0001104659-17-047395.txt : 20170727 0001104659-17-047395.hdr.sgml : 20170727 20170727160336 ACCESSION NUMBER: 0001104659-17-047395 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170727 DATE AS OF CHANGE: 20170727 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AKCEA THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001662524 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 472608175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90051 FILM NUMBER: 17986255 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PARKWAY STREET 2: SUITE 100 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 760-603-2732 MAIL ADDRESS: STREET 1: 2855 GAZELLE CT CITY: CARLSBAD STATE: CA ZIP: 92010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IONIS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000874015 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330336973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2855 GAZELLE COURT CITY: CARLSBAD STATE: CA ZIP: 92010 BUSINESS PHONE: 7609319200 MAIL ADDRESS: STREET 1: 2855 GAZELLE COURT CITY: CARLSBAD STATE: CA ZIP: 92010 FORMER COMPANY: FORMER CONFORMED NAME: ISIS PHARMACEUTICALS INC DATE OF NAME CHANGE: 19930328 SC 13D 1 a17-18375_2sc13d.htm SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Akcea Therapeutics, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

00972L 107

(CUSIP Number)

 

Elizabeth L. Hougen

Ionis Pharmaceuticals, Inc.

2855 Gazelle Court

Carlsbad, CA 92010

(760) 931-9200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 19, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 00972L 107

13D

 

 

 

1.

Name of Reporting Persons
Ionis Pharmaceuticals, Inc. (“Ionis”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
45,447,879

 

8.

Shared Voting Power

 

9.

Sole Dispositive Power
45,447,879

 

10.

Shared Dispositive Power

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
45,447,879

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row 11
68.3%(1)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

(1)  This percentage is calculated based upon 66,541,629 shares of the Issuer’s Common Stock reported to be outstanding as of July 19, 2017, as disclosed in the Issuer’s Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on July 14, 2017.

 

2


 

Item 1.                                 Security and Issuer.

 

This Schedule 13D relates to shares of the Common Stock, $0.001 par value per share (“Common Stock”) of Akcea Therapeutics, Inc., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 55 Cambridge Parkway, Suite 100, Cambridge MA 02142.

 

Item 2.                                 Identity and Background.

 

(a)         This Schedule 13D is being filed by Ionis Pharmaceuticals, Inc., a Delaware corporation (“Ionis” or the “Reporting Person”).

 

(b)         The business address for the Reporting Person is 2855 Gazelle Court, Carlsbad, CA 92010.

 

(c)          Ionis is engaged in the business of biopharmaceuticals.

 

Set forth on Schedule A to this Schedule 13D are the present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted for the directors and executive officers of Ionis required to be listed on Schedule A.

 

(d)         During the past five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the directors and executive officers identified on Schedule A to this Schedule 13D, have been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors).

 

(e)          During the past five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the directors and executive officers identified on Schedule A to this Schedule 13D, have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

 

(f)           Reference is made to Rows 1 and 6 of the cover page for the name and citizenship or place of organization, respectively of the Reporting Person.  All of the directors and executive officers of Ionis required to be listed on Schedule A are United States citizens.

 

Item 3.                                 Source and Amount of Funds or Other Consideration.

 

The funds used by the Reporting Person to acquire the shares described herein were from the Reporting Person’s working capital.

 

Item 4.                                 Purpose of Transaction.

 

The Reporting Person received 28,884,540 shares of the Issuer’s Common Stock upon the closing of the Issuer’s initial public offering on July 19, 2017 (the “IPO”) upon the conversion of Series A preferred stock of the Issuer acquired by the Reporting Person when the Issuer was a private company.  The Reporting Person received 13,438,339 shares of the Issuer’s Common Stock upon the closing of the IPO in satisfaction of the Issuer’s obligations to the Reporting Person pursuant to a line of credit.  The Reporting Person purchased 3,125,000 shares of the Issuer’s Common Stock in the IPO at a purchase price of $8.00 per share.  The Reporting Person acquired the shares described herein for investment purposes.  Neither the Reporting Person, nor any of the directors and executive officers identified on Schedule A to this Schedule 13D, have any plans or proposals that relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D.  The Reporting Person reserves the right to acquire additional securities of the Issuer, to dispose of such securities at any time, or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities.

 

3


 

Item 5.                                 Interest in Securities of the Issuer.

 

The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Person filing this Schedule 13D is provided as of July 19, 2017:

 

(a)         The Reporting Person beneficially owns 45,447,879 shares of the Common Stock of the Issuer, or approximately 68.3% of the Issuer’s outstanding Common Stock.

 

(b)         Ionis has sole power to vote and dispose of the securities of the Issuer held by it.

 

(c)          The Reporting Person has not effected any other transactions in the Issuer’s Common Stock within the past sixty days, except as provided herein.

 

(d)         Not applicable.

 

(e)          Not applicable.

 

Item 6.                                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

None.

 

Item 7.                                 Material to Be Filed as Exhibits.

 

None.

 

4


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: July 27, 2017

IONIS PHARMACEUTICALS, INC.

 

 

 

 

 

By:

/s/ Elizabeth L. Hougen

 

 

Elizabeth L. Hougen

 

 

Chief Financial Officer

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement:  provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

 

Attention:

 

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

5


 

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF IONIS

 

The following table sets forth the name, business address, present principal occupation or employment and material occupations, positions, offices or employment of each of the directors and executive officers of Ionis.  All directors and executive officers listed below are citizens of the United States unless otherwise noted herein.

 

DIRECTORS

 

Name

 

Current Principal Affiliation

 

Business Address

Stanley T. Crooke, M.D., Ph.D.

 

Chief Executive Officer, Ionis Pharmaceuticals, Inc.

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

B. Lynne Parshall, Esq.

 

Chief Operating Officer, Ionis Pharmaceuticals, Inc.

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

Spencer R. Berthelsen, M.D.

 

Chairman and Managing Director, Kelsey-Seybold Clinic

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

Breaux Castleman

 

President and Chief Executive Officer, Syntiro Healthcare Services, Inc.

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

Joseph Klein, III

 

Managing Director, Gauss Capital Advisors, LLC

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

Joseph Loscalzo, M.D., Ph.D.

 

Head of Department of Medicine and Physician-in-Chief, Brigham & Woman’s Hospital, Harvard Medical School

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

Frederick T. Muto, Esq.

 

Partner, Cooley LLP

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

Joseph H. Wender

 

Senior Consultant, Goldman Sachs & Co.

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

OFFICERS

 

Name

 

Position

 

Business Address

Stanley T. Crooke, M.D., Ph.D.

 

Chief Executive Officer

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

B. Lynne Parshall, Esq.

 

Chief Operating Officer

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

Elizabeth Hougen

 

Senior Vice President, Finance and Chief Financial Officer

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

6


 

Sarah Boyce

 

Chief Business Officer

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

C Frank Bennett

 

Senior Vice President, Research

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

Richard S. Geary, Ph.D.

 

Senior Vice President, Development

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

Brett P. Monia, Ph.D.

 

Senior Vice President, Antisense Drug Discovery

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

 

 

 

 

Patrick R. O’Neil, Esq.

 

Senior Vice President, Legal and General Counsel

 

c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010

 

7