Akero Therapeutics, Inc. 11,000,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • March 6th, 2024 • Akero Therapeutics, Inc. • Pharmaceutical preparations • New York
Akero Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 11,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,650,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AKERO THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Senior Debt SecuritiesIndenture • May 10th, 2024 • Akero Therapeutics, Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • March 17th, 2023 • Akero Therapeutics, Inc. • Pharmaceutical preparations • New York
AKERO THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 24th, 2019 • Akero Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Akero Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
ContractWarrant Agreement • May 10th, 2024 • Akero Therapeutics, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
DISTRIBUTION AGREEMENTDistribution Agreement • May 18th, 2021 • Akero Therapeutics, Inc. • Pharmaceutical preparations • New York
Akero Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you” or the “Agent”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $100,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
Akero Therapeutics, Inc. 5,238,500 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • May 17th, 2023 • Akero Therapeutics, Inc. • Pharmaceutical preparations • New York
Akero Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 5,238,500 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. To the extent there are no additional Underwriters listed on Schedule 1 other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwriters shall mean either the singular or plural as the context requires.
CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LOAN AND...Loan and Security Agreement • August 5th, 2022 • Akero Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 15, 2022 and is entered into by and among AKERO THERAPEUTICS, INC., a Delaware corporation, and each of its Subsidiaries from time to time party hereto as borrower (individually and collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2019 • Akero Therapeutics, Inc. • Pharmaceutical preparations • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Akero Therapeutics, Inc., a Delaware corporation with its principal place of business at 170 Harbor Way, South San Francisco, CA 94080 (the “Company”), and William White (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Executive and the Company dated April 22, 2019 (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...Exclusive License Agreement • May 24th, 2019 • Akero Therapeutics, Inc. • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of June 7, 2018 (the “Effective Date”) by and between AMGEN INC., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320 (“AMGEN”), and AKERO THERAPEUTICS, INC., a Delaware corporation having an address at 271 Waverly Oaks, Suite 104, Waltham, Massachusetts 02452 (“AKERO”). AKERO and AMGEN are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AKERO THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Subordinated Debt SecuritiesIndenture • July 1st, 2020 • Akero Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 202[●] , among AKERO THERAPEUTICS, INC.., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
SUBLEASE AGREEMENTSublease Agreement • May 24th, 2019 • Akero Therapeutics, Inc. • Pharmaceutical preparations • California
This Sublease Agreement (“Sublease”) is dated as of October 23, 2018, for reference purposes only, by and between TRUCODE GENE REPAIR, INC., a Delaware corporation (“Sublandlord”), having an address of 170 Harbor Way, Third Floor, South San Francisco, California 94080, and AKERO THERAPEUTICS INC., a Delaware corporation (“Subtenant”), having an address of 400 Technology Square, 10th Floor, Cambridge, Massachusetts 02139. This Sublease shall be effective as of the date set forth in Section 2, below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 16th, 2022 • Akero Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 15, 2022, between Akero Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Pfizer Inc., a corporation organized under the laws of the State of Delaware (the “Purchaser”).
SUBLEASE AGREEMENTSublease Agreement • January 17th, 2019 • Akero Therapeutics, Inc. • Pharmaceutical preparations
This Sublease Agreement (“Sublease”) is dated as of October 23, 2018, for reference purposes only, by and between TRUCODE GENE REPAIR, INC., a Delaware corporation (“Sublandlord”), having an address of 170 Harbor Way, Third Floor, South San Francisco, California 94080, and AKERO THERAPEUTICS INC., a Delaware corporation (“Subtenant”), having an address of 400 Technology Square, 10th Floor, Cambridge, Massachusetts 02139. This Sublease shall be effective as of the date set forth in Section 2, below.
AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • May 10th, 2024 • Akero Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the date first written above by Akero Therapeutics, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (“Agent”), that are parties to that certain Open Market Sale AgreementSM, dated March 17, 2023 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 24th, 2019 • Akero Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of December, 2018, effective upon the Closing (as defined in the Purchase Agreement), by and among Akero Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2024 • Akero Therapeutics, Inc. • Pharmaceutical preparations • California
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 28, 2024 (the “Second Amendment Effective Date”), is entered into by and among AKERO THERAPEUTICS, INC., a Delaware corporation, and each of its Subsidiaries joined hereafter from time to time (hereinafter collectively referred to as “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (collectively, referred to as the “Lenders”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (together with its successors and assigns, in such capacity, the “Agent”).
OFFICE LEASEOffice Lease • March 16th, 2020 • Akero Therapeutics, Inc. • Pharmaceutical preparations • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between 601 & 651 GATEWAY CENTER LP, a Delaware limited partnership (“Landlord”), and AKERO THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
