions with the Representatives and material business developments impacting the Company. In addition,
as the price range is subject to the volatility in the securities markets, in particular the volatility experienced in the market by recent IPO issuers, there is a possibility that the bona fide price range for the IPO may fall outside of the
Preliminary Price Range. In any event, the Company confirms to the Staff that the bona fide price range will comply with Item 501(b)(3) of Regulation S-K and CD&I 134.04.

Common Stock Valuation Methodologies

As there has been no public market for the Common Stock to date, the estimated fair value of Common Stock for purposes of granting equity
awards has been determined by the Company’s board of directors (the “Board”), as of the date of each option grant, with input from management, considering the Company’s (i) most recent arm’s-length sales of its convertible preferred stock, (ii) most recent third-party valuation of its Common Stock, as well as (iii) the Board’s assessment of additional objective and subjective
factors that the Board believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant.

The third-party valuations of the Common Stock that the Board considered in making its determinations were prepared in accordance with the
American Institute of Certified Public Accountants Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Guide”), which prescribes several valuation approaches for determining the
value of an enterprise, such as the cost, market and income approaches, and various methodologies for allocating the value of an enterprise to its capital structure and specifically the common stock.

 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY

 BRACKETED ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO 17 CFR §200.83

 NKX-3

 CONFIDENTIAL TREATMENT REQUESTED BY NKARTA, INC.

 At each grant date, the Board also evaluated any recent events and their potential impact on
the estimated fair value per share of the Common Stock. For grants of stock awards made on dates for which there was no contemporaneous independent third-party valuation, the Board determined the estimated fair value of the Common Stock on the date
of grant taking into consideration the immediately preceding valuation report as well as other pertinent information available to it at the time of the grant. The Board considered various objective and subjective factors to determine the estimated
fair value of the Common Stock as of each grant date, including:

•

 the prices at which the Company sold shares of its convertible preferred stock in 2017 and 2019 and the superior
rights and preferences of the convertible preferred stock relative to the Common Stock at the time of each Common Stock option grant;

•

 the progress of the Company’s research and development efforts;

•

 the Company’s stage of development and its business strategy;

•

 external market conditions affecting the biopharmaceutical industry;

•

 the Company’s financial position, including cash and cash equivalents on hand, and its historical and
forecasted operating results;

•

 the lack of an active public market for the Common Stock and the Company’s convertible preferred stock;

•

 the composition of, and changes to, the Company’s management team and Board;

•

 the likelihood of achieving a liquidity event, such as an IPO, given prevailing market conditions;

•

 the Company’s IPO timeline and related activities; and

•

 the analysis of IPOs and the market performance of similar companies in the biopharmaceutical industry.

 Set forth below in this letter is a discussion of each valuation and option grant since January 1, 2019, along
with a comparison of the most recent estimated fair value of the Common Stock to the mid-point.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY

BRACKETED ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO 17 CFR §200.83

 NKX-4

 CONFIDENTIAL TREATMENT REQUESTED BY NKARTA, INC.

 Common Stock Valuations and Stock Option Grants1

 From January 31, 2019 through the quarter ended March 31, 2020, the Company granted stock options as follows:

Grant Date

Number of
Shares Subject
to Options
Granted

Per Share
Exercise Price of
Options

Fair Value per
Common Share
on Grant Date

Per Share
Estimated Fair
Value of Options

May 10, 2019

251,000

$
1.29

$
1.29

$
0.91

September 5, 2019

6,949,400

$
1.05

$
1.05

$
0.73

September 15, 2019

88,000

$
1.05

$
10.5

$
0.74

November 21, 2019

711,000

$
0.92

$
0.92

$
0.64

December 27, 2019

13,000

$
0.92

$
0.92

$
0.64

March 23, 2020

496,000

$
1.16

$
1.16

$
0.79

March 27, 2020

111,000

$
1.16

$
1.16

$
0.79

 April 30, 2019 Valuation and May 10, 2019 Stock Option Grants

On May 10, 2019, the Company granted options to purchase a total of 251,000 shares of Common Stock at an exercise price of $1.29 per
share. The Board determined the estimated fair value of the Common Stock at the time of the grant was $1.29 per share based on a number of factors, including the April 30, 2019 409A valuation by an independent third party (the “April
Valuation”).

