• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form SC 13D/A filed by Akouos Inc. (Amendment)

    12/1/22 4:11:00 PM ET
    $AKUS
    Specialty Chemicals
    Consumer Discretionary
    Get the next $AKUS alert in real time by email
    SC 13D/A 1 d379936dsc13da.htm SC 13D/A SC 13D/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13D

    (Amendment No. 1)*

    Under the Securities Exchange Act of 1934

     

     

    Akouos, Inc.

    (Name of Issuer)

    Common stock, $0.0001 par value per share

    (Title of Class of Securities)

    00973J101

    (CUSIP Number)

    Anat Hakim

    Executive Vice President, General Counsel and Secretary

    Eli Lilly and Company

    Lilly Corporate Center

    Indianapolis, Indiana 46285

    Telephone: (317) 276-2000

    (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)

     

     

    Copy to:

    Sophia Hudson, P.C.

    Sharon Freiman

    Kirkland & Ellis LLP

    601 Lexington Avenue

    New York, New York 10022

    (212) 446-4800

    November 30, 2022

    (Date of Event Which Requires Filing of this Statement)

     

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

     

     

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240. 13d-7 for other parties to whom copies are to be sent.

     

     

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


      1    

      NAMES OF REPORTING PERSON

     

      ELI LILLY AND COMPANY

      2  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

      (a)  ☐        (b)  ☐

     

      3  

      SEC USE ONLY

     

      4  

      SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

      OO

      5  

      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

     

      ☐

      6  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      INDIANA

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

         7    

      SOLE VOTING POWER

     

      100*

         8  

      SHARED VOTING POWER

     

      0

         9  

      SOLE DISPOSITIVE POWER

     

      100*

       10  

      SHARED DISPOSITIVE POWER

     

      0

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      100*

    12  

      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

      ☐

    13  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

      100%*

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      CO

     

    *

    See Item 4.


      1    

      NAMES OF REPORTING PERSON

     

      KEARNY ACQUISITION CORPORATION

      2  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

      (a)  ☐        (b)  ☐

     

      3  

      SEC USE ONLY

     

      4  

      SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

      AF

      5  

      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

     

      ☐

      6  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      DELAWARE

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

         7    

      SOLE VOTING POWER

     

      0

         8  

      SHARED VOTING POWER

     

      0*

         9  

      SOLE DISPOSITIVE POWER

     

      0

       10  

      SHARED DISPOSITIVE POWER

     

      0*

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      0*

    12  

      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

      ☐

    13  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

      0%*

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      CO

     

    *

    As a result of the termination of its corporate existence in connection with the consummation of the Merger (as defined in the Original Schedule 13D (as defined below)), the Reporting Person ceased to beneficially own any securities of the Issuer.


    This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13D filed by the Reporting Persons with the SEC on October 27, 2022 (the “Original Schedule 13D”) with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of the Issuer. Except as set forth herein, the Original Schedule 13D is unmodified. Capitalized terms used and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

     

    Item 4.

    Purpose of the Transaction

    Item 4 of the Original Schedule 13D is amended to include the following at the end thereof:

    “As disclosed in the press release issued by Lilly and the Issuer on November 30, 2022 announcing the expiration and results of the Offer and the press release issued by Lilly on December 1, 2022 (which are attached hereto as Exhibits 2.5 and 2.6, respectively):

     

      •  

    The Offer expired as scheduled at one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (such date and time, the “Expiration Time”). Computershare Trust Company, N.A., the depositary and paying agent for the Offer, advised Lilly that, as of the Expiration Time, 29,992,668 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing 81.1% of the issued and outstanding Shares as of the Expiration Time. Accordingly, all conditions to the Offer were satisfied. The Reporting Persons accepted for payment all Shares validly tendered and not validly withdrawn in the Offer.

     

      •  

    Following consummation of the Offer, on December 1, 2022, Lilly completed its acquisition of the Issuer through the merger of Purchaser with and into the Issuer, and without a meeting of the stockholders of the Issuer in accordance with Section 251(h) of the DGCL, with the Issuer surviving such merger as a wholly-owned subsidiary of Lilly. In connection with the Merger, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the treasury of the Issuer or owned by the Issuer, or owned by Lilly, Purchaser or any direct or indirect wholly-owned subsidiary of Lilly or Purchaser or (ii) Shares that are held by stockholders who are entitled to demand and properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL), including each Share of Restricted Stock, was cancelled and converted into the right to receive the Offer Price, without interest, less any applicable tax withholding.

