Item 1.02 Termination of a Material Definitive Agreement.
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 Change in Control of Registrant.
The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the consummation of the Offer and the consummation of the Merger
in accordance with Section 251(h) of the DGCL on
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
In accordance with the terms of the Merger Agreement, (i) each of
In accordance with the terms of the Merger Agreement, each officer of Purchaser
immediately prior to the Effective Time became an officer of the Company
effective as of the Effective Time. The officers of Purchaser immediately prior
to the Effective Time were
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time. Copies of the Company's amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.
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Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofOctober 17, 2022 , by and among Eli Lilly and Company,Kearny Acquisition Corporation andAkouos, Inc. (incorporated by reference to Exhibit 2.1 toAkouos, Inc.'s Current Report on Form 8-K filed with theSEC onOctober 18, 2022 ). 3.1** Amended and Restated Certificate of Incorporation ofAkouos, Inc. 3.2** Amended and Restated Bylaws ofAkouos, Inc. 99.1 Joint Press Release, datedNovember 30, 2022 , issued byAkouos, Inc. and Eli Lilly and Company (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 andKearny Acquisition Corporation filed with theSEC onNovember 30, 2022 ). 104** Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and similar attachments have been omitted pursuant to Item
601(a)(5) of Regulation S-K.
furnish to the
Exhibit 2.1. ** Filed herewith.
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