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): ~~August~~October 3012, 2020

Akcea Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

of Incorporation)


001-38137		47-2608175
(Commission File No.)		(IRS Employer Identification No.)

22 Boston Wharf Road

9th Floor

Boston, MA 02210

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (617) 207-0202

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:

☐

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(s)

Name of each exchange

on which registered

Common stock

AKCA

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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 1.01

Entry into a Material Definitive Agreement.

OnAs ~~August 30,~~previously ~~2020,~~disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Akcea Therapeutics, Inc., a Delaware corporation (~~“Akcea” or~~ the “Company”), on August 30, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ionis Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and Parent’s wholly owned subsidiary, Avalanche Merger Sub, Inc., a Delaware corporation (“Purchaser”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on September 14, 2020, Purchaser commenced a tender offer (the “Offer”) to acquire all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (other than Shares held by the Company, Parent, Purchaser or other direct or indirect wholly owned subsidiaries of Parent) at a price of $18.15 per Share, net to the seller in cash, without interest, and subject to any applicable withholding of taxes (the “Offer Price”).

~~Pursuant~~At toone ~~the~~minute ~~Merger~~after ~~Agreement~~11:59 p.m., ~~and~~Eastern ~~upon~~Time, on October 9, 2020, the ~~terms~~Offer ~~and~~expired. ~~subject~~American toStock ~~the~~Transfer & ~~conditions~~Trust ~~thereof~~Company, ~~Purchaser~~LLC, ~~will~~in ~~commence~~its acapacity ~~tender~~as ~~offer~~depository for the Offer (the “~~Offer~~Depository”), toadvised ~~acquire~~that, ~~all~~as of the ~~issued~~expiration ~~and~~of ~~outstanding~~the ~~shares~~Offer, a total of 21,201,937 Shares (~~the~~excluding “(i) Shares” beneficially owned and tendered by Excluded Holders (as defined below) and (ii) Shares with respect to which Notices of ~~common~~Guaranteed ~~stock,~~Delivery ~~par~~were ~~value~~delivered) ~~$0.001~~were ~~per~~tendered ~~share~~and not validly withdrawn pursuant to the Offer, representing approximately 85.5% of the ~~Company~~Shares ~~(other~~outstanding ~~than~~as ~~Shares~~of ~~held~~the byexpiration of the ~~Company~~Offer, excluding the Shares beneficially owned by Parent, ~~Purchaser~~its oraffiliates (other ~~direct~~than orthe ~~indirect~~Company ~~wholly~~and ~~owned~~its subsidiaries), oftheir ~~Parent)~~respective atdirectors aand ~~price~~executive ofofficers, ~~$18.15~~and ~~per~~Damien ~~Share~~McDevitt (collectively, ~~net~~the to“Excluded Holders”). In addition, the ~~seller~~Depository inadvised ~~cash~~that Notices of Guaranteed Delivery have been delivered with respect to 919,068 ~~without~~additional ~~interest~~Shares, ~~and~~representing ~~subject~~approximately to3.7% ~~any~~of ~~applicable~~the ~~withholding~~Shares outstanding as of ~~taxes~~the (expiration of the “Offer, ~~Price”).~~excluding ~~Parent~~the ~~currently~~Shares ~~owns~~beneficially ~~approximately~~owned ~~76%~~by ofthe ~~all~~Excluded ofHolders. Each condition to the ~~issued~~Offer was satisfied or waived, and ~~outstanding~~Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn.