    As a result of the Merger, Lilly received an aggregate of 100 newly issued shares of common stock, $0.00001 par value per share (the “New Shares”), of the Issuer. Consequently, Lilly became the beneficial owner of such 100 New Shares, which represent all of the Issuer’s issued and outstanding New Shares.

    Following the Merger, all Shares ceased trading prior to the opening of trading on Nasdaq on December 1, 2022, and will be delisted from Nasdaq and deregistered under the Act (the “Deregistration”).”

     

    Item 5.

    Interest in Securities of the Issuer

    Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

    “(a)-(b) The information relating to the beneficial ownership of the Shares by each of the Reporting Persons set forth in Rows 7 through 13 on each of the cover pages hereto is incorporated by reference herein and is as of the date hereof. This Schedule 13D shall not be construed as an admission by the Reporting Persons that the Reporting Persons are, for the purposes of Section 13(d) of the Act, the beneficial owners of any Shares covered by this statement.

    (c) Except as otherwise described herein and in the Original Schedule 13D, the Reporting Persons have not engaged in any transactions with respect to the Issuer’s securities. On November 30, 2022 the Reporting Persons accepted for payment in exchange for the Offer Price (i) 3,705,972 Shares held of record by New Enterprise Associates 16, L.P., (ii) 4,281 Shares held of record by NEA Ventures 2018, L.P., (iii) 272,582 Shares held of record by Emmanuel Simons, (iv) 3,153,333 Shares held of record by 5AM Ventures V, L.P., and (v) 294,117 Shares held of record by 5AM Opportunities I, L.P, in each case with such Shares being tendered pursuant to the Offer prior to the Expiration Time.


    (d) Not applicable.

    (e) Upon effectiveness of the Deregistration on March 1, 2023, the Reporting Persons will cease to have reporting obligations with regard to any beneficial ownership of the Issuer’s securities under Section 13(d) of the Act.”

     

    Item 6.

    CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

    Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

    “At the Effective Time, the Tender and Support Agreements terminated in accordance with their express terms.”

     

    Item 7.

    MATERIAL TO BE FILED AS EXHIBITS

    Item 7 of the Original Schedule 13D is hereby amended to add the following exhibits:

     

    Exhibit
    No.
      

    Description

    2.5    Press Release issued by Eli Lilly and Company and Akouos, Inc., dated November 30, 2022 (incorporated by reference to Exhibit (a)(5)(B) to Amendment No. 3 to the Tender Offer Statement on Schedule TO of Eli Lilly and Company and Kearny Acquisition Corporation filed with the SEC on November 30, 2022).
    2.6*    Press Release issued by Eli Lilly and Company, dated December 1, 2022.

     

    *   Filed herewith.


    SIGNATURES

    After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

     

    Date: December 1, 2022     KEARNY ACQUISITION CORPORATION
       

    /s/ Philip L. Johnson

        Name:   Philip L. Johnson
        Title:   President
        ELI LILLY AND COMPANY
       

    /s/ Anat Ashkenazi

        Name:   Anat Ashkenazi
        Title:   Executive Vice President and Chief Financial Officer
    Get the next $AKUS alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $AKUS

    DatePrice TargetRatingAnalyst
    9/29/2022$12.00Outperform
    William Blair
    More analyst ratings

    $AKUS
    Leadership Updates

    Live Leadership Updates

    See more
    • Akouos Appoints Aaron Tward, M.D., Ph.D., as Chief Scientific Officer

      BOSTON, March 10, 2022 (GLOBE NEWSWIRE) -- Akouos, Inc. (NASDAQ:AKUS), a precision genetic medicine company dedicated to developing potential gene therapies for individuals living with disabling hearing loss worldwide, today announced the appointment of Aaron Tward, M.D., Ph.D., as chief scientific officer. Dr. Tward is a surgeon and a scientist with deep experience in genetics, genomics, gene delivery, high-throughput sequencing technologies, and the clinical care of patients with conditions of the ear and skull base. Dr. Tward was previously a member of the Akouos scientific advisory board since 2018. As chief scientific officer, he will lead the research team, and provide strategic scie

      3/10/22 7:00:00 AM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • Akouos Appoints Stacy Price as Chief Technical Officer

