Current Report Filing (8-k)
November 23 2018 - 4:40PM
Edgar (US Regulatory)
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): November 21, 2018
Akcea Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38137
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47-2608175
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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22 Boston Wharf Road
9
th
Floor
Boston, Massachusetts
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02210
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (617)
207-0202
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c)
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Adoption of Amendment to Equity Incentive Plan
On September 28, 2018, the Board of Directors of Akcea Therapeutics, Inc. (the
Company
) adopted an amendment to
the Akcea Therapeutics, Inc. 2015 Equity Incentive Plan, as amended (the
2015 Plan
), to increase the number of shares of common stock reserved for issuance thereunder by 5,000,000 shares (the
2015 Plan
Amendment
). The 2015 Plan Amendment was subsequently approved by written consent on November 21, 2018 (the
Written Consent
) by Ionis Pharmaceuticals, Inc. (the
Majority
Stockholder
), the holder of 67,383,965 shares of common stock representing approximately 75% of the Companys issued and outstanding stock entitled to vote on November 21, 2018 (the
Record Date
). The
Written Consent is described in more detail in Item 5.07 below.
The actions taken pursuant to the Written Consent will become effective
on the twentieth calendar day following the date the Company makes available its Information Statement on Schedule 14C (the
Information Statement
) to the Companys stockholders holding issued and outstanding common
stock as of the Record Date. The Company expects to file the Information Statement with the U.S. Securities and Exchange Commission on or about November 28, 2018.
A summary of the material terms of the 2015 Plan, as amended by the 2015 Plan Amendment, is set forth in the Information Statement. Those
summaries are qualified in their entirety to the text of the 2015 Plan as amended by the 2015 Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by
reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On November 21, 2018, the Majority Stockholder adopted the following proposal via the Written Consent. The Written Consent will become
effective on the twentieth calendar day following the date the Company makes available the Information Statement to the Companys stockholders holding issued and outstanding stock as of the Record Date. The Company expects to file the
Information Statement with the U.S. Securities and Exchange Commission on or about November 28, 2018.
Proposal 1: Approval of an Amendment to the
Companys 2015 Equity Incentive Plan
The Majority Stockholder approved the 2015 Plan Amendment to increase the number
of shares of common stock reserved for issuance thereunder by 5,000,000.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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 hereunto duly authorized.
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AKCEA THERAPEUTICS, INC.
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Date: November 23, 2018
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By:
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/s/ Paula Soteropoulos
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Paula Soteropoulos
Chief Executive
Officer
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