~~The~~On ~~obligation~~October 12, of2020, ~~Parent~~following ~~and~~consummation ~~Purchaser~~of ~~to consummate~~ the Offer, isPurchaser ~~subject~~merged towith ~~certain~~and ~~customary~~into ~~conditions,~~the ~~including~~Company ~~that~~(the ~~there~~“Merger”), bewith ~~validly~~the ~~tendered~~Company ~~and~~as ~~not~~the ~~validly~~surviving ~~withdrawn~~corporation a(the ~~number~~“Surviving ofCorporation”). ~~Shares~~The ~~that,~~Merger ~~excluding~~was ~~the~~completed ~~Shares~~pursuant ~~beneficially~~to ~~owned~~Section 251(h) byof ~~Parent,~~the ~~its~~General ~~affiliates,~~Corporation ~~their~~Law ~~respective~~of ~~directors~~the ~~and~~State ~~executive~~of ~~officers~~Delaware (the “DGCL”), ~~and~~with ~~Damien~~no ~~McDevitt,~~vote of the Company’s ~~chief~~stockholders ~~executive~~required ~~officer,~~to ~~represents~~consummate atthe ~~least~~Merger. ~~one~~At ~~Share~~the ~~more~~effective ~~than~~time ~~50%~~ of the ~~Shares~~Merger ~~not~~(the ~~beneficially~~“Effective ~~owned~~Time”), byeach ~~such~~issued ~~persons~~and outstanding atShare ~~the~~(other ~~time~~than ofShares ~~the~~held ~~expiration~~by of the ~~Offer~~Company, ~~(the~~Parent, ~~“Minimum~~Purchaser, ~~Condition”).~~any ~~The~~wholly ~~Minimum~~owned ~~Condition~~subsidiary ~~may~~of ~~not~~Parent beor ~~waived.~~Purchaser, ~~Consummation~~or by stockholders of the ~~Offer~~Company iswho ~~not~~have ~~subject~~perfected totheir astatutory ~~financing~~rights ~~condition.~~of ~~Given~~appraisal under the ~~current~~DGCL) ~~level~~was ofconverted ~~ownership~~into bythe ~~Parent~~right into ~~the~~receive ~~Company,~~$18.15 ~~the~~in ~~transaction~~cash, iswithout ~~not~~any ~~anticipated~~interest tothereon beand subject to any ~~antitrust~~withholding orof ~~competition regulatory approvals~~taxes.

AtIn ~~the~~addition, ~~time~~at of the ~~acceptance~~Effective ~~for~~Time, ~~payment~~each ofoption ~~all~~to ~~Shares~~purchase ~~tendered~~Company ~~(and~~common ~~not~~stock ~~validly~~with ~~withdrawn)~~an ~~pursuant~~exercise toprice ~~the~~lower ~~Offer~~than (the “Offer ~~Acceptance~~Price ~~Time”),~~and each ~~Share~~Company ~~(other~~restricted ~~than~~stock ~~any~~unit, ~~Shares~~in ~~held~~each ~~(i) immediately~~case ~~prior~~whether toor ~~the~~not ~~Offer~~vested, ~~Acceptance~~was ~~Time~~cancelled byand ~~the~~converted ~~Company~~into ~~(or~~the ~~held~~right into receive the ~~Company’s~~Offer ~~treasury),~~Price (~~ii)~~less ~~by Parent, Purchaser, or~~ any ~~other~~applicable ~~direct~~exercise orprice ~~indirect~~in ~~wholly~~the ~~owned~~case ~~subsidiary~~ of ~~Parent and (iii~~options) by ~~stockholders~~for ~~who~~each ~~have~~Share ~~properly~~subject ~~exercised~~to ~~and~~such ~~perfected~~award, ~~their~~pursuant ~~demands~~to ~~for~~the ~~appraisal~~terms ofset ~~such~~forth ~~Shares~~ in ~~accordance with~~ the ~~General~~Merger ~~Corporation~~Agreement. ~~Law~~Each ofoption ~~the~~to ~~State~~purchase ofCompany ~~Delaware~~common ~~(the~~stock ~~“DGCL”))~~with ~~will~~an beexercise ~~cancelled~~price ~~and~~greater ~~converted~~than ~~into~~or ~~the~~equal ~~right~~ to ~~receive~~the anOffer ~~amount~~Price inwas ~~cash~~cancelled ~~equal~~with tono ~~the~~consideration ~~Offer Price~~payable.

~~Following~~The ~~the~~foregoing ~~Offer~~summary ~~Acceptance~~of ~~Time, subject to~~ the ~~satisfaction~~Merger orAgreement ~~waiver~~and ofthe ~~certain~~transactions ~~conditions,~~contemplated ~~Parent~~thereby ~~will~~does ~~acquire~~not ~~any~~purport ~~remaining~~to ~~Shares~~be bycomplete aand ~~merger~~is ofsubject ~~Purchaser~~to, ~~with~~ and ~~into~~qualified ~~the~~in ~~Company~~its ~~with~~entirety by, the ~~separate~~full ~~existence~~text of ~~Purchaser ceasing and~~ the ~~Company~~Merger ~~continuing~~Agreement attached as ~~the~~Exhibit ~~surviving corporation (the “Merger”)~~2.1 ~~The~~to ~~Merger Agreement contemplates that~~ the ~~Merger~~Current ~~will~~Report beon ~~effected~~Form ~~pursuant~~8-K tofiled ~~Section 251(h)~~with of the ~~DGCL,~~SEC ~~which~~by ~~permits completion of~~ the ~~Merger~~Company ~~without~~on aAugust 31, ~~stockholder~~2020 ~~vote~~and asincorporated ~~soon~~herein asby ~~practicable following consummation of the Offer~~reference.