      BOSTON, Nov. 01, 2021 (GLOBE NEWSWIRE) -- Akouos, Inc. (NASDAQ:AKUS), a precision genetic medicine company dedicated to developing potential gene therapies for individuals living with disabling hearing loss worldwide, today announced the appointment of Stacy Price as chief technical officer. Ms. Price brings to Akouos more than 25 years of experience managing clinical and commercial biotechnology manufacturing and technical operations for a wide range of therapeutic modalities, including gene therapy. At Akouos, she will be responsible for the strategy and operations of vector development and manufacturing, as well as device development and engineering. "We are excited to welcome Stacy to

      11/1/21 7:00:00 AM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • Akouos Appoints Dr. Kathy Reape as Chief Development Officer

      BOSTON, May 07, 2021 (GLOBE NEWSWIRE) -- Akouos, Inc. (NASDAQ:AKUS), a precision genetic medicine company dedicated to developing potential gene therapies for individuals living with disabling hearing loss worldwide, today announced the appointment of Dr. Kathy Reape as chief development officer. Dr. Reape brings over 20 years of experience in the pharmaceutical industry, including significant gene therapy translational and development expertise, to Akouos. "We welcome Dr. Reape to the Akouos team at this exciting time in the company's growth, as we continue to advance the AK-OTOF and AK-antiVEGF programs towards our planned IND submissions in 2022," said Manny Simons, Ph.D., M.B.A., co-f

      5/7/21 7:00:00 AM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary

    $AKUS
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Lilly Completes Acquisition of Akouos Expanding Efforts to Help People with Genetic Diseases

      INDIANAPOLIS, Dec. 1, 2022 /PRNewswire/ -- Eli Lilly and Company (NYSE:LLY) today announced the successful completion of its acquisition of Akouos, Inc. (NASDAQ:AKUS). The acquisition expands Lilly's efforts in genetic medicines to include Akouos's portfolio of potential first-in-class adeno-associated viral gene therapies for the treatment of inner ear conditions, including sensorineural hearing loss. "Akouos brings more top-tier talent and an important pipeline to Lilly's Institute for Genetic Medicine that will further accelerate our work to advance genetic medicines for people living with difficult-to-treat diseases," said Andrew C. Adams, Ph.D., senior vice president of genetic medicine

      12/1/22 8:41:00 AM ET
      $AKUS
      $LLY
      Specialty Chemicals
      Consumer Discretionary
      Biotechnology: Pharmaceutical Preparations
      Health Care
    • Lilly and Akouos Announce Expiration of Akouos Tender Offer

      INDIANAPOLIS and BOSTON, Nov. 30, 2022 /PRNewswire/ -- Eli Lilly and Company (NYSE:LLY) and Akouos, Inc. (NASDAQ:AKUS) today announced that the tender offer to purchase all of the issued and outstanding shares ("Shares") of Akouos's common stock in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share, which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones (the "Offer"), expire

      11/30/22 6:50:00 AM ET
      $AKUS
      $LLY
      Specialty Chemicals
      Consumer Discretionary
      Biotechnology: Pharmaceutical Preparations
      Health Care
    • Akouos Reports Third Quarter 2022 Financial Results and Provides Business Highlights

      -Received clearance from FDA for the AK-OTOF IND application to initiate a Phase 1/2, first in human, pediatric clinical trial -Continued progress toward planned IND submission for AK-antiVEGF in 2023 -Announced on October 18 definitive agreement for Eli Lilly and Company to acquire Akouos BOSTON, Nov. 14, 2022 (GLOBE NEWSWIRE) -- Akouos, Inc. (NASDAQ:AKUS), a precision genetic medicine company dedicated to developing potential gene therapies for individuals living with disabling hearing loss worldwide, today reports financial results for the third quarter ended September 30, 2022 and provides business highlights. "This has been a transformative year for us, and we've achieved

      11/14/22 7:15:00 AM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary

    $AKUS
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • SEC Form 4 filed by Walker Paul Edward (tax withholding)

      4 - Akouos, Inc. (0001722271) (Issuer)

      12/2/22 5:13:26 PM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • SEC Form 4 filed by Sonsini Peter W. (tax withholding)

      4 - Akouos, Inc. (0001722271) (Issuer)

      12/2/22 5:12:13 PM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • SEC Form 4 filed by Sandell Scott D to satisfy withholding tax

      4 - Akouos, Inc. (0001722271) (Issuer)

