Other Information.
−Removed: In connection with the reduction in workforce announced in April 2022 aimed at refocusing our strategic priorities around our commercial product, Auryxia, and our development portfolio, on May 5, 2022, we determined to implement a further reduction in workforce, consisting of several members of management.
−Removed: This action is another step in a cost savings plan to significantly reduce our expense profile in line with being a single commercial product company.
−Removed: This workforce reduction is expected to be substantially completed by the end of January 2023.
−Removed: Affected employees will be offered separation benefits, including severance payments, healthcare coverage and related benefits.
−Removed: We expect to record a restructuring charge of approximately $4.5 million primarily related to contractual termination benefits including severance, non-cash stock-based compensation expense, healthcare and related benefits primarily in the second quarter of 2022.
−Removed: We may incur additional costs not currently contemplated due to events associated with, or resulting from, this workforce reduction.
−Removed: The charge that we expect to incur in connection with this workforce reduction is an estimate and subject to a number of assumptions, and actual results may differ materially.
−Removed: On May 9, 2022, in connection with the workforce reduction described above, we also announced certain management transitions, including that we and Michel Dahan, our Chief Operating Officer, and Dell Faulkingham, our Chief Commercial Officer, have agreed that their employment with us will terminate effective January 23, 2023 and June 30, 2022, respectively, except in the case of Mr.
−Removed: Dahan in the event of certain specified events when his employment with us may terminate later, but in no event later than July 1, 2023.
−Removed: In connection with their departure, we will pay each of Mr.
−Removed: Dahan and Mr.
−Removed: Faulkingham the severance amounts to which they are each entitled pursuant to the terms of their previously disclosed executive severance agreements, in each case, subject to the execution of a release.
−Removed: In connection with the reduction in workforce, the Board approved a retention program designed to retain the employees required to support the Company following the reduction in workforce.
−Removed: The retention program consists of cash payments and/or grants of restricted stock units and options to certain of our employees, including certain of our named executive officers.
−Removed: As part of the retention program, on May 5, 2022, we entered into letter agreements with the following named executive officers:
−Removed: John Butler, the Company’s Chief Executive Officer, Mr.
−Removed: Dahan, and Steven Burke, M.D., the Company’s Chief Medical Officer, which provide Messrs.
−Removed: Butler and Dahan, and Dr.
−Removed: Burke the opportunity to earn cash bonuses under our Cash Incentive Plan upon the achievement of certain milestones in the amounts of $775,000, $150,000 and $150,000, respectively.
−Removed: Additionally, pursuant to their letter agreements, Mr.
−Removed: Dahan and Dr.
−Removed: Burke will each receive, on May 12, 2022, a restricted stock unit (“RSU”) grant for 200,000 shares of common stock and an option to purchase 200,000 shares of common stock.
−Removed: Dahan’s options and RSUs will vest in full upon achievement of a specified milestone, and Dr.
−Removed: Burke's options and RSUs will vest in full on the first anniversary of the grant date.
−Removed: The retention awards will accelerate in connection with a change in control of the Company.
3.1 Ninth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 28, 2014).
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3.3 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on March 28, 2014).
−Removed: 4.1# Investment Agreement between Akebia Therapeutics, Inc.
−Removed: and Vifor (International) Ltd., dated February 18, 2022 (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 1, 2022) .
−Removed: 10.1 First Amendment to One Marina Park Drive Office Lease, dated February 24, 2022, by and between Keryx Biopharmaceuticals, Inc.
−Removed: and CLPF One Marina Park Drive LLC (successor-in-interest to Fallon Cornerstone One MPD LLC) (incorporated by reference to Exhibit 10.1 0 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 1, 2022).
−Removed: 10.2 Assignment and Assumption Agreement, dated February 24, 2022, by and between Keryx Biopharmaceuticals, Inc.
−Removed: and Akebia Therapeutics, Inc.
−Removed: (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 1, 2022 ).
−Removed: 10.3† Amended and Restated Cash Incentive Plan, effective January 19, 2022 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 1, 2022).
−Removed: 10.4# Second Amended and Restated License Agreement, dated February 18, 2022, by and between Akebia Therapeutics, Inc.
−Removed: and Vifor (International) Ltd.
−Removed: (incorporated by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 1, 2022).
−Removed: 10.5# F irst Amendment and Waiver, dated February 18, 2022, by and among the Company, Biopharma Credit plc, BCPR Limited Partnership and Biopharma Credit Investments V (Master) LP (incorporated by reference to Exhibit 10.69 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 1, 2022).
−Removed: 10.6* Form of Officer Retention Letter Agreement .
+Added: 10.1 Form of Officer Retention Letter Agreement (incorporated by reference to Exhibit 10.
+Added: 6 to the Company’s Quarterly Report on Form 10-Q (001-36352), filed on May 9, 2022) .
10.2# Form of Retention and Separation Agreement for Michel Dahan and Nicole R.
−Removed: 10.8* Separation Agreement with Dell Faulkingham, dated May 5, 2022 .
+Added: Hadas (incorporated by reference to Exhibit 10.
+Added: 7 to the Company’s Quarterly Report on Form 10-Q (001-36352), filed on May 9, 2022) .
+Added: 10.3 Separation Agreement with Dell Faulkingham, dated May 5, 2022 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (001-36352), filed on May 9, 2022) .
10.4 Open Market Sale Agreement SM , dated April 7, 2022, by and between Akebia Therapeutics, Inc.
and Jefferies LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (001-36352), filed on April 7, 2022).
+Added: 10.5* Retention Agreement with David Spellman, dated June 22, 2022.
+Added: 10.6* Form of Officer Restricted Stock Unit Award Agreement under 2014 Incentive Plan ( Retention Awards) .
+Added: 10.7* Form of Officer Non-Statutory Stock Option Agreement under 2014 Incentive Plan ( Retention Awards).
+Added: 10.8*# Termination and Settlement Agreement, dated June 30, 2022, by and between the Company and Otsuka Pharmaceutical Co.
+Added: 10.9*# Second Amendment and Waiver, dated July 15, 2022, by and among the Company, Biopharma Credit plc, BCPR Limited Partnership and Biopharma Credit Investments V (Master) LP .
31.1* Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
10 unchanged sentences
# Indicates portions of the exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K
−Removed: † Indicates management contract or compensatory plan.
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.
AKEBIA THERAPEUTICS, INC.
+Added: August 4, 2022
President and Chief Executive Officer (Principal Executive Officer)
+Added: August 4, 2022
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
+Added: August 4, 2022
/s/ Violetta Cotreau
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.