Form 8-K - Current report

Date: June 12, 2024

AKERO THERAPEUTICS, INC.

/s/ Andrew Cheng

Andrew Cheng, M.D., Ph.D.

President and Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2024

Akero Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38944

81-5266573

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

601 Gateway Boulevard, Suite 350

South San Francisco, CA

94080

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (650) 487-6488

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	AKRO	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Akero Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 7, 2024. The Company’s stockholders approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. The certificate of amendment of the Company’s Fourth Amended and Restated Certificate of Incorporation (the” Certificate of Amendment”), was filed with the Secretary of State of the State of Delaware on June 11, 2024 and became effective upon filing.

The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

As of April 10, 2024, the record date for the Annual Meeting, there were 69,151,007 outstanding shares of the Company’s common stock. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 26, 2024: (i) to elect three directors, Seth L. Harrison, M.D., Graham Walmsley, M.D., Ph.D., and Yuan Xu, Ph.D., as Class II directors of the Company to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified, subject to their earlier death, resignation or removal (“Proposal 1”), (ii) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”), (iii) to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers (“Proposal 3”) and (iv) to approve an amendment to our Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain directors of the Company, as permitted by recent amendments to Delaware law (“Proposal 4”).

The Company’s stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for Class II directors as follows:


Class II Director Nominee	For		Withheld		Broker Non-Votes
Seth L. Harrison, M.D.		16,924,611		38,742,993		3,920,264
Graham Walmsley, M.D., Ph.D.		35,755,718		19,911,886		3,920,264
Yuan Xu, Ph.D.		18,067,658		37,599,946		3,920,264

The Company’s stockholders approved to ratify the appointment of Deloitte & Touche LLP in Proposal 2. The votes cast at the Annual Meeting were as follows:


For	Against	Abstain	Broker Non-Votes
59,238,349	37,608	311,911	0

The Company’s stockholders approved, by non-binding advisory vote, the compensation of the Company’s named executive officers in Proposal 3. The votes cast at the Annual Meeting were as follows:


For	Against	Abstain	Broker Non-Votes
52,835,974	2,548,327	283,303	3,920,264

The Company’s stockholders approved an amendment to the Fourth Amended and Restated Certificate of Incorporation in Proposal 4. The votes cast at the Annual Meeting were as follows:


For	Against	Abstain	Broker Non-Votes
51,521,703	3,864,198	281,703	3,920,264

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

* * *

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

3.1		Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of Akero Therapeutics, Inc.

104		Cover Page Interactive Data File (Embedded within the Inline XBRL Document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

AKERO THERAPEUTICS, INC.

Akero Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

The name of the Corporation is Akero Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was January 24, 2017 (the “Original Certificate”). The name under which the Corporation filed the Original Certificate was Pippin Pharmaceuticals, Inc., its name was changed to Pippin Therapeutics, Inc. on February 6, 2017 and its name was again changed to Akero Therapeutics, Inc. on May 16, 2018.

That the Board of Directors of the Corporation duly adopted resolutions proposing to amend the Fourth Amended and Restated Certificate of Incorporation, as amended of the Corporation, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendments are as follows:

RESOLVED, that ARTICLE X be added to the Fourth Amended and Restated Certificate of Incorporation to read as follows:

“An Officer (as defined below) of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as an officer of the Corporation, except for liability (a) for any breach of the Officer’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for any transaction from which the Officer derived an improper personal benefit, or (d) arising from any claim brought by or in the right of the Corporation. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Officers, then the liability of an Officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. For purposes of this Article X, “Officer” shall mean an individual who has been duly appointed as an officer of the Corporation and who, at the time of an act or omission as to which liability is asserted, is deemed to have consented to service of process to the registered agent of the Corporation as contemplated by 10 Del. C. § 3114(b).

Any amendment, repeal or modification of this Article X by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a Director or Officer, as applicable, at the time of such amendment, repeal or modification.”

That the foregoing amendment was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 228 of the General Corporation Law.

That said amendment has been duly adopted in accordance with Section 242 of the General Corporation Law.

[Signature Page to Follow]

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 11^th day of June, 2024.


By:		/s/ Andrew Cheng
Name:		Andrew Cheng
Title:		President and Chief Executive Officer

Document and Entity Information	Jun. 07, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001744659
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Jun. 07, 2024
Entity Registrant Name	Akero Therapeutics, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-38944
Entity Tax Identification Number	81-5266573
Entity Address, Address Line One	601 Gateway Boulevard
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	(650)
Local Phone Number	487-6488
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	AKRO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false