InItem ~~addition,~~3.01 atNotice ~~the effective time~~ of ~~the~~Delisting ~~Merger,~~or ~~each~~Failure ~~option~~ to ~~purchase~~Satisfy ~~Akcea~~a ~~common~~Continued ~~stock~~Listing ~~with~~Rule ~~an exercise price lower than the Offer Price and each Akcea restricted stock unit, in each case whether~~ or ~~not~~Standard; ~~vested,~~Transfer ~~will be cancelled, and the holder thereof will be entitled to receive the Offer Price (less any applicable exercise price in the case~~ of ~~options) for each share subject to such award, pursuant to the terms set forth in the Merger Agreement~~Listing. ~~Each option to purchase Akcea common stock with an exercise price greater than or equal to the Offer Price will be cancelled with no consideration payable.~~

~~The~~In ~~board~~connection ofwith ~~directors~~the consummation of the ~~Company~~Merger, (the “Company ~~Board”~~(i) notified ~~delegated~~the toNASDAQ ~~its~~Global ~~Affiliate~~Select ~~Transactions~~Market ~~Committee~~ (~~the~~ “~~Special Committee~~NASDAQ”) of the ~~responsibility~~consummation ~~and~~of ~~authority~~the toMerger ~~consider, negotiate~~ and ~~approve~~(ii) requested orthat ~~decline~~NASDAQ to(x) halt ~~approve~~trading in the ~~proposal~~Shares ~~received~~following bymarket ~~the~~close ~~Company~~on ~~from~~the ~~Parent~~evening ~~with~~of ~~respect~~October 9, to2020, ~~the~~and ~~transactions~~suspend ~~contemplated~~trading byof the ~~Merger~~Shares ~~Agreement.~~effective ~~The~~as ~~Special~~of ~~Committee~~the ~~approved~~morning ~~and~~of ~~recommended~~October 13, to2020, ~~the~~prior ~~Company~~to ~~Board~~market ~~the execution~~open, ~~delivery~~ and ~~performance~~(y) file bywith the ~~Company~~SEC ofa ~~the~~Notification ~~Merger~~of ~~Agreement.~~Removal ~~The~~from ~~Company~~Listing ~~Board,~~and/or ~~acting~~Registration on ~~the~~Form ~~recommendation~~25 ofto ~~the~~delist ~~Special~~and ~~Committee,~~deregister ~~approved~~ the ~~execution,~~Shares ~~delivery~~under ~~and~~Section 12(b) ~~performance~~of by the ~~Company~~Securities ofExchange ~~the~~Act ~~Merger~~of ~~Agreement~~1934, ~~and~~as amended (the ~~acquisition~~“Exchange ofAct”). ~~the~~The Company byintends ~~Parent~~to onfile with the ~~terms~~SEC ~~and~~a ~~subject~~Certification toand ~~the~~Notice ~~conditions~~of ~~set~~Termination ~~forth~~of inRegistration ~~the~~on ~~Merger~~Form ~~Agreement~~15 ~~and~~under ~~resolved~~the toExchange ~~recommend~~Act, requesting that the ~~stockholders~~Company’s ofreporting ~~the~~obligations ~~Company~~under ~~(other~~Sections ~~than~~13 ~~Parent~~ and ~~its affiliates~~15(d) ~~tender~~of ~~their~~the ~~Shares~~Exchange toAct ~~Purchaser~~be ~~pursuant to the Offer~~suspended.

