What changed in this filing

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Item 5. Other Information

2024-05-09 compared with 2023-11-08 · 34 added, 13 removed, 31 unchanged (60% of the section changed)

6 unchanged sentences

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.

CSL Vifor License Agreement

On February 18, 2022, the Company entered into a Second Amended and Restated License Agreement, or the Vifor Agreement , with Vifor (International) Ltd.

(now a part of CSL Limited), or CSL Vifor , pursuant to which the Company granted to CSL Vifor an exclusive license to sell Vafseo to Fresenius Medical Care North America and its affiliates, including Fresenius Kidney Care Group LLC , to certain third-party dialysis organizations approved by us, to independent dialysis organizations that are members of certain group purchasing organizations and to certain non-retail specialty pharmacies in the U.S.

Under the Vifor Agreement, CSL Vifor contributed $40.0 million to a working capital facility, or the Working Capital Fund , established to partially fund the Company's costs of purchasing Vafseo from its contract manufacturers.

On May 3, 2024, the Company entered into Amendment #1 to the Vifor Agreement, or the Amendment , pursuant to which the Company agreed to modify the method of repayment of the Working Capital Fund such that the Working Capital Fund will

Akebia Therapeutics, Inc.

| Form 10-Q | Page 92

be repaid through tiered royalties ranging from a high single-digit to low double-digit percentage of the Company's sales of Vafseo to both CSL Vifor and to third parties outside of the Vifor Agreement, or the Vifor Royalty Payments .

The Vifor Royalty Payments shall begin on July 1, 2025, and shall continue until the cumulative total of the Vifor Royalty Payments reach $40.0 million, or through May 2028, or the Vifor Royalty Term, at which time, if the Vifor Royalty Payments have not yet reached $40.0 million, we shall pay CSL Vifor the difference between the $40.0 million and the sum of any Vifor Royalty Payments paid by us during the Vifor Royalty Term and subject to certain minimum Vifor Royalty Payments during Vifor Royalty Term as described in the Amendment.

In addition, upon termination of the Vifor Agreement prior to the end of the Vifor Royalty Term:

(i) if by the Company for convenience, then the Vifor Royalty Payments shall be accelerated and the Company shall be required to pay the difference between the $40 million and the sum of any Vifor Royalty Payments paid by the Company during the Vifor Royalty Term;

(ii) if by CSL Vifor for convenience, then all Vifor Royalty Payments shall cease and the Vifor Royalty Term shall end;

or (iii) for any reason other than convenience by the Company or CSL Vifor, the Vifor Royalty Term and Vifor Royalty Payments shall continue as agreed under the Amendment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2024.

Akebia Therapeutics, Inc.

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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 (001-36352), 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 (001-36352), filed on April 28, 2023).

July 2023 Amendment to Retention and Separation Agreement for Michel Dahan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (001-36352), filed on August 2 8, 20 23 ) .

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

Hadas (incorporated by reference to Exhibit 10.

6 to the Company’s Quarterly Report on Form 10-Q (001-36352), filed on August 28, 2023) .

October 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 (incorporated by reference to Exhibit 10.

7 to the Company’s Quarterly Report on Form 10-Q (001-36352), filed on August 28, 2023) .

Form of Warrant (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K (001-36352), filed March 14,2024).

10.1† Third Amended and Restated Non-Employee Director Compensation Program, effective January 1, 2024 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.2† Form of Officer Executive Severance Agreement (Reflecting Clawback Policy) (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.3† Form of Officer Cash Bonus Agreement (Reflecting Clawback Policy) (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.4† Form of Officer Stock Option Agreement under 2023 Stock Incentive Plan (Reflecting Clawback Policy) (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.5† Form of Officer Restricted Stock Unit Agreement under 2023 Stock Incentive Plan (Reflecting Clawback Policy) (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.6† Form of Officer Inducement Award Stock Option Agreement under 2023 Stock Incentive Plan (Reflecting Clawback Policy) (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

February 2024 Amendment to Retention and Separation Agreement for Nicole R.

Hadas (incorporated by reference to Exhibit 10.66 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

February 2024 Amendment to Retention and Separation Agreement for Michel Dahan (incorporated by reference to Exhibit 10.67 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

Agreement for the Provision of a Loan Facility dated January 29, 2024 between the Company and Kreos Capital VII (UK) Limited (incorporated by reference to Exhibit 10.102 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

10.10 Warrant Agreement dated January 29, 2024 by and between the Company and Kreos Capital VII Aggregator SCSp (incorporated by reference to Exhibit 10.103 to the Company’s Annual Report on Form 10-K (001-36352), filed on March 14, 2024).

Separation Agreement with Ellen Snow , dated March 15, 20 24.

Akebia Therapeutics, Inc.

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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.

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.

32.1* Certification of Principal Executive Officer and Interim Principal Financial Officer Required Under Rule 13a-14( a ) /Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended .

101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document)

12 unchanged sentences

AKEBIA THERAPEUTICS, INC.

November 8, 2023

President and Chief Executive Officer

(Principal Executive Officer)

November 8, 2023

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

(Principal Executive Officer and Interim Principal Financial Officer)

/s/ Richard C.

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

Akebia Therapeutics, Inc.

1 unchanged sentence

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