secwatch / observer
8-K filed December 1, 2022, 6:59 PM ET CIK 0001722271
M&A confidence high sentiment positive materiality 1.00

Akouos, Inc.: M&A transaction — Lilly completes acquisition of Akouos for $12.50/share + CVR; AKUS to be delisted

Akouos, Inc.

item 1.02item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 8.01item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Michael C. Thompson

Treasurer
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
Departed

Emmanuel Simons

Director
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Departed

Saira Ramasastry

Director
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Departed

Heather Preston

Director
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Appointed

Michael C. Thompson

Director
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
(ii) Philip L. Johnson, Chris Anderson and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.
Appointed

Chris Anderson

Secretary
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
Appointed

Katie Lodato

Assistant Treasurer
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
Appointed

Chris Anderson

Director
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
(ii) Philip L. Johnson, Chris Anderson and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.
Appointed

Philip L. Johnson

Director
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
(ii) Philip L. Johnson, Chris Anderson and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.
Appointed

Jonathan Groff

Assistant Secretary
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
Appointed

Philip L. Johnson

President
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
Departed

Vicki Sato

Director
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Departed

Kush M. Parmar

Director
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Departed

Edward T. Mathers

Director
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
Departed

Arthur O. Tzianabos

Director
Akouos, Inc.
Effective
2022-12-01
Filed
December 1, 2022, 6:59 PM ET
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Michael C. Thompson was appointed as Treasurer at Akouos, Inc..

Action
became
Role
Treasurer
Exact text from the filing
In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Emmanuel Simons resigned as Director at Akouos, Inc..

Action
resigned
Role
Director
Exact text from the filing
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Saira Ramasastry resigned as Director at Akouos, Inc..

Action
resigned
Role
Director
Exact text from the filing
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Heather Preston resigned as Director at Akouos, Inc..

Action
resigned
Role
Director
Exact text from the filing
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Michael C. Thompson was appointed as Director at Akouos, Inc..

Action
became
Role
Director
Exact text from the filing
(ii) Philip L. Johnson, Chris Anderson and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Chris Anderson was appointed as Secretary at Akouos, Inc..

Action
became
Role
Secretary
Exact text from the filing
In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Katie Lodato was appointed as Assistant Treasurer at Akouos, Inc..

Action
became
Role
Assistant Treasurer
Exact text from the filing
In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Chris Anderson was appointed as Director at Akouos, Inc..

Action
became
Role
Director
Exact text from the filing
(ii) Philip L. Johnson, Chris Anderson and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Philip L. Johnson was appointed as Director at Akouos, Inc..

Action
became
Role
Director
Exact text from the filing
(ii) Philip L. Johnson, Chris Anderson and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jonathan Groff was appointed as Assistant Secretary at Akouos, Inc..

Action
became
Role
Assistant Secretary
Exact text from the filing
In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Philip L. Johnson was appointed as President at Akouos, Inc..

Action
became
Role
President
Exact text from the filing
In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Vicki Sato resigned as Director at Akouos, Inc..

Action
resigned
Role
Director
Exact text from the filing
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Kush M. Parmar resigned as Director at Akouos, Inc..

Action
resigned
Role
Director
Exact text from the filing
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Edward T. Mathers resigned as Director at Akouos, Inc..

Action
resigned
Role
Director
Exact text from the filing
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Arthur O. Tzianabos resigned as Director at Akouos, Inc..

Action
resigned
Role
Director
Exact text from the filing
(i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Akouos, Inc.: Certificate of incorporation amended and restated in its entirety effective at the Effective Time.

Change
charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Akouos, Inc.: Bylaws amended and restated in their entirety effective immediately after the Effective Time.

Change
bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Akouos, Inc. underwent a change of control involving Eli Lilly and Company for $12.50 per Share in cash plus one non-tradable contingent value right per Share (closed 2022-12-01).

Action
change of control
Counterparty
Eli Lilly and Company
Consideration
$12.50 per Share in cash plus one non-tradable contingent value right per Share
Closing
2022-12-01
Exact text from the filing
”) to purchase all of the issued and outstanding shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest (the “ Cash Consideration ”) and less any applicable tax withholding, plus (b) one non-tradable contingent value right
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Akouos, Inc. terminated Amended and Restated Investors’ Rights Agreement with the investors listed on Schedule A thereto (effective 2022-12-01).

Action
termination
Counterparty
the investors listed on Schedule A thereto
Effective
2022-12-01
Exact text from the filing
On December 1, 2022, in connection with the consummation of the Merger, the Company terminated the Amended and Restated Investors’ Rights Agreement, dated as of February 27, 2020, by and among the Company and the investors listed on Schedule A thereto.
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001193125-22-296537
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