 For the April Valuation, the Company utilized the PWERM as described in the Registration Statement to derive
the implied equity value for the Company. The PWERM was selected as the Company had not completed any recent financings on which to base an analysis. The Company’s assignment of a total probability of 50% to a future IPO and use of a
scenario-based analysis which considered future possible outcomes was considered the most appropriate approach at this time. Moreover, the scenario-based model allowed the Company to model the uncertainty around an upcoming private financing,
incorporating both a Series A and a Series B alternative. In utilizing the PWERM, the Company modeled future clinical and financing scenarios as well as potential exit paths in the form of four probability weighted scenarios. The concluded Common
Stock value was $1.29 at the non-marketable, minority level of value.

 August 27, 2019 Valuation and
September 5, 2019 and September 15, 2019 Stock Option Grants

 On September 5, 2019 and September 15, 2019, the
Company granted options to purchase a total of 7,037,400 shares of Common Stock at an exercise price of $1.05 per share. The Board determined the estimated fair value of the Common Stock at the time of the grants was $1.05 per share based on a
number of factors, including the August 27, 2019 409A valuation by an independent third party (the “August Valuation”).

1
 All per share values in this section are presented on a pre-split
basis.

 CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY

 BRACKETED ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO 17 CFR §200.83

 NKX-5

 CONFIDENTIAL TREATMENT REQUESTED BY NKARTA, INC.

 For the August Valuation, the Company utilized the OPM methodology, as described in the
Registration Statement, which was based in large part on the August 27, 2019 pricing of the Series B convertible preferred stock financing (the “Series B Financing”), to derive the implied equity value for the Company.
Within the OPM framework, the back solver method for inferring equity value implied by a recent financing transaction involves making assumptions for the expected time to liquidity, volatility, and risk-free rate and then solving for the value of
the equity such that the implied value for the most recent financing equals the amount paid. This method was selected as the Company concluded that the contemporaneous Series B Financing was an arm’s length transaction. The Series B Financing
was structured as a tranched transaction, affording the initial investors in the Series B Financing the right or obligation, depending on certain outcomes, to participate in a second tranche of the Series B Financing. The OPM back solve model was
designed to take into account these features of the second tranche and the related tranche derivative. The concluded Common Stock value was $1.05 at the non-marketable, minority level of value.

As noted in the table above, since January 1, 2019 and through the date of this letter, approximately eighty one percent of the
Company’s total stock option grants was made during September 2019, following the closing of the Company’s Series B Financing in August 2019.

September 30, 2019 Valuation and November 21, 2019 and December 27, 2019 Stock Option Gran

CORRESP
1
filename1.htm

SEC Response Letter

 O’Melveny & Myers LLP

 Two
Embarcadero Center

 28th Floor

San Francisco, CA 94111-3823

 T: +1 415 984 8700

 F: +1 415 984 8701

omm.com

 File Number:

 0625190-00004

 VIA EDGAR

 June 19,
2020

 Ms. Tara Harkins

 Ms. Jeanne Baker

Mr. David Lin, Esq.

 Mr. Michael Clampitt, Esq.

Division of Corporation Finance

 Office of Life Sciences

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Dear Ms. Harkins, Ms. Baker,
Mr. Lin and Mr. Clampitt:

 Nkarta, Inc. (CIK No. 0001787400)

Response to the Staff’s Comments on Amendment No. 2 to Draft Registration Statement on Form S-1 Confidentially Submitted on May 18, 2020

 On behalf of our client, Nkarta, Inc., a Delaware corporation (the “Company”), we are hereby submitting to the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated May 29, 2020 regarding the
Company’s amendment no. 2 to the draft registration statement on Form S-1 confidentially submitted via EDGAR to the Commission on May 18, 2020 (the “Draft Registration Statement”).

