UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December 10~~January 15, ~~2019~~2020

Audentes Therapeutics, Inc.

(Exact ~~name~~Name of Registrant as Specified in ~~Its~~its Charter)

Delaware

001-37833

46-1606174

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

600 California Street, 17th Floor

San Francisco, CA 94108

94108

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Phone Number, including Area Code: (415) 818-1001

Not Applicable

(Former Name ofor Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General ~~Instructions~~Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of exchange

on which registered

Common Stock, par value $0.00001 per share

BOLD

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

~~Item~~Introductory 5Note.~~02.~~ ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

As previously disclosed, on December 2, 2019, Audentes Therapeutics, Inc., a Delaware corporation (ethe “Company”), ~~Compensatory~~Astellas ~~Arrangements~~Pharma Inc., a company organized under the laws of ~~Certain~~Japan ~~Officers~~(“Astellas”), and Asilomar Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Astellas (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

AsPursuant ~~previously~~to ~~disclosed,~~the ~~Audentes~~Merger ~~Therapeutics~~Agreement, ~~Inc.~~on December 16, ~~a Delaware corporation (the “Company” or “Audentes”)~~2019, ~~Astellas~~Merger ~~Pharma~~Sub ~~Inc.,~~commenced a ~~company~~cash ~~organized~~tender ~~under~~offer (the ~~laws of Japan (~~“~~Parent~~Offer”) orto ~~“Astellas”),~~purchase ~~and~~all ~~Asilomar~~of ~~Acquisition~~the ~~Corp.,~~outstanding ashares ~~Delaware~~of ~~corporation~~the ~~and~~Company’s ancommon ~~indirect~~stock, ~~wholly~~par ~~owned~~value ~~subsidiary~~$0.00001 ofper ~~Parent~~share (“~~Merger Sub~~Shares”), ~~entered~~at ~~into~~a anprice ~~Agreement~~of ~~and~~$60.00 ~~Plan~~per ofShare ~~Merger~~ (the “~~Merger~~Offer ~~Agreement~~Price”) ~~on December 2~~, ~~2019,~~net ~~pursuant~~ to ~~which~~the ~~Merger~~seller ~~Sub~~in ~~has launched a~~ cash, ~~tender~~without ~~offer~~interest ~~(the~~and ~~“Offer”)~~less toany ~~purchase~~applicable ~~all~~tax ofwithholding, upon the ~~outstanding~~terms ~~shares~~and ofsubject to the ~~Company’s~~conditions ~~common~~set ~~stock,~~forth ~~and~~in ~~following consummation of~~ the Offer ~~upon~~to ~~the~~Purchase ~~terms~~dated ~~and~~December 16, ~~subject~~2019, toand in the ~~conditions~~related ~~set~~Form ~~forth~~of inLetter ~~the~~of ~~Merger Agreement~~Transmittal, ~~Merger~~filed ~~Sub~~as ~~will~~Exhibit ~~merge~~(a)(1)(A) ~~with~~ and ~~into~~Exhibit ~~the~~(a)(1)(B), ~~Company~~respectively, ~~with~~to the ~~Company~~Schedule ~~surviving~~TO asoriginally anfiled ~~indirect,~~with ~~wholly~~the ~~owned~~U.S. ~~subsidiary~~Securities ofand ~~Parent~~Exchange Commission (the “~~Merger,~~SEC”) by Astellas and ~~together~~Merger ~~with~~Sub ~~the~~on ~~Offer~~December 16, ~~and~~2019, ~~the~~in ~~other~~each ~~transactions~~case ~~contemplated~~as byamended, ~~the~~supplemented ~~Merger~~or ~~Agreement,~~otherwise ~~the~~modified ~~“Transactions”)~~from time to time.

In connection with the Transactions, certain executive officers of the Company (including its named executive officers) may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of SectionItem ~~280G of the Internal Revenue Code of 1986, as amended (the “Code”)~~1. To mitigate the potential impact of Sections 280G and 4999 of the Code on the Company and its executive officers, on December 10, 2019, the Compensation Committee of the Company’s Board of Directors (i) approved each executive officer’s 2019 annual bonus to be paid in calendar year 2019, (ii) approved the accelerated vesting and settlement of certain restricted stock units previously granted to certain executive officers and (iii) adopted a tax reimbursement and bonus plan (the “Tax Reimbursement and Bonus Plan”), providing for (A) eligibility to receive tax reimbursement payments to the executive officers and other employees in the event that such individual is subject to an excise tax under Section 4999 of the Code, and (B) certain bonus payments to be paid to certain executive officers and other employees prior to December 31, 201902. ~~The~~Termination ~~aggregate amount~~ of payments that may be made under the Tax Reimbursement and Bonus Plan may not exceed $2,500,000. Additional information regarding the items described in this paragraph may be found under the caption “Item 3. Past Contacts, Transactions, Negotiations and Agreements – Arrangements with Current Executive Officers and Directors of Audentes” in the solicitation/recommendation statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “SEC”) on December 16, 2019. The foregoing description of the Tax Reimbursement and Bonus Plan contained in this Item 5.02 does not purport to be complete and is subject to and qualified in its entirety by reference to such Tax Reimbursement and Bonus Plan, a ~~copy~~Material ofDefinitive ~~which is attached as Exhibit 10~~Agreement.1 ~~to this Current Report on Form 8-K and is incorporated herein by reference.~~