      12/2/22 5:10:58 PM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary

    $AKUS
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more

    $AKUS
    Financials

    Live finance-specific insights

    See more
    • William Blair initiated coverage on Akouos with a new price target

      William Blair initiated coverage of Akouos with a rating of Outperform and set a new price target of $12.00

      9/29/22 9:08:33 AM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • HC Wainwright & Co. initiated coverage on Akouos with a new price target

      HC Wainwright & Co. initiated coverage of Akouos with a rating of Buy and set a new price target of $25.00

      4/27/21 6:28:58 AM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • Akouos downgraded by BofA Securities with a new price target

      BofA Securities downgraded Akouos from Buy to Neutral and set a new price target of $20.00 from $24.00 previously

      3/30/21 6:33:57 AM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • Akouos Reports Third Quarter 2022 Financial Results and Provides Business Highlights

      -Received clearance from FDA for the AK-OTOF IND application to initiate a Phase 1/2, first in human, pediatric clinical trial -Continued progress toward planned IND submission for AK-antiVEGF in 2023 -Announced on October 18 definitive agreement for Eli Lilly and Company to acquire Akouos BOSTON, Nov. 14, 2022 (GLOBE NEWSWIRE) -- Akouos, Inc. (NASDAQ:AKUS), a precision genetic medicine company dedicated to developing potential gene therapies for individuals living with disabling hearing loss worldwide, today reports financial results for the third quarter ended September 30, 2022 and provides business highlights. "This has been a transformative year for us, and we've achieved

      11/14/22 7:15:00 AM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • Akouos Reports Second Quarter 2022 Financial Results and Provides Business Highlights

      Submitted IND for AK-OTOF to FDA Continued progress toward planned IND submission for AK-antiVEGF Presented new nonclinical data at ASGCT supporting the proposed clinical development of AK-OTOF and highlighting strategies for regulated gene expression in the inner ear Received a notice of allowance from USPTO for claims covering compositions, including AK-OTOF, and methods of treatment useful for OTOF-mediated hearing lossEnded Q2 2022 with a strong cash position of $192.9 million BOSTON, Aug. 15, 2022 (GLOBE NEWSWIRE) -- Akouos, Inc. (NASDAQ:AKUS), a precision genetic medicine company dedicated to developing potential gene therapies for individuals living with disabling hearing los

      8/15/22 7:00:00 AM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • Akouos Reports First Quarter 2022 Financial Results and Provides Business Highlights

      - Continued progress toward planned IND submissions for AK-OTOF in the first half of 2022 and AK-antiVEGF in 2022 - Presenting new nonclinical data at ASGCT supporting the planned clinical development of AK-OTOF and highlighting the potential use of microRNA target sites in AAV vectors for regulated gene expression in the inner ear - Presented new nonclinical data at ARO demonstrating potential of precision genetic medicine platform to address a broad range of inner ear conditions -Ended the first quarter with a strong cash position of $209.1 million BOSTON, May 12, 2022 (GLOBE NEWSWIRE) -- Akouos, Inc. (NASDAQ:AKUS), a precision genetic medicine company dedicated to developing potenti

      5/12/22 7:45:00 AM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary

    $AKUS
    SEC Filings

    See more
    • SEC Form 15-12G filed by Akouos Inc.

      15-12G - Akouos, Inc. (0001722271) (Filer)

      12/12/22 4:11:07 PM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • SEC Form EFFECT filed by Akouos Inc.

      EFFECT - Akouos, Inc. (0001722271) (Filer)

      12/6/22 12:15:08 AM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • SEC Form POS AM filed by Akouos Inc.

      POS AM - Akouos, Inc. (0001722271) (Filer)

      12/1/22 4:42:00 PM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary

    $AKUS
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • SEC Form SC 13G/A filed by Akouos Inc. (Amendment)

      SC 13G/A - Akouos, Inc. (0001722271) (Subject)

      2/14/23 3:32:27 PM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • SEC Form SC 13G/A filed by Akouos Inc. (Amendment)

      SC 13G/A - Akouos, Inc. (0001722271) (Subject)

      2/10/23 1:59:31 PM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary
    • SEC Form SC 13G/A filed by Akouos Inc. (Amendment)

      SC 13G/A - Akouos, Inc. (0001722271) (Subject)

      1/10/23 12:48:26 PM ET
      $AKUS
      Specialty Chemicals
      Consumer Discretionary