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