~~The~~Item ~~Merger Agreement includes customary representations, warranties and covenants of the Company, Parent and Purchaser~~3.03 ~~The~~Material ~~Company~~Modification ~~has agreed~~ to ~~use~~Rights ~~reasonable best efforts to operate its business in the ordinary course~~ of ~~business~~Security ~~consistent in all material respects with past practice until the earlier of the time the Merger becomes effective (the “Effective Time”) or the termination of the Merger Agreement~~Holders. ~~The Company has also agreed not to solicit or initiate discussions with third parties regarding other proposals for a strategic transaction involving the Company.~~

The ~~Merger~~information ~~Agreement~~contained ~~also includes customary termination provisions for both the Company and Parent, subject,~~ in ~~certain~~Items ~~circumstances~~1.01, to3.01 ~~the~~and ~~payment by the Company of a termination fee of $15 million~~5.03 ~~The Company must pay Parent such termination fee in the event that the Merger Agreement is terminated by Parent following a change~~ of ~~recommendation~~this byCurrent ~~the~~Report ~~Company~~on ~~Board~~Form or8-K ~~the Special Committee or if the Company terminates the Merger Agreement to enter into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement), in each case as~~ is ~~more~~incorporated particularly described in the Merger Agreement. The Company must also pay Parent the termination fee if (A) the Merger Agreement is terminated (i) after 11:59 p.m. Eastern time on December 30, 2020 and the Offer Acceptance Time has not occurred prior to such termination, (ii) as a result of a breach by ~~the~~reference Company of its representation and warranties or covenants, or (iii) after the expiration of the Offer at which time all conditions other than the Minimum Condition have been satisfied, (B) a third party has made public a bona fide acquisition proposal to the Company that it has not publicly withdrawn prior to such termination and (C) within 12 months following such termination the Company enters into anthis ~~agreement~~Item ~~for, or consummates, an alternative transaction~~3. The Merger Agreement provides that the parties are entitled to an injunction or injunctions to prevent breaches of the Merger Agreement, and to specifically enforce the terms and provisions of the Merger Agreement03.

~~The~~Item foregoing summary of the principal terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full copy of the Merger Agreement filed as Exhibit 25.101 ~~hereto~~Changes and incorporated herein by reference. The summary and the copy of the Merger Agreement are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in ~~its~~Control public reports filed with the U.S. Securities and Exchange Commission (“SEC”). The assertions embodied in the representations and warranties included in the Merger Agreement were made solely for purposes of the contract among the Company, Purchaser and Parent and are subject to important qualifications and limitations agreed to by the Company, Purchaser and Parent in connection with the negotiated terms, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investorsRegistrant. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings or may have been used for purposes of allocating risk among the Company, Purchaser and Parent rather than establishing matters as facts. Investors should not rely on the representations and warranties or any description of them as characterizations of the actual state of facts of the Company, Parent, Purchaser or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and this subsequent information may or may not be fully reflected in public disclosures by the Company or Parent.

Upon the Effective Time, the Company became a wholly owned subsidiary of Parent. The information contained in Items 1.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

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

In connection with the Merger, at the Effective Time, each of the directors of the Company (Damien McDevitt, Ph.D.; B. Lynne Parshall, J.D.; Elaine Hochberg; Joseph Klein, III; Amber Salzman, Ph.D.; Sandford D. Smith; Michael J. Yang; and Barbara Yanni, J.D.) resigned as directors of the Company.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the directors and officers of Purchaser as of immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. Brett Monia assumed the roles of director and President of the Surviving Corporation, Elizabeth L. Hougen assumed the roles of director and Treasurer of the Surviving Corporation and Melissa Yoon, assumed the role of Secretary of the Surviving Corporation.

Information about Mr. Monia, Ms. Hougen and Ms. Yoon is contained in the Offer to Purchase, dated September 14, 2020, filed by Parent and Purchaser as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on September 14, 2020, which information is incorporated herein by reference.

Item 5.03

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

OnPursuant ~~August 30,~~to ~~2020,~~ the ~~Company~~terms ~~Board~~of ~~adopted an amendment to~~ the ~~Company’s~~Merger ~~Amended and Restated Bylaws~~Agreement, as ~~amended~~of (the ~~“Bylaws”)~~Effective Time, ~~which amendment took effect upon adoption by~~ the Company’s ~~Board.~~amended ~~Specifically,~~and ~~Section 46~~restated certificate of ~~the~~incorporation ~~Bylaws~~was ~~(“Section 46”)~~amended ~~was~~and ~~modified~~restated toin ~~provide~~its ~~that,~~entirety ~~unless~~as ~~the~~set ~~Company~~forth ~~consents~~on inAnnex ~~writing~~II to the ~~selection~~Merger ofAgreement ~~an alternative forum,~~ (the ~~federal~~“Amended ~~district~~and ~~courts~~Restated ~~located~~Certificate inof ~~Boston~~Incorporation”), ~~Massachusetts,~~and to the ~~fullest~~Company’s ~~extent~~amended ~~permitted~~and byrestated ~~law,~~bylaws ~~will~~were beamended ~~the sole~~ and ~~exclusive~~restated ~~forum~~to ~~for~~read ~~the~~in ~~resolution~~their ofentirety ~~any~~as ~~complaint~~the ~~asserting~~bylaws ~~a cause~~ of ~~action~~Purchaser ~~against~~immediately ~~the~~prior ~~Company~~to ~~arising under~~ the ~~United~~Effective ~~States~~Time ~~federal securities laws. The amendment also provides that~~ (the ~~Company~~“Amended ~~shall be entitled to injunctive relief~~ and ~~specific~~Restated ~~performance to enforce the provisions of Section 46~~Bylaws”).

