UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AKEBIA THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
00972D 10 5
(CUSIP Number)
Bjarne Graven Larsen
Novo A/S
Tuborg Havnevej 19
Hellerup, Denmark DK-2900
+45 3527 6592
Copy to:
B. Shayne Kennedy, Esq.
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
Telephone: (714) 540-1235
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 11, 2015
(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 (the “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.: 00972D 10 5 |
| 1. | Name of Reporting Person:
Novo A/S | |||||
| 2. | Check the Appropriate Box if a Member of Group (See Instructions): (a) ¨ (b) x
| |||||
| 3. | SEC Use Only:
| |||||
| 4. | Source of Funds:
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant toItems2(d) or2(e): ¨
| |||||
| 6. | Citizenship or Place of Organization:
Denmark | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
| 7. | Sole Voting Power:
1,516,387 | ||||
| 8. | Shared Voting Power:
0 | |||||
| 9. | Sole Dispositive Power:
1,516,387 | |||||
| 10. | Shared Dispositive Power:
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,516,387 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
| |||||
| 13. | Percent of Class Represented By Amount In Row (11):
5.3%(1) | |||||
| 14. | Type of Reporting Person:
CO | |||||
| (1) | Based upon 28,837,260 shares of the Issuer’s Common Stock outstanding on May 1, 2015 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 11, 2015. |
2
This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission (collectively, the “Amended Schedule”) on April 3, 2014 to reflect that Novo A/S no longer has any director representative on the Issuer’s board of directors. Kim Dueholm, Ph.D. and Jack B. Nielsen are each employed as a Partner of Novo A/S and were each members of the board of directors of the Issuer. Dr. Dueholm resigned as a director of the Issuer on July 20, 2014. Mr. Nielsen resigned as a director of the Issuer on June 11, 2015.
Except as specifically amended by this Amendment No. 1, each Item of the Amended Schedule remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Amended Schedule.
| Item 4. | Purpose of Transaction |
Item 4 is amended and replaced in its entirety as follows:
The acquisitions of Issuer securities made by Novo A/S were for investment purposes. Novo A/S intends to review its investments in the Issuer on a continuing basis and any actions Novo A/S might undertake will be dependent upon its review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Novo A/S may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities of the Issuer then held, in the open market or in privately negotiated transactions. Other than as described herein, Novo A/S currently does not have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of the Amended Schedule, although, depending on the factors discussed herein, Novo A/S may change its purpose or formulate different plans or proposals with respect thereto at any time.
| Item 5. | Interest in Securities of the Issuer |
Kim Dueholm, Ph.D. and Jack B. Nielsen are each employed as a Partner of Novo A/S and were each members of the board of directors of the Issuer. Dr. Dueholm resigned as a director of the Issuer on July 20, 2014. Mr. Nielsen resigned as a director of the Issuer on June 11, 2015. Upon the resignation of Mr. Nielsen, Novo A/S no longer has any director representative on the Issuer’s board of directors.
Item 5 is amended and replaced in its entirety as follows:
(a) Novo A/S beneficially owns 1,516,387 shares of Common Stock of the Issuer (the “Novo Shares”), representing approximately 5.3% of the Issuer’s outstanding Common Stock, based upon 28,837,260 shares of the Issuer’s Common Stock outstanding on May 1, 2015 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 11, 2015.
(b) Novo A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo A/S, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the Novo Shares. The Novo Board, currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, may exercise voting and dispositive control over the Novo Shares only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares. Except as described in this Amendment No. 1, neither the Foundation nor any person listed on Schedule I has the power to direct the vote as to, or the disposition of the Novo Shares.
(c) Novo A/S has not effected any transactions in the Issuer’s Common Stock within the past 60 days and neither the Foundation nor any person listed on Schedule I has effected any transactions in the Issuer’s Common Stock within the past 60 days.
3
(d) Novo A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuer’s Common Stock held in the name of the Novo A/S and reported herein.
(e) Not applicable.
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.
Dated: June 16, 2015 | Novo A/S | |||||
/s/ Bjarne Graven Larsen | ||||||
| By: | Bjarne Graven Larsen | |||||
| Its: | Chief Financial Officer | |||||
Schedule I
Information regarding each director and executive officer of both Novo A/S and the Novo Nordisk Foundation is set forth below.
Novo A/S | ||||||
Name, Title | Address | Principal Occupation | Citizenship | |||
Sten Scheibye Chairman of the Board | Rungsted Strandvej 197C 2960 Rungsted Kyst, Denmark | Professional Board Director | Denmark | |||
Göran Ando Director | Essex Woodlands Berkeley Square House Berkeley Square London, W1J 6BD United Kingdom | Self-employed Professional Board Director | Sweden | |||
Jeppe Christiansen Director | Kollemose 37 2830 Virum Denmark | Chief Executive Officer Fondsmaeglerselskabet Maj Invest A/S | Denmark | |||
Steen Riisgaard Director | Hestetangsvej 155 3520 Farum Denmark | Professional Board Director | Denmark | |||
Per Wold-Olsen Director | T7B22 Favray Court Tigne Point TP01 Malta | Professional Board Director | Norway | |||
Eivind Drachmann Kolding Chief Executive Officer | Skovvangen 18 2920 Charlottenlund Denmark | Chief Executive Officer Novo A/S | Denmark | |||
Bjarne Graven Larsen Chief Financial Officer | Tuborg Havnevej 19 2900 Hellerup Denmark | Chief Financial Officer Novo A/S | Denmark | |||
Søren Carlsen Managing Partner – Ventures, Seeds | Grondalsvænge 3b 3460 Birkerød Denmark | Managing Partner - Ventures, Seeds Novo A/S | Denmark | |||
Novo Nordisk Foundation | ||||||
Name, Title | Address | Principal Occupation | Citizenship | |||
Sten Scheibye Chairman of the Board | Rungsted Strandvej 197C 2960 Rungsted Kyst Denmark | Professional Board Director | Denmark | |||
Bo Ahrén Professor | Merkuriusgatan 11 S-224 57 Lund Sweden | Professor of Medicine, Lund University Lund, Sweden | Sweden | |||
Karsten Dybvad Chief Executive Officer | Carl Baggers Alle 15 2920 Charlottenlund Denmark | Director General and Chief Executive Officer DI (Confederation of Danish Industry) | Denmark | |||
Lars Fugger Director | Staunton Road 72 OX3 7TP Great Britain | Professor, John Radcliffe Hospital University of Oxford, Oxford, Great Britain | Denmark | |||
Novo Nordisk Foundation | ||||||
Name, Title | Address | Principal Occupation | Citizenship | |||
Anne Marie Kverneland Director | Nybrovej 216 2800 Kgs. Lyngby Denmark | Laboratory Technician Novo Nordisk A/S | Denmark | |||
Lars Bo Køppler Director | Anemonevej 7 3550 Slangerup Denmark | Technician Novozymes A/S | Denmark | |||
Karen Lauberg Lauritsen Director | Furesø Parkvej 53 2830 Virum Denmark | IT Architecture Specialist Novo Nordisk A/S | Denmark | |||
Marianne Philip Director | Tranegårdsvej 5 2900 Hellerup Denmark | Attorney | Denmark | |||
Steen Riisgaard Vice Chairman of the Board | Hestetangsvej 155 3520 Farum Denmark | Professional Board Director | Denmark | |||
Birgitte Nauntofte Chief Executive Officer | Engbakkevej 24 2920 Charlottenlund Denmark | Chief Executive Officer Novo Nordisk Foundation | Denmark | |||