~~Additional~~In ~~Information~~March ~~about~~2018, the ~~Acquisition~~Company entered into a Sales Agreement (the “Sales Agreement”) with Cowen and ~~Where~~Company, LLC (“Cowen”) to ~~Find~~sell Itshares of the Company’s common stock yielding aggregate sales gross proceeds of $150 million, from time to time, through an “at the market” equity offering program under which Cowen acted as sales agent. A description of the Sales Agreement was included in the prospectus supplement filed with the SEC on March 29, 2018 pursuant to Rule 424(b)(5) relating to the Sales Agreement.

In ~~This~~connection communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Audentes common stock, nor is it a substitute for the tender offer materials filed by Astellas and its acquisition subsidiary with ~~the~~Merger ~~SEC~~(as ~~upon~~defined ~~commencement of the tender offer. On December 16~~below), ~~2019, Astellas filed a tender offer statement~~ on ~~Schedule TO with the SEC and Audentes filed a solicitation/recommendation statement on Schedule~~January ~~14D-9 with~~15, ~~respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE~~2020, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION STATEMENT CONTAINS IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY AUDENTES’ STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the ~~tender~~Company ~~offer~~provided ~~statement~~notice ~~and the solicitation/recommendation statement will be mailed~~ to ~~Audentes’~~Cowen ~~stockholders free~~ of ~~charge.~~its Adecision ~~free~~to ~~copy~~terminate of the ~~tender~~Sales ~~offer~~Agreement ~~statement~~contingent ~~and~~on the ~~solicitation/recommendation~~occurrence ~~statement is also available to all stockholders~~ of ~~Audentes by contacting Audentes at ir@audentestx.com or by phone at 1-415-818-1033. In addition~~, ~~the~~and ~~tender~~effective ~~offer statement~~upon, the ~~related~~Effective ~~letter~~Time ~~of transmittal and certain other tender offer documents and the solicitation/recommendation statement~~ (~~and~~as ~~all~~defined ~~other documents filed with the SEC~~below) ~~are, or will be, upon filing with the SEC, available at no charge on the SEC’s website: www~~.~~sec.gov.~~ InThe ~~addition~~Company tois ~~these~~not ~~documents,~~subject ~~Audentes files annual, quarterly and current reports and other information with the SEC. These filings with the SEC are also available~~ to ~~the~~any ~~public~~termination ~~for~~penalties ~~free~~related ~~at the SEC’s website at www.sec.gov. In addition, the solicitation/recommendation statement and the other documents filed by the Audentes with the SEC are available~~ to ~~all~~termination ~~stockholders~~ of ~~Audentes~~the ~~free~~Sales ~~of charge at http://investors~~Agreement.~~audentestx.com/sec-filings.~~

~~AUDENTES’~~Item ~~STOCKHOLDERS~~2.01 ~~ARE~~Completion ~~ADVISED~~of TOAcquisition ~~READ~~or ~~THE~~Disposition ~~SCHEDULE~~of TO AND THE SCHEDULE 14D-9 CAREFULLY, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO, AS WELL AS IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF AUDENTES’ COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARESAssets.

~~Cautionary~~The ~~Notice~~information ~~Regarding~~set ~~Forward~~forth under the Introductory Note of this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated herein by reference.