Concurrently with the submission of this letter, the Company is submitting its revised registration statement on Form S-1 (the “Revised Registration
Statement”) and certain exhibits via EDGAR to the Commission for review.

 To facilitate the Staff’s review, we have separately delivered to the
Staff today five courtesy copies of the Revised Registration Statement, marked to show changes to the Draft Registration Statement, and two copies of the submitted exhibits.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised
Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

Century City • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

 Registration Statement on Form S-1

Contractual Obligations and Commitments, page 86

1.
 You indicate that the May 2020 second amendment to the lease agreement is not included in the operating
lease commitments as of March 31, 2020. If the cash lease payments under this amendment are material, please expand your footnote to present these payments using the same time frames stipulated in the table. We believe this information will
provided increased transparency on your long-term lease obligations. Refer to Item 303(a)(5) of Regulation S-K and footnote 46 to SEC Release No. 33-8350.

The Company has revised its disclosure on page 88 in response to the Staff’s comment.

Patents, Trademarks and Proprietary Technology, page 112

2.
 You disclose on pages 113 and F-16 that in August 2016, you entered into a license agreement with the
National University of Singapore and St. Jude Children’s Research Hospital, Inc., which could require that you make milestone payments to the licensors upon the completion of “certain regulatory and commercial milestones.” Please
revise to describe such milestones in greater detail, and if applicable, how they will be calculated. Also please provide more detailed disclosure regarding the “certain performance objectives which obligate the Company to meet various
milestones over time,” including the approximate timeframe involved.

 The Company has revised
its disclosure on pages 116-117 and F-16 in response to the Staff’s comment.

 Financial Statements as of December 31, 2019

Balance Sheet, page F-3

3.
 Please revise to remove your pro forma stockholders’ equity as of December 31, 2019. Refer to Rule
11-02(c)(1) of Regulation S-X.

 The Company has revised its disclosure on page F-3 in response to the
Staff’s comment.

 Condensed Financial Statements as of March 31, 2020

Note 13. Subsequent Events, page F-50

4.
 You indicate that in May 2020, the Company signed a second amendment to your lease agreement. Please expand
your disclosures to provide the material terms of the amendment so that readers may understand the significant rights and obligations under the amended lease. Refer to ASC 842-20-50-3b.

The Company has revised its disclosure on pages F-49 and F-50 in response to the Staff’s comment.

 2

*

*                                         *

If you have any questions regarding the Revised Registration Statement, please contact Eric Sibbitt by telephone at 415-984-8777 or via e-mail at
esibbitt@omm.com, Sydney Ryan, by telephone at 415-984-8908 or via email at sryan@omm.com, or Frances D. Schulz, the audit engagement partner at Ernst & Young LLP, by telephone at 650-802-4510 or via email at fran.schulz@ey.com.
Ernst & Young LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Eric Sibbitt

 Enclosures

 cc: Paul Hastings,
President and Chief Executive Officer of the Company

 Dr. Matthew Plunkett, Chief Financial Officer of the Company

Sydney Ryan, Esq., Associate, O’Melveny & Myers LLP

Frances D. Schulz, Partner, Ernst & Young LLP

 Chris
Forrester, Partner, Shearman & Sterling LLP

 3

United States securities and exchange commission logo
May 29, 2020
Paul Hastings
Chief Executive Officer
Nkarta, Inc.
6000 Shoreline Court, Suite 102
South San Francisco, CA 94080
Re:Nkarta, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted on May 19, 2020
CIK No. 0001787400
Dear Mr. Hastings:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment 2 to DRS Form S-1 Submitted on May 19, 2020
Contractual Obligations and Commitments, page 86
1.You indicate that the May 2020 second amendment to the lease agreement is not included
in the operating lease commitments as of March 31, 2020.  If the cash lease payments
under this amendment are material, please expand your footnote to present these payments
using the same time frames stipulated in the table.  We believe this information will
provided increased transparency on your long-term lease obligations.  Refer to Item
303(a)(5) of Regulation S-K and footnote 46 to SEC Release No. 33-8350.
Patents, Trademarks and Proprietary Technology, page 112

