What changed in this filing

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Item 5. Other Information

2023-08-28 compared with 2023-05-08 · 38 added, 24 removed, 22 unchanged (74% of the section changed)

Other Information.

As previously disclosed, on May 9, 2022, in connection with our workforce reduction, we entered into a retention and separation agreement with each of Michel Dahan, our Chief Operating Officer, and Nicole Hadas, our Chief Legal Officer.

Pursuant to the retention and separation agreements as amended on November 2, 2022, each of Mr.

Dahan and Ms.

Hadas would separate from the Company effective as of May 5, 2023, or, in the event of certain specified events, the effective date of their separation would extend to October 20, 2023.

On May 3, 2023, the Compensation Committee of the Board of Directors of the Company approved amendments to Mr.

Dahan’s and Ms.

Hadas’s separation agreements to, among other things, extend the termination effective date for Mr.

Dahan and Ms.

Specifically, the amendments extend the termination effective date for Mr.

Dahan and Ms.

Hadas to July 28, 2023 and, in the event of certain specified events, the effective date of each of their terminations may be extended up to January 26, 2024.

The amendments also increase Mr.

Dahan’s and Ms.

Hadas’s opportunity to earn cash bonuses under our Cash Incentive Plan upon the achieve of certain milestones from $150,000 to $300,000 in the case of Mr.

Dahan and from $150,000 to $250,000 in the case of Ms.

In addition, Mr.

Dahan and Ms.

Hadas will each receive, on May 12, 2023, an additional restricted stock unit, or RSU, grant for 200,000 shares of common stock and 100,000 shares of common stock, respectively.

The RSUs will vest as to one third (1/3) of the shares on each of the first, second and third anniversaries of the grant date, subject to the executive officers’ continued service with the Company through each such date, and will accelerate in connection with a change in control of the Company.

Rule 10b5-1—Director and Officer Trading Arrangements

From time to time, the Company's directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (Exchange Act)) engage in open-market transactions with respect to Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.

Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s insider trading policy, which requires that the transactions be in accordance with applicable U.S.

federal securities laws that prohibit trading while in possession of material nonpublic information.

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

None of the Company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

Immaterial Correction of Prior Period Financial Statements

As discussed in Note 3 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, the Company identified certain accounting errors relating to the recording and reporting of reserves for returns of the Company’s commercial product, Auryxia® (ferric citrate) at the time the Company acquired Keryx Biopharmaceuticals, Inc.

on December 12, 2018 and when calculating the product return reserves for subsequent annual and quarterly periods through March 31, 2023.

The Company determined that the errors were not material to any prior annual or interim period;

however, the Company determined that the effect of correcting the errors in the quarter ended June 30, 2023, would materially misstate the Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023.

As a results, the Company has revised the historical consolidated financial statements it previously issued with respect to the fiscal years ended December 31, 2022, 2021 and 2020 and interim periods.

Akebia Therapeutics, Inc.

| Form 10-Q | Page 93

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).

2 unchanged sentences

3.3 Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 28, 2023).

10.1* Amended and Restated Non-Employee Director Compensation Program, effective April 27 , 2023 .

10.2*# Amendment No.

5 to Master Manufacturing Services and Supply Agreement, dated February 28, 2023, by and between Keryx Biopharmaceuticals, Inc.

and Siegfried Evionnaz SA.

Form of Stock Appreciation Rights Award Agreement for officers.

10.1*# License Agreement, dated May 24, 2023, by and between the Company and MEDICE Arzneimittel Pütter GmbH & Co.

10.2*# Third Amendment to Loan Agreement, dated as of June 30, 2023, by and among the Company, Biopharma Credit plc, B PC R Limited Partnership and Biopharma Credit Investments V (Master) LP

10.3*# Packaging Validation Transfer Agreement, dated April 20, 2023, by and between the Company and Otsuka Pharmaceutical Co.

Form of May 2023 Amendment to Retention and Separation Agreement for Michel Dahan and Nicole R.

July 2023 Amendment to Retention and Separation Agreement for Michel Dahan

July 2023 Amendment to Retention and Separation Agreement for Nicole R.

Separation Agreement with David Spellman, dated June 9, 2023 and Amendment to Separation Agreement dated July 6, 2023.

Second Amended and Restated Non-Employee Director Compensation Program, effective June 6, 2023.

Akebia Therapeutics, Inc.

2023 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No.

333-272453) filed on June 6, 2023)

Form of Non-Employee Director Stock Option Agreement under 2023 Stock Incentive Plan.

Form of Officer Stock Option Agreement under 2023 Stock Incentive Plan.

Form of Non-Employee Director Restricted Stock Unit Agreement under 2023 Stock Incentive Plan.

Form of Officer Restricted Stock Unit Agreement under 2023 Stock Incentive Plan.

Form of Officer Inducement Award Stock Option Agreement under 2023 Stock Incentive Plan.

31.1* Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2* Certification of Principal Financial Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

Akebia Therapeutics, Inc.

| Form 10-Q | Page 94

32.1* Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.

9 unchanged sentences

† Indicates management contract or compensatory plan.

Akebia Therapeutics, Inc.

| Form 10-Q | Page 95

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.

August 28, 2023

President and Chief Executive Officer (Principal Executive Officer)

August 28, 2023

Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

Akebia Therapeutics, Inc.

| Form 10-Q | Page 96

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.

What changed 10-Q

Item 5. Other Information