Item 1.01 Entry into a Material Definitive Agreement.
On
Any Shares to be offered and sold under the Sale Agreement will be issued and
sold (i) by methods deemed to be an "at the market offering" as defined in Rule
415(a)(4) promulgated under the Securities Act of 1933, as amended, or in
negotiated transactions, if authorized by the Company and (ii) pursuant to a
prospectus supplement, dated
Subject to the terms of the Sale Agreement, the Agent will use commercially reasonable efforts to sell the Shares from time to time, based upon the Company's instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Shares pursuant to the Sale Agreement. The Company will pay the Agents a commission of up to 3.0% of the gross proceeds from the sale of the Shares, if any. The Company has also agreed to provide the Agent with customary indemnification rights.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on
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On
A copy of the Distribution Agreement was filed as Exhibit 1.2 to the Registration Statement. The description of the Distribution Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Distribution Agreement filed as Exhibit 1.2 to the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Open Market Sale AgreementSM, by and betweenAkero Therapeutics, Inc. andJefferies LLC , datedMarch 17, 2023 5.1 Legal Opinion ofGoodwin Procter LLP 23.1 Consent ofGoodwin Procter LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File
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