 FirstName LastNamePaul Hastings
 Comapany NameNkarta, Inc.
 May 29, 2020 Page 2
 FirstName LastName
Paul Hastings
Nkarta, Inc.
May 29, 2020
Page 2
2.You disclose on pages 113 and F-16 that in August 2016, you entered into a license
agreement with the National University of Singapore and St. Jude Children’s Research
Hospital, Inc., which could require that you make milestone payments to the licensors
upon the completion of "certain regulatory and commercial milestones."  Please revise to
describe such milestones in greater detail, and if applicable, how they will be calculated.
Also please provide more detailed disclosure regarding the "certain performance
objectives which obligate the Company to meet various milestones over time," including
the approximate timeframe involved.
Financial Statements as of December 31, 2019
Balance Sheet, page F-3
3.Please revise to remove your pro forma stockholders' equity as of December 31, 2019.
Refer to Rule 11-02(c)(1) of Regulation S-X.
Condensed Financial Statements as of March 31, 2020
Note 13. Subsequent Events, page F-50
4.You indicate that in May 2020, the Company signed a second amendment to your lease
agreement.  Please expand your disclosures to provide the material terms of the
amendment so that readers may understand the significant rights and obligations under the
amended lease.  Refer to ASC 842-20-50-3b.

            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

United States securities and exchange commission logo
April 28, 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
Draft Registration Statement on Form S-1
Submitted April 20, 2020
CIK No. 0001787400
Dear Mr. Hastings:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Amendment 1 to Form S-1
Prospectus Summary, page 1
1.Please revise the Summary section to highlight the auditor's explanatory paragraph
regarding your ability to continue as a going concern.  Also please include a risk factor
discussing the material risks associated with this fact.
Capitalization, page 67
2.Please correct the inconsistency related to the pro forma common stock shares issued and
outstanding as presented within this table to the pro forma common stock shares presented
on page F-3.

 FirstName LastNamePaul Hastings
 Comapany NameNkarta, Inc.
 April 28, 2020 Page 2
 FirstName LastName
Paul Hastings
Nkarta, Inc.
April 28, 2020
Page 2

Management's Discussion and Analysis
Research and development, page 77
3.We note your response to prior comment 3.   Please expand your disclosures to quantify
the material cost components underlying the research and development costs incurred for
each period presented.
Business
Patents, Trademarks and Proprietary Technology, page 109
4.We note your revised disclosure on pages 109 - 110 in response to comment 8.  Please
further revise to specify the expiration dates for the most significant patents relating to
your NK cell engineering platform and each product candidate.
            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

March 23, 2020
Paul Hastings
Chief Executive Officer
Nkarta, Inc.
6000 Shoreline Court, Suite 102
South San Francisco, CA 94080
Re:Nkarta, Inc.
Draft Registration Statement on Form S-1
Submitted February 28, 2020
CIK No. 0001787400
Dear Mr. Hastings:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note that your pipeline tables on pages 3 and 83 include two programs that are in
preclinical discovery.  We also note that you discuss these programs very briefly in the
prospectus and have not provided any milestones for the NK+T discovery program. Please
provide us your analysis as to why you believe these programs are material enough to be
included in your pipeline table.   Also please revise your pipeline tables to include a
column for each of Phases 1, 2, and 3.
Use of Proceeds, page 62
2.Refer to the fourth bullet point on page 62.  Please specify how far in the development of

