CAMBRIDGE, Mass., March 24,
2023 /PRNewswire/ -- Akebia Therapeutics,
Inc. (Nasdaq: AKBA), a biopharmaceutical company with the
purpose to better the lives of people impacted by kidney disease,
announced that it has filed a revised definitive proxy statement
with the Securities and Exchange Commission (SEC) in connection
with a special meeting (Special Meeting) of stockholders scheduled
on April 11, 2023 at 10:00 a.m. ET in a virtual meeting format as a
live webcast. Akebia is holding the Special Meeting to seek
stockholder approval to, among other things, effect a reverse stock
split of Akebia's common stock, which Akebia believes would allow
it to regain compliance with the Nasdaq Stock Market's (Nasdaq)
minimum bid price rule and avoid delisting.
The Special Meeting is being held to vote on several matters
including amendments to Akebia's charter to:
- effect a reverse stock split of Akebia's outstanding common
stock (Proposal 1(a));
- proportionally decrease the number of authorized shares of
Akebia's common stock (Proposal 1(b)); and
- increase by two times (2x) the resulting number of authorized
shares of common stock if the amendments to effect the reverse
stock split and the proportional decrease in authorized shares are
effected (Proposal 2).
The revised proxy statement and proxy card replace the proxy
statement and proxy card previously provided on or about
March 1, 2023. The prior proxy card
may not be used to vote at the Special Meeting and will be
disregarded. The revised proxy materials were issued to submit
Proposal 1(a) and Proposal 1(b) as separate items because different
voting standards apply to each proposal.
NOTICE FOR STOCKHOLDERS: If you have already voted using the
prior proxy card, you must vote again using the revised proxy card
in order for your vote to be counted.
Akebia's board of directors strongly recommends that
stockholders vote "FOR" each of the proposals presented at the
Special Meeting. Additionally, an "Update for Stockholders"
presentation will be available via the Investors section of
Akebia's website at: https://ir.akebia.com.
If approved by stockholders and implemented by Akebia's board of
directors, a reverse stock split would be executed with the primary
purpose to increase the price per share of Akebia's common stock
to, among other things, enable Akebia to comply with the Nasdaq
continued listing requirements and avoid delisting. A vote to
proportionally decrease the number of authorized shares in Proposal
1(b) would more appropriately align the number of authorized but
unissued shares with Akebia's needs and stockholder
expectations.
"In May 2022 we reset our
strategic focus around maximizing Auryxia revenue, supporting
vadadustat and investing in our pipeline," said John P. Butler, Chief Executive Officer of
Akebia Therapeutics. "Our team has delivered on this promise, and
we are also disputing the complete response letter that the FDA
issued to our NDA for vadadustat. Despite this progress, we have
not been able to increase the price per share of our common stock
above one dollar for enough
consecutive days to regain compliance with Nasdaq's minimum bid
price rule and must seek approval from stockholders to effect a
reverse stock split. We continue to believe that maintaining a
Nasdaq listing is critical to stockholder liquidity, maximizing
value and, importantly, enabling our strategic vision. We will
continue to work to progress towards potential milestones and will
update shareholders appropriately with the goal of driving value
and regaining compliance before the date required for a reverse
split. However, we feel it is crucial to delivering shareholder
value to secure the approval to effect a reverse stock split if
necessary."
In the event Akebia is delisted from Nasdaq, the only
established trading market for its common stock would be
eliminated, and Akebia would be forced to list its shares on the
OTC Markets or another quotation medium, depending on its ability
to meet the specific listing requirements of those quotation
systems. As a result, an investor would likely find it more
difficult to trade or obtain accurate price quotations for Akebia
shares. Delisting would likely also reduce the visibility,
liquidity, and value of Akebia's common stock, reduce institutional
investor interest in the company, and may increase the volatility
of the common stock. Delisting could also cause a loss of
confidence of potential industry partners, lenders, and employees,
which could further harm Akebia's business and future
prospects.
