0001104659-22-124140.txt : 20221202
0001104659-22-124140.hdr.sgml : 20221202
20221202165045
ACCESSION NUMBER: 0001104659-22-124140
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221130
FILED AS OF DATE: 20221202
DATE AS OF CHANGE: 20221202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Simons Emmanuel
CENTRAL INDEX KEY: 0001815162
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39343
FILM NUMBER: 221442694
MAIL ADDRESS:
STREET 1: C/O AKOUOS, INC.
STREET 2: 645 SUMMER STREET SUITE 200
CITY: BOSTON
STATE: MA
ZIP: 02210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Akouos, Inc.
CENTRAL INDEX KEY: 0001722271
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1130
BUSINESS ADDRESS:
STREET 1: 645 SUMMER STREET, SUITE 200
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 857-410-1818
MAIL ADDRESS:
STREET 1: 645 SUMMER STREET, SUITE 200
CITY: BOSTON
STATE: MA
ZIP: 02210
4
1
tm2231851-7_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-11-30
1
0001722271
Akouos, Inc.
AKUS
0001815162
Simons Emmanuel
C/O AKOUOS, INC.
645 SUMMER STREET SUITE 200
BOSTON
MA
02210
1
1
0
0
Chief Executive Officer
Common Stock
2022-11-30
4
U
0
272582
D
0
D
Stock Option (right to buy)
0.84
2022-12-01
4
D
0
111561
D
2028-09-20
Common Stock
111561
0
D
Stock Option (right to buy)
2.32
2022-12-01
4
D
0
165103
D
2029-10-17
Common Stock
165103
0
D
Stock Option (right to buy)
7.38
2022-12-01
4
D
0
750676
D
2030-05-11
Common Stock
750676
0
D
Stock Option (right to buy)
5.89
2022-12-01
4
D
0
380000
D
2032-02-14
Common Stock
380000
0
D
Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Kearny Acquisition Corporation ("Merger Sub"), dated as of October 17, 2022, these shares of common stock, par value $0.0001 per share, of the Issuer ("Shares") were tendered prior to the Expiration Date (as defined in the Merger Agreement) and disposed of at the Acceptance Time (as defined in the Merger Agreement) in exchange for (i) $12.50 per Share, net to the stockholder in cash, without interest (the "Cash Consideration") and less any applicable tax withholding, plus [Continued on Note 2]
[Continuation of Note 1] (ii) one non-tradable contingent value right ("CVR") per Share, which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Parent, Merger Sub, Computershare Inc. and Computershare Trust Company, N.A.
At the effective time of the merger (the "Effective Time"), pursuant to the Merger Agreement, each outstanding option to purchase Shares having an exercise price less than $12.50 per Share, whether or not vested, was cancelled and converted into the right to receive (x) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (A) the total number of Shares subject to such option immediately prior to the Effective Time multiplied by (B) the excess, if any, of the Cash Consideration over the applicable exercise price per Share under such option and (y) one CVR for each Share subject to such option immediately prior to the Effective Time (without regard to vesting).
/s/ Karoline Shair, attorney-in-fact
2022-12-02