As filed with the Securities and Exchange Commission on December 1, 2022
Registration No. 333-239571
Registration No. 333-254803
Registration No. 333-263938
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-239571
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-254803
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-263938
Under
The Securities Act of 1933
Akouos, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 81-1716654 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
645 Summer Street Suite 200 Boston, Massachusetts | 02210 | |
| (Address of Principal Executive Offices) | (Zip Code) |
2016 Stock Plan
2020 Stock Plan
2020 Employee Stock Purchase Plan
(Full title of the plan)
Philip L. Johnson
President
Akouos, Inc.
Lilly Corporate Center
Indianapolis, Indiana 46285
(Name and address of agent for service)
(317) 276-2000
(Telephone number, including area code, of agent for service)
Copy to:
Sophia Hudson, P.C.
Sharon Freiman
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”) filed by Akouos, Inc. (the “Registrant”) relate to the following registration statements on Form S-8 (together, the “Registration Statements”):
| 1. | Registration Statement No. 333-239571, registering (i) 2,515,733 shares of common stock, $0.0001 par value per share, of the Registrant (“Common Stock”) issuable under the Registrant’s 2016 Stock Plan (the “2016 Plan”), (ii) 5,384,503 shares of Common Stock issuable under the Registrant’s 2020 Stock Plan (the “2020 Plan”) and (iii) 360,651 shares of Common Stock issuable under the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 30, 2020; |
| 2. | Registration Statement No. 333-254803, registering (i) 1,375,348 shares of Common Stock issuable under the 2020 Plan and (ii) 343,837 shares of Common Stock issuable under the 2020 ESPP, which was filed with the Commission on March 29, 2021; and |
| 3. | Registration Statement No. 333-263938, registering (i) 1,379,937 shares of Common Stock issuable under the 2020 Plan and (ii) 344,984 shares of Common Stock issuable under the 2020 ESPP, which was filed with the Commission on March 29, 2022. |
On December 1, 2022, pursuant to the Agreement and Plan of Merger, dated as of October 17, 2022 (the “Merger Agreement”), by and among the Registrant, Eli Lilly and Company (“Parent”) and Kearny Acquisition Corporation (“Purchaser”), Purchaser merged with and into the Registrant (the “Merger”), with the Registrant surviving such Merger as a wholly-owned subsidiary of Parent. As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings and sales of securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities of the Registrant registered under the Registration Statements which remain unsold at the termination of the offerings, the Registrant hereby terminates the effectiveness of the Registration Statements and removes from registration all of the securities that remain unsold under the Registration Statements as of the date hereof, if any.
The Registrant is filing these Post-Effective Amendments to withdraw and remove from registration all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to these Post-Effective Amendments, there will be no remaining securities registered by the Registrant pursuant to the Registration Statements.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana, on December 1, 2022.
| AKOUOS, INC. | ||
| By: | /s/ Philip L. Johnson | |
| Name: | Philip L. Johnson | |
| Title: | President | |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.