~~The~~Copies ~~foregoing~~of ~~description~~the isAmended ~~qualified~~and inRestated ~~its~~Certificate ~~entirety~~of byIncorporation ~~reference~~and toAmended ~~the~~and ~~marked~~Restated ~~copy of the~~ Bylaws, ~~which~~ are filed ~~herewith~~ as ~~Exhibit~~ Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On August 31, 2020, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

*****

Additional Information and Where to Find It

Parent has not commenced the tender offer for the Shares described in this communication. Upon commencement of the tender offer, Parent will file with the SEC a Tender Offer Statement on Schedule TO. Following commencement of the Offer, Akcea will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Holders of Shares are urged to read the Tender Offer Statement (including the offer to purchase, a related letter of transmittal and other offer documents filed with the SEC) and the Solicitation/Recommendation Statement on Schedule 14D-9 when such documents become available, as they will contain important information about the tender offer. Holders of Shares can obtain these documents when they are filed and become available free of charge from the SEC’s website at www.sec.gov, or from Akcea upon written request to Akcea Therapeutics, Inc., 22 Boston Wharf Road, 9th Floor, Boston MA 02210, telephone number (617) 207-0202 or from Akcea’s website, www.akceatx.com.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Akcea and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the Offer and the Merger, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for Akcea’s business; the commercial success of Akcea’s products; the anticipated timing of clinical data; the possibility of unfavorable results from clinical trials; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the Merger ; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effects of the Offer or the Merger (or the announcement thereof) on relationships with associates, customers, other business partners or governmental entities; transaction costs; the risk that the Merger will divert management’s attention from Akcea’s ongoing business operations; changes in Akcea’s businesses during the period between now and the Offer Acceptance Time; risks associated with litigation; and other risks and uncertainties detailed from time to time in documents filed with the SEC by Akcea, including Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, as well as the Schedule 14D-9 to be filed by Akcea. All forward-looking statements are based on information currently available to Akcea, and Akcea assumes no obligation to update any forward-looking statements, except as required by law.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

2.1		Agreement and Plan of Merger, ~~dated~~among asAkcea ~~of August 30~~Therapeutics, ~~2020~~Inc., ~~among the Company,~~ Ionis Pharmaceuticals, Inc. and Avalanche Merger Sub, Inc., ~~(Schedules~~dated toas ~~the Agreement and Plan~~ of ~~Merger~~August ~~have~~30, ~~been~~2020 ~~omitted~~(incorporated ~~pursuant~~by reference to ~~Item~~Exhibit ~~601(b)(~~2~~) of Regulation S-K~~.1 ~~The~~to the Company’s ~~will~~Current ~~supplementally~~Report ~~furnish~~on toForm ~~the~~8-K ~~SEC~~filed ~~upon~~on ~~request~~August ~~any~~31, ~~such omitted schedule~~2020).
3.1		Amended and Restated ~~Bylaws~~Certificate of Incorporation of the Company (~~marked~~filed herewith)
99.1		Joint Press Release, dated August 31, 2020, issued by the Company and Ionis Pharmaceuticals, Inc.
3.2		Amended and Restated Bylaws of the Company (filed herewith)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Akcea Therapeutics, Inc.

Dated: August 31, 2020

/s/ Damien McDevitt

Dated: October 13, 2020

/s/ Elizabeth L. Hougen

Damien McDevitt Chief Executive Officer

Elizabeth L. Hougen

Treasurer and Director

Filing Compare · AKCEA THERAPEUTICS, INC.