UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02 | Unregistered Sales of Equity Securities. |
In connection with the previously disclosed amendment to the Loan and Security Agreement, dated June 15, 2022, as amended from time to time (“Loan Agreement”) with Hercules Capital, Inc., on March 12, 2024, Akero Therapeutics, Inc. (the “Company”) issued a warrant to Hercules Private Credit Fund 1 L.P. (the “Warrant”) to purchase shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share, with an exercise price of $8.17 per share. The number of Warrant Shares will not exceed 1.5% multiplied by the aggregate original amount of the term loan advances under the Loan Agreement, divided by the exercise price of the Warrant.
The Warrant may be exercised through the earlier of (i) March 12, 2031 and (ii) the consummation of certain acquisition transactions involving the Company, as set forth in the Warrant. The number of Warrant Shares for which the Warrant is exercisable and the associated exercise price are subject to certain customary proportional adjustments for fundamental events, including stock splits and reverse stock splits, as set forth in the Warrant. Within six (6) months following the exercise of the Warrant, the Company shall prepare and file with the Securities and Exchange Commission a registration statement covering the resale of the Warrant Shares issued pursuant to such exercise notice for an offering to be made on a continuous basis and shall use best efforts to cause such registration statement to be declared effective. Notwithstanding the foregoing, the Company shall not be required to register the Warrant Shares in the event that the Warrant Shares issued pursuant to the exercise of the Warrant may be sold under Rule 144 or another similar exemption under the Securities Act.
The preceding description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference it its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 4.1 | Warrant Agreement, by and between Akero Therapeutics, Inc. and Hercules Private Credit Fund 1 L.P., dated March 12, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 18, 2024 | AKERO THERAPEUTICS, INC. | |||||
| By: | /s/ Andrew Cheng | |||||
| Name: | Andrew Cheng, M.D., Ph.D. | |||||
| Title: | President and Chief Executive Officer | |||||