--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-296537" form_type: "8-K" ticker: null cik: "0001722271" company_name: "Akouos, Inc." filed_at: "2022-12-01T23:59:59+00:00" generated_at: "2026-06-21T10:59:55.046266+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Lilly completes acquisition of Akouos for $12.50/share + CVR; AKUS to be delisted ## Summary - 81.1% of shares (29,992,668) validly tendered; Minimum Tender Condition satisfied. - Stockholders receive $12.50 cash per share plus one CVR worth up to $3.00 per share. - Merger effective Dec 1, 2022; Akouos now a wholly-owned subsidiary of Eli Lilly. - Pre-merger board (Mathers, Parmar, Preston, et al.) resigned; new directors appointed. - Common stock trading suspended on Nasdaq; company will file Form 25 to delist and deregister. ## SEC filing metadata - accession: 0001193125-22-296537 - form_type: 8-K - cik: 0001722271 - company_name: Akouos, Inc. - filed_at: 2022-12-01T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/d431190d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-296537 - JSON: https://secwatch.observer/filing/0001193125-22-296537.json - Plain text: https://secwatch.observer/filing/0001193125-22-296537.txt ## Key facts - Executive change Michael C. Thompson was appointed as Treasurer at Akouos, Inc.. - Action: became - Role: Treasurer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Emmanuel Simons resigned as Director at Akouos, Inc.. - Action: resigned - Role: Director source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Saira Ramasastry resigned as Director at Akouos, Inc.. - Action: resigned - Role: Director source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Heather Preston resigned as Director at Akouos, Inc.. - Action: resigned - Role: Director source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Michael C. Thompson was appointed as Director at Akouos, Inc.. - Action: became - Role: Director source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Chris Anderson was appointed as Secretary at Akouos, Inc.. - Action: became - Role: Secretary source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Katie Lodato was appointed as Assistant Treasurer at Akouos, Inc.. - Action: became - Role: Assistant Treasurer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Chris Anderson was appointed as Director at Akouos, Inc.. - Action: became - Role: Director source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Philip L. Johnson was appointed as Director at Akouos, Inc.. - Action: became - Role: Director source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Jonathan Groff was appointed as Assistant Secretary at Akouos, Inc.. - Action: became - Role: Assistant Secretary source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Philip L. Johnson was appointed as President at Akouos, Inc.. - Action: became - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Vicki Sato resigned as Director at Akouos, Inc.. - Action: resigned - Role: Director source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Kush M. Parmar resigned as Director at Akouos, Inc.. - Action: resigned - Role: Director source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Edward T. Mathers resigned as Director at Akouos, Inc.. - Action: resigned - Role: Director source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Executive change Arthur O. Tzianabos resigned as Director at Akouos, Inc.. - Action: resigned - Role: Director source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Governance Changes Akouos, Inc.: Certificate of incorporation amended and restated in its entirety effective at the Effective Time. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Governance Changes Akouos, Inc.: Bylaws amended and restated in their entirety effective immediately after the Effective Time. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - M&A Transactions 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 source text: ”) 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1722271/000119312522296537/0001193125-22-296537-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.