Other Information.
+Added: Akebia Therapeutics, Inc.
+Added: | Form 10-Q | Page 97
Rule 10b5-1—Director and Officer Trading Arrangements
3 unchanged sentences
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.
−Removed: The following table describes, for the second quarter of 2024, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
−Removed: Akebia Therapeutics, Inc.
−Removed: | Form 10-Q | Page 96
−Removed: Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities
−Removed: Ostrowski ( Senior Vice President, Chief Financial Officer, Chief Business Officer and Treasurer )
−Removed: (June 21, 2024)
−Removed: Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted
−Removed: Sale Until final settlement of any restricted stock units, or RSUs
−Removed: Indeterminable (1)
−Removed: Nicholas Grund ( Senior Vice President, Chief Commercial Officer )
−Removed: (May 13, 2024)
−Removed: Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted Sale
−Removed: Until final settlement of any RSUs Indeterminable (1)
−Removed: Michel Dahan ( Former Senior Vice President, Chief Operating Officer )
−Removed: Adoption (May 31, 2024)
−Removed: Rule 10b5-1 Non-Discretionary Option Exercise and Stock Sale Plan
−Removed: Until March 31, 2025
−Removed: Up to an aggregate of 823,166 shares
−Removed: (1) The number of shares subject to RSUs that will be sold to satisfy applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Company’s common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement.
−Removed: This trading arrangement, which applies to RSUs whether vesting is based on the passage of time and/or the achievement of performance goals, provides for the automatic sale of shares that would otherwise be issuable on each settlement date of a RSU in an amount sufficient to satisfy the applicable tax withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable tax withholding obligation.
+Added: 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 each term is defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.
Akebia Therapeutics, Inc.
4 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).
−Removed: Seventh Amend me nt to Office Lease Agreement Between CLPF-Cambridge Science Center, LLC and the Company dat ed May 6, 2024.
−Removed: A mendment #2 to Su pply Agreement , dated as of April 15, 202 4 , by and between the Company and STA Pharmaceutical Hong Kong Limited .
−Removed: A mendment #1 to Second Amended and Restated License Agreement, dated Ma y 3, 20 2 4, by and between the Company and Vifor (International) Ltd.
−Removed: T ermin ation a nd Settlement Agreement , dated July 10, 20 24, by and between the Company and Vifor (International) Ltd.
−Removed: Amendment #1 t o Agreement for the Provision of a Loan Facility , dated J uly 10 , 2024 , by and between the Company and Kreos Capital VII (UK) Limited .
+Added: Termination and Settlement Agreement, dated July 10, 2024, by and between the Company and Vifor (International) Ltd.
+Added: (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (001-36352), filed on August 8, 2024).
+Added: Amendment #1 to Agreement for the Provision of a Loan Facility, dated July 10, 2024, by and between the Company and Kreos Capital VII (UK) Limited (incorporated by reference to Exhibit 10.
+Added: 5 to the Company's Quarterly Report on Form 10-Q (001-36352), filed on August 8, 2024).
+Added: Amended and Restated Open Market Sale Agreement, dated September 3, 2024, by and between the C ompany and Jefferies LLC (incorporated by reference to Exhibit 1.2 to the Company's Registration S tatement on Form S-3 (333-281903) f iled on Septem ber 3, 202 4).
+Added: A mendment #1 to License Agreement, dated August 30 , 202 4 , by and among Akebia Therapeutics, Inc., Keryx Biopharmaceuticals, Inc.
+Added: and Averoa SA S .
+Added: A mendment #1 to Supply Agreement, dated Oc tober 15, 202 4, by and between the Company and STA Pharmaceutical Hong Kong Limited .
31.1* Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
−Removed: C ertification of Principal Financial Officer Require d Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
+Added: 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.
7 unchanged sentences
* Filed, or submitted electronically, herewith
−Removed: Akebia Therapeutics, Inc.
−Removed: | Form 10-Q | Page 98
Indicates portions of the exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K
3 unchanged sentences
AKEBIA THERAPEUTICS, INC.
−Removed: August 8, 2024
+Added: November 7, 2024
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: August 8, 2024
+Added: November 7, 2024
Senior Vice President, Chief Financial Officer, Chief Business Officer and Treasurer
(Principal Financial Officer)
−Removed: August 8, 2024
+Added: November 7, 2024
/s/ Richard C.
3 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.