 FirstName LastNamePaul Hastings
 Comapany NameNkarta, Inc.
 March 23, 2020 Page 2
 FirstName LastNamePaul Hastings
Nkarta, Inc.
March 23, 2020
Page 2
each of your "other pipeline candidates" you expect to reach with the proceeds of the
offering.  To the extent any material amounts of other funds are necessary to accomplish
the specified purposes, state the amounts and sources of other funds needed for each
specified purpose and the sources. Refer to Instruction 3 to Item 504 of Regulation S-K.
Management's Discussion and Analysis
Research and Development Expenses, page 74
3.You disclosed multiple drug candidates with multiple indications and that research and
development is a significant aspect of your business.  Please expand to provide more
detail for your research and development expenses during each period presented,
including but not limited to, by drug candidates and/or by indications, as well as by the
nature of the expenses.
Critical Accounting Policies and Significant Judgments and Estimates, page 77
4.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances since
January 1, 2019 and the reasons for any differences between the recent valuations of your
common stock leading up to the IPO and the estimated offering price. This information
will help facilitate our review of your accounting for equity issuances, including stock
compensation.
Business, page 82
5.Please revise to identify the published research to which you refer throughout this section.
As examples only, we note your reference to a "recent academic publication" in the
penultimate paragraph on page 82 and other published clinical trial results at the bottom of
pages 87 and 88.
NKX101 for Blood Cancers, page 97
6.We note your disclosure that in 2019, you "held a formal pre-IND meeting with the FDA,
and [your] current clinical plans are based on agreement and discussion from this
meeting."  Please summarize the nature of the discussions, relevant feedback from the
FDA and other material information that was communicated among the parties.
Manufacturing, page 102
7.We note your disclosure on page 103 that you are constructing a 2,700 square feet cGMP
facility within your primary corporate location in South San Francisco, California. Please
revise to disclose the current status thereof and estimated costs to complete the same.
Patents, Trademarks and Proprietary Technology, page 103
8.Please revise to disclose in greater detail your material patents or patent applications,
including any patents or patent applications relating to your NK cell engineering platform

 FirstName LastNamePaul Hastings
 Comapany NameNkarta, Inc.
 March 23, 2020 Page 3
 FirstName LastNamePaul Hastings
Nkarta, Inc.
March 23, 2020
Page 3
and your product candidates.  For each such material patent or patent application, please
disclose (1) whether the patents relate to your NK cell engineering platform or the specific
product(s) to which such patents or patent applications relate (e.g., NKX101, NKX019,
etc.); (2) whether the patents are owned or licensed from National University Singapore
and St. Jude or other third parties; (3) the type of patent protection; (4) patent expiration
dates and expected expiration dates for patent applications; and (5) the jurisdictions where
such patents were issued and such patent applications are pending.
Competition, page 118
9.We note your disclosure that your competitors may obtain FDA or other regulatory
approval for their products more rapidly than you do.  To the extent known, please
disclose the stage of development of competing product candidates.
Description of Capital Stock
Forum Selection Clause, page 146
10.Your disclosure on page 146 and related risk factor disclosure on pages 57 - 58 state that
your certificate of incorporation and bylaws include a provision designating a state court
located within the State of Delaware as the exclusive forum for certain proceedings,
including derivative actions brought on behalf of the company.  Please revise to
disclose whether this provision applies to actions arising under the Securities Act and/or
the Exchange Act.  If so, please also revise to state that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder.  If the provision
applies to Securities Act claims, please also state that there is uncertainty as to whether a
court would enforce such provision.  Also ensure that the exclusive forum provision in
your certificate of incorporation and bylaws clarifies its applicability.  We may have
further comments based on your revisions.
Index to Financial Statements, page F-1
11.Please update your financial statements as required under Rule 3-12 of Regulation S-X.
General
12.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNamePaul Hastings
 Comapany NameNkarta, Inc.
 March 23, 2020 Page 4
 FirstName LastName
Paul Hastings
Nkarta, Inc.
March 23, 2020
Page 4
            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