~~This~~The ~~Form 8-K contains~~Offer ~~“forward-looking~~and ~~statements”~~withdrawal ~~relating~~rights toexpired ~~the~~at ~~acquisition~~12:00 ~~of Audentes by Astellas. Such forward-looking statements include~~midnight, ~~but~~New ~~are~~York ~~not~~City ~~limited to~~time, at the ~~ability~~end of ~~Audentes and Astellas to complete~~ the ~~transactions~~day ~~contemplated~~on ~~by the Merger Agreement~~January 14, ~~including~~2020 ~~the~~as ~~parties’~~scheduled ~~ability to satisfy the conditions to the consummation of the Offer contemplated thereby~~ and ~~the~~was ~~other~~not ~~conditions~~extended. ~~set~~American ~~forth~~Stock inTransfer & ~~the~~Trust ~~Merger~~Company, ~~Agreement~~LLC, ~~statements~~in ~~about~~its ~~the~~capacity ~~expected~~as ~~timetable~~depositary for ~~completing~~ the ~~transaction,~~Offer ~~Astellas’ and Audentes’ beliefs and expectations and statements about~~ (the ~~benefits sought to be achieved in Astellas’ proposed acquisition of Audentes~~“Depositary”), ~~the~~advised ~~potential effects of the acquisition on both~~ Astellas and ~~Audentes,~~Merger ~~and~~Sub ~~the~~that, ~~possibility~~as of ~~any~~expiration ~~termination~~ of the ~~Merger Agreement. In some cases~~Offer, ~~forward-looking~~a ~~statements~~total ~~may~~of ~~be identified by terminology such as “believe~~35,~~” “may~~852,”857 ~~“will,”~~Shares ~~“should”,~~had ~~“predict”,~~been ~~“goal”,~~validly ~~“strategy”,~~tendered ~~“potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek”~~ and ~~similar~~not ~~expressions~~validly ~~and~~withdrawn ~~variations~~pursuant ~~thereof. These words are intended~~ to ~~identify forward-looking statements. Audentes has based these forward-looking statements on current expectations and projections about future events and trends that it believes may affect~~ the ~~financial condition~~Offer, ~~results~~representing ofapproximately ~~operations,~~76.7% ~~business strategy, short-term and long-term business operations and objectives and financial needs~~ of ~~Audentes, but there can be no guarantee that such expectations and projections will prove accurate in~~ the ~~future~~outstanding Shares.

The ~~All~~number ~~statements other than statements~~ of ~~historical~~Shares ~~fact~~validly ~~are~~tendered ~~statements~~and ~~that~~not ~~could~~validly bewithdrawn ~~deemed~~pursuant ~~forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as~~ to the ~~timing of the~~ Offer ~~and~~satisfied the ~~subsequent~~Minimum ~~Merger;~~Condition ~~uncertainties as to how many~~ of ~~Audentes’ stockholders will tender their shares in~~ the Offer; ~~the~~(as ~~risk~~defined ~~that~~in ~~competing offers or acquisition proposals will be made;~~ the ~~possibility~~Merger ~~that~~Agreement). ~~various~~All conditions to the ~~consummation of the Merger and the~~ Offer ~~contemplated~~having ~~thereby~~been ~~may not be~~ satisfied, ~~or waived; the effects of disruption from the transactions contemplated by the Merger Agreement~~ on ~~Audentes’~~January 15, ~~business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees~~2020, ~~suppliers and other business partners; and the risk that stockholder litigation in connection with the Offer or the~~ Merger ~~may~~Sub ~~result~~accepted infor ~~significant~~payment ~~costs~~all ofShares ~~defense,~~validly ~~indemnification~~tendered and ~~liability.~~not ~~Moreover,~~validly ~~Audentes~~withdrawn ~~operates~~pursuant ~~in very competitive and rapidly changing environment~~to, and ~~new~~prior ~~risks emerge from time~~ to ~~time. Although Audentes believes that~~ the ~~expectations~~expiration ~~reflected in such forward-looking statements are reasonable, it cannot guarantee future events, results, actions, levels~~ of ~~activity~~, ~~performance or achievements, business and market conditions,~~ the ~~timing~~Offer. ~~and~~Astellas ~~results of biotechnology development~~ and ~~potential~~Merger ~~regulatory~~Sub ~~approval and whether the conditions to the closing of the proposed transaction~~ are ~~satisfied~~required ~~on the expected timetable or at all. Forward-looking statements are also subject~~ to ~~risks~~make ~~and~~prompt ~~uncertainties~~payment ~~pertaining to the business~~ of ~~Audentes, including those set forth in~~ the ~~“Risk~~Offer ~~Factors”~~Price ~~and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Audentes’ Annual Report on Form 10-K~~ for ~~the~~such ~~year~~tendered ~~ended~~Shares ~~December 31,~~to ~~2018, which is on file with~~ the ~~SEC and available on the SEC’s website at www.sec.gov . Additional factors may be set forth in those sections of Audentes’ Quarterly Report on Form 10-Q for the quarter ended September 30~~Depositary, ~~2019,~~ which iswill ontransmit ~~file~~payments ~~with the SEC and available on the SEC’s website at www.sec.gov . In addition~~ to ~~the~~tendering ~~risks~~stockholders ~~described above and~~ in ~~Audentes’~~accordance ~~other filings~~ with the ~~SEC,~~terms other unknown or unpredictable factors could also affect Audentes’ results. No forward-looking statements can be guaranteed and actual results may differ materially from such statements. The information contained in this Form 8-K is provided only as of the ~~date hereof, and no party undertakes any obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by law~~Offer.

~~Item~~Also 9on January 15, 2020, following acceptance of the tendered Shares and pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), Merger Sub merged with and into the Company (the “Merger”), with the Company being the surviving corporation of the Merger.01 No stockholder vote was required to consummate the Merger. ~~Financial~~Upon ~~Statements~~completion ~~and~~of ~~Exhibits~~the Merger, the Company became an indirect, wholly-owned subsidiary of Astellas.

