8-K

AKCEA THERAPEUTICS, INC.

Date: October 23, 2019

/s/ Damien McDevitt

Damien McDevitt

Interim Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2019

Akcea Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38137

47-2608175

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

22 Boston Wharf Road

9^th Floor Boston, MA

02210

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 207-0202

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock

AKCA

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 23, 2019, Akcea Therapeutics, Inc. (the “Company”) announced the promotion of Kyle Jenne to Chief Commercial Officer of the Company.

Mr. Jenne, age 43, joined the Company in May 2017 as the U.S. commercial head and built the Company’s first sales force and executed the successful launch of TEGSEDI in the United States. With two decades of commercial experience in the biopharmaceutical industry, Mr. Jenne has led the build-out and leadership of organizations in many therapeutic areas, including cardiovascular and lipid-driven diseases, rare diseases and oncology. Prior to joining the Company, Mr. Jenne held leadership positions at Acorda Therapeutics from October 2011 to December 2015, at Pfizer Inc. from August 2005 to September 2011, and at Mallinckrodt Pharmaceuticals from December 2015 to May 2017, and was responsible for the design, development and implementation of patient support programs and payer strategies in the U.S. for rare disease products. Mr. Jenne holds a BS in marketing from Arizona State University.

In connection with Mr. Jenne’s promotion to the Company’s Chief Commercial Officer, the Company entered into a written offer letter dated October 15, 2019 (the “Offer Letter”) with Mr. Jenne. Pursuant to the Offer Letter, Mr. Jenne is entitled to receive:

•

An annual base salary of $400,000, and is eligible to receive an annual performance bonus, with a target bonus amount equal to 40% of his base salary under the Company’s Management by Objectives program;

•

A stock option exercisable for up to 50,000 shares of the Company’s common stock, vesting over a four-year period, under the Company’s 2015 Equity Incentive Plan;

•

A restricted stock unit award for 25,000 shares of the Company’s common stock, vesting over a four-year period, under the Company’s 2015 Equity Incentive Plan; and

•

Eligibility to participate in the Company’s employee benefit plans, subject to the terms of those plans.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the copy of such document filed as Exhibit 10.1 to this Current Report on Form 8-K.

On October 21, 2019, the Company and Mr. Jenne also entered into a severance benefit agreement (the “Severance Benefit Agreement”). Under the terms of the Severance Benefit Agreement, Mr. Jenne will be eligible to receive medical benefit continuation, and a lump sum severance payment equal to (i) 12 months of his then-current base salary if his employment is terminated without cause or by him for good reason, or (ii) if, as a result of a change in control (as defined in the Severance Benefit Agreement) of the Company, his employment is terminated without cause or by him for good reason, 18 months of his then-current base salary plus an amount equal to his target annual cash performance bonus for the year of termination multiplied by a fraction set forth in the Severance Benefit Agreement. In addition, if, in connection with a change in control, an equity award granted to Mr. Jenne is assumed or continued by the acquirer entity but his employment is terminated without cause or by him for good reason, or an equity award granted to Mr. Jenne is not assumed or continued by the acquirer entity (or substituted for a similar award of the acquirer entity), then any unvested portion of the equity award will become vested effective immediately prior to the consummation of such change in control.

The Severance Benefit Agreement will remain in effect as long as Mr. Jenne continues to be employed by the Company. As a condition to receiving payments under the Severance Benefit Agreement, Mr. Jenne is required to return all of the Company’s property and sign an agreement releasing the Company from liability. The foregoing description of the Severance Benefit Agreement does not purport to be complete and is qualified in its entirety by the full text of such document, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Mr. Jenne will also be entitled to enter into the Company’s standard form of indemnification agreement.

There are no family relationships between Mr. Jenne and any director or executive officer of the Company, and Mr. Jenne is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing descriptions of the 2015 Equity Incentive Plan and form of indemnification agreement do not purport to be complete and are qualified in their entirety by the full text of the 2015 Equity Incentive Plan and form of indemnification agreement, copies of which are filed as Exhibits 10.2 and 10.3, respectively, to the Company’s Current Report on Form 8-K filed September 5, 2017, both of which are incorporated by into this Item 5.02 by reference herein.

A copy of the Company’s press release regarding Mr. Jenne’s promotion to Chief Commercial Officer of the Company is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


10.1		Kyle Jenne Offer Letter

10.2		Kyle Jenne Severance Benefit Agreement

99.1		Press Release dated October 23, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.