Additional Information and Exercising Your Vote
On March 17, 2023, Akebia filed
with the SEC revised proxy materials, including a revised proxy
card. The proxy materials have been mailed to stockholders and the
revised proxy card contains instructions on how to cast your vote
via the Internet or by phone. The revised proxy statement and
revised proxy card are available at www.proxyvote.com. The revised
proxy materials are also available on the SEC's website at
www.sec.gov.
IF YOU HAVE ALREADY VOTED USING THE PRIOR PROXY CARD, YOU MUST
VOTE AGAIN USING THE REVISED PROXY CARD IN ORDER FOR YOU VOTE TO BE
COUNTED.
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April 10, 2023. Have your proxy card in hand when
you access the website and follow the instructions to obtain your
records and to create an electronic voting instruction form.
During The Meeting - Go to
www.virtualshareholdermeeting.com/AKBA2023SM
You may attend the meeting via the Internet and vote during the
meeting. Have the information that is printed in the box marked by
the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting
instructions. Vote by 11:59 p.m. Eastern
Time on April 10, 2023. Have
your proxy card in hand when you call and then follow the
instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood,
NY 11717.
About Akebia Therapeutics
Akebia Therapeutics, Inc. is
a fully integrated biopharmaceutical company with the purpose to
better the lives of people impacted by kidney disease. Akebia was
founded in 2007 and is headquartered in Cambridge, Massachusetts. For more
information, please visit our website at www.akebia.com, which does
not form a part of this release.
Forward Looking Statements
Statements in this
press release regarding Akebia Therapeutics,
Inc.'s (Akebia's) strategy, plans,
prospects, expectations, beliefs, intentions and goals are
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, as amended, and include,
but are not limited to, statements regarding: Akebia's
plans to effect a reverse stock split, if necessary and
approved by stockholders at the special meeting; and statements
about its goal of driving value and regaining compliance
with Nasdaq requirements and about the potential
benefits of a Nasdaq listing. The terms "expect,"
"intend," "believe," "plan," "goal," "potential," "will,"
"continue," derivatives of these words, and similar references are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Actual
results, performance or experience may differ materially from those
expressed or implied by any forward-looking statement as a result
of various risks, uncertainties and other factors, including, but
not limited to, risks associated with: the voting results on any
proposal submitted to Akebia's stockholders; the
potential demand and market potential and acceptance of, as well as
coverage and reimbursement related to, Auryxia,
including estimates regarding the potential market opportunity; the
competitive landscape for Auryxia, including potential
generic entrants; the ability of Akebia to attract and
retain qualified personnel; Akebia's ability to
implement cost avoidance measures and reduce operating expenses;
decisions made by health authorities, such as the FDA and the
European Medicines Agency, with respect to regulatory filings,
including the New Drug Application and the Formal Dispute
Resolution Request for vadadustat; Akebia's
ability to partner for vadadustat in
Europe in a timely manner, on
acceptable terms, or at all; the potential therapeutic benefits,
safety profile, and effectiveness of vadadustat; the
results of preclinical and clinical research; the direct or
indirect impact of the COVID-19 pandemic on regulators and
Akebia's business, operations, and the markets and
communities in which Akebia and its partners,
collaborators, vendors and customers operate; manufacturing, supply
chain and quality matters and any recalls, write-downs, impairments
or other related consequences or potential consequences; and early
termination of any of Akebia's collaborations. Other
risks and uncertainties include those identified under the heading
"Risk Factors" in Akebia's Annual Report on Form 10-K
for the year ended December 31, 2022,
and other filings that Akebia may make with the U.S.
Securities and Exchange Commission in the future. These
forward-looking statements (except as otherwise noted) speak only
as of the date of this press release, and, except as required by
law, Akebia does not undertake, and specifically
disclaims, any obligation to update any forward-looking statements
contained in this press release.
Akebia Therapeutics Contact
Mercedes Carrasco
mcarrasco@akebia.com
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SOURCE Akebia Therapeutics