Also on January 15, 2020, pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding Share (other than (i) the Shares held in the treasury of the Company or owned by Astellas or Merger Sub immediately prior to the Effective Time and (ii) Shares as to which appraisal rights have been perfected in accordance with the DGCL) were canceled and converted into the right to receive an amount in cash equal to the Offer Price, without interest and less any applicable tax withholding. The effect of the Merger on Company stock options and other equity-based awards is described on pages 6-8 of the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the SEC on December 16, 2019, as amended, supplemented or otherwise modified from time to time, which description is incorporated herein by reference.

The aggregate cash consideration paid by Merger Sub in the Offer and the Merger was approximately $3.0 billion, excluding related transaction fees and expenses. Astellas funded the consideration paid to stockholders and holders of outstanding stock options and restricted stock units in the Offer and pursuant to the Merger through Astellas’ cash on hand and existing loan facilities.

The foregoing summary description of the Merger Agreement and related transactions does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on December 3, 2019, and which is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 15, 2020, in connection with the consummation of the Merger, Astellas and the Company (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been consummated, and (ii) requested that Nasdaq (x) halt trading in the Shares for January 15, 2020 and suspend trading of the Shares effective at the close of business on January 15, 2020 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Shares and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth under the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on January 15, 2020, a change in control of the Company occurred, and the Company now is an indirect, wholly-owned subsidiary of Astellas. To the knowledge of the Company, there are no arrangements which may at a subsequent date result in a further change in control of the Company. The information set forth under the Introductory Note, Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

In connection with the Merger, effective at the Effective Time, (i) each of Matthew Patterson, Mark Goldberg, M.D., Louis Lange, M.D., Ph.D., Jennifer Jarrett, Scott Morrison, Thomas Schuetz, M.D., Ph.D. and Julie Smith resigned from his or her respective position as a member of the Company’s Board of Directors, and each committee thereof, and (ii) Matthew Patterson ceased to be an executive officer of the Company. These resignations were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

At the Effective Time, (i) each of Natalie Holles, Percival Barretto-Ko, Masaaki Hirano and Toru Yoshimitsu became directors of the Company, (ii) Natalie Holles became the President and Chief Executive Officer of the Company and (iii) Thomas Soloway became the Treasurer of the Company. In addition, Thomas Soloway will remain in his position as Senior Vice President and Chief Financial Officer of the Company. Information regarding the new directors (other than Natalie Holles) has been previously disclosed in the Schedule TO originally filed with the SEC by Astellas and Merger Sub on December 16, 2019 (together with the exhibits and annexes thereto and as amended, supplemented, or otherwise modified from time to time), which is incorporated herein by reference. Information regarding Natalie Holles and the officers of the Company has been previously disclosed in the proxy statement filed with the SEC on April 26, 2019 and is incorporated herein by reference. Information regarding contractual arrangements between Natalie Holles and the Company and Thomas Soloway and the Company has been previously disclosed in the Schedule 14D-9 originally filed with the SEC on December 16, 2019, as amended, supplemented or otherwise modified from time to time, which description is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.

Copies of the Company’s amended and restated certificate of incorporation and the Company’s amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which are incorporated herein by reference.

On January 15, 2020, immediately following the Effective Time, the Company’s Board of Directors approved a change in the Company’s fiscal year to end on March 31.

Item 8.01

Other Events.

On January 15, 2020, Astellas and the Company issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
	10.1	Audentes Therapeutics, Inc. Tax Reimbursement and Bonus Plan, dated December 10, 2019 (Incorporated by reference to Exhibit (e)(15) to the Registrant’s Solicitation/Recommendation Statement on Schedule 14D-9 filed on December 16, 2019).
	2.1	Agreement and Plan of Merger, dated as of December 2, 2019, by and among Astellas Pharma Inc., Asilomar Acquisition Corp., and Audentes Therapeutics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Audentes Therapeutics, Inc. with the SEC on December 3, 2019)
	3.1*	Amended and Restated Certificate of Incorporation of Audentes Therapeutics, Inc.
	3.2*	Amended and Restated Bylaws of Audentes Therapeutics, Inc.
	99.1**	Press Release of Astellas Pharma Inc. and Audentes Therapeutics, Inc., issued on January 15, 2020
	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

*	Filed herewith

**	Furnished herewith.

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 thereunto duly authorized.

	AUDENTES THERAPEUTICS, INC.
Date: December 16, 2019	By:	/s/ Matthew R. Patterson
Date: January 15, 2020	By:	/s/ Natalie Holles
		Matthew R. Patterson
		Natalie Holles
		Chairman and Chief Executive Officer
		President and Chief Executive Officer

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