0000899243-22-034315.txt : 20221027 0000899243-22-034315.hdr.sgml : 20221027 20221027163015 ACCESSION NUMBER: 0000899243-22-034315 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221017 FILED AS OF DATE: 20221027 DATE AS OF CHANGE: 20221027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELI LILLY & Co CENTRAL INDEX KEY: 0000059478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39343 FILM NUMBER: 221337692 BUSINESS ADDRESS: STREET 1: LILLY CORPORATE CTR STREET 2: DROP CODE 1094 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 BUSINESS PHONE: 3172762000 MAIL ADDRESS: STREET 1: LILLY CORPORATE CENTER STREET 2: DROP CODE 1094 CITY: INDIANAPOLIS STATE: IN ZIP: 46285 FORMER NAME: FORMER CONFORMED NAME: LILLY ELI & CO DATE OF NAME CHANGE: 19941024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kearny Acquisition Corp CENTRAL INDEX KEY: 0001951111 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39343 FILM NUMBER: 221337693 BUSINESS ADDRESS: STREET 1: LILLY CORPORATE CENTER CITY: INDIANAPOLIS STATE: IN ZIP: 46285 BUSINESS PHONE: 317-276-2000 MAIL ADDRESS: STREET 1: LILLY CORPORATE CENTER CITY: INDIANAPOLIS STATE: IN ZIP: 46285 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Akouos, Inc. CENTRAL INDEX KEY: 0001722271 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 645 SUMMER STREET, SUITE 200 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 857-410-1818 MAIL ADDRESS: STREET 1: 645 SUMMER STREET, SUITE 200 CITY: BOSTON STATE: MA ZIP: 02210 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-10-17 1 0001722271 Akouos, Inc. AKUS 0001951111 Kearny Acquisition Corp LILLY CORPORATE CENTER INDIANAPOLIS IN 46285 0 0 1 0 0000059478 ELI LILLY & Co LILLY CORPORATE CENTER INDIANAPOLIS IN 46285 0 0 1 0 In connection with the Agreement and Plan of Merger, dated as of October 17, 2022, among the reporting persons and the Issuer, the reporting persons entered into tender and support agreements, each dated as of October 17, 2022 (collectively, the "Tender and Support Agreements"), with (i) Emmanuel Simons, (ii) 5AM Ventures V, L.P. and 5AM Opportunities I, L.P., and (iii) New Enterprise Associates 16, L.P. and NEA Ventures 2018, L.P. (collectively, the "Parties"), pursuant to which each of the Parties agreed to grant certain voting rights to Eli Lilly and Company with respect to the shares of Issuer's common stock held by each such Party (collectively, the "Shares"). As a result of the Tender and Support Agreements, each of the reporting persons may be deemed to have acquired beneficial ownership in excess of 10% of the Issuer's issued and outstanding common stock for the purpose of determining each reporting person's status as a ten percent owner thereof. However, neither of the reporting persons has a pecuniary interest in the Shares and each expressly disclaims beneficial ownership thereof. The filing of this Form 3 shall not be deemed an admission of beneficial ownership of the Shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/Philip L. Johnson, President, on behalf of Kearny Acquisition Corporation 2022-10-27 /s/ Anat Ashkenazi, Executive Vice President and Chief Financial Officer, on behalf of Eli Lilly and Company 2022-10-27