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): ~~July 12~~August 4, 2022

Allena Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-38268	45-2729920
Delaware	001-38268	45-2729920
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Newton Executive Park Suite 202 Newton, Massachusetts	02462
142-F North Road, Suite 150 Sudbury, MA 01776		01776
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

Registrant’s telephone number, including area code (617) 467-4577

~~Not~~One ~~Applicable~~Newton Executive Park, Suite 202, Newton, Massachusetts 02462

(Former name or 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:

☐	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~~TradingSymbol(s)		Name of each exchange ononwhich ~~which~~ registered
Common Stock, par value $0.001 per share		ALNA		The Nasdaq Stock 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 1 5.0107. ~~Entry~~Submission ~~Into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

OnAt ~~July 12, 2022, Allena Pharmaceuticals, Inc. (the “Company”) entered into~~ a ~~Subscription~~special ~~and~~meeting ~~Investment~~of ~~Representation~~stockholders ~~Agreement~~ (the “~~Subscription~~Special ~~Agreement~~Meeting”) ~~with a single accredited investor (the “Subscriber”), pursuant to which the Company agreed to issue and sell one hundred (100) shares~~ of ~~the~~Allena ~~Company’s Series F Non-Convertible Preferred Stock~~Pharmaceuticals, ~~par value $0~~Inc.~~001~~ ~~per share~~ (the “~~Series F Non-Convertible Preferred Stock~~Company”), toheld ~~the Purchaser for $100.00 in cash. The sale was completed and settled~~ on ~~July~~August 124, 2022., ~~The~~the ~~Subscription~~following ~~Agreement~~proposals ~~contains~~were ~~customary~~submitted ~~representations~~to ~~and~~the ~~warranties~~stockholders ~~and certain indemnification rights and obligations~~ of the ~~parties.~~ Company:

Additional information regarding the rights, preferences, privileges and restrictions applicable to the Series F Non-Convertible Preferred Stock is set forth under Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.


Proposal 1:		Approval of an amendment to our amended and restated certificate of incorporation, as amended, in the form attached to the Company’s Proxy Statement for the Special Meeting filed with the SEC on May 24, 2022 (the “Proxy Statement”) as Appendix A, to, at the discretion of the Board, effect a reverse stock split with respect to our issued and outstanding Common Stock, par value $0.001 per share, including any Common Stock held by the Company as treasury shares, at any time prior to December 31, 2022, at a ratio of 1-for-10 to 1-for-100 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board without further approval or authorization of our stockholders and included in a public announcement.

Proposal 2:		To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Proposal 3:		To consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1.

~~The~~For ~~foregoing~~more ~~summary~~information ofabout the ~~Subscription~~foregoing ~~Agreement~~proposals, ~~does~~see ~~not~~the ~~purport~~Proxy toStatement. beAt ~~complete~~the ~~and~~Special isMeeting, ~~subject~~there towere, ~~and~~represented ~~qualified~~ in ~~its~~person ~~entirety~~or by proxy, ~~such~~shares ~~document,~~of ~~which~~common isstock ~~filed~~and asSeries ~~Exhibit~~F 10Non-Convertible Preferred Stock representing 8,053,941,947 votes, or approximately 99.134% toof ~~this~~the ~~Current~~voting ~~Report~~power on ~~Form~~the 8record date, constituting a quorum. As previously described in the Proxy Statement, each share of Series F Non-KConvertible ~~and~~Preferred Stock is ~~incorporated~~entitled ~~herein~~to 80,000,000 votes per share with respect to Proposal 1 and Proposal 3, and no other voting rights except as required by ~~reference~~law or as set forth in the Certificate of Designation. The number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:

~~Item 3.02~~Proposal ~~Unregistered~~1: ~~Sales~~Amendment ofto ~~Equity~~Amended ~~Securities~~and Restated Certificate of Incorporation

The ~~disclosure~~Company’s ~~required~~stockholders byapproved ~~this~~an ~~Item~~amendment isto ~~included~~the inCompany’s ~~Item~~Amended ~~1.01~~and Restated Certificate of ~~this~~Incorporation ~~Current~~to ~~Report~~effect ona ~~Form~~reverse ~~8-K~~stock ~~and~~split isof ~~incorporated~~the ~~herein~~Company’s byoutstanding ~~reference.~~shares ~~Based~~of incommon ~~part~~stock ~~upon~~by ~~the~~a ~~representations~~ratio of ~~the~~any ~~Subscriber~~whole innumber ~~the~~between ~~Subscription~~1-for-10 ~~Agreement~~and 1-for-100, ~~the~~at ~~offering~~any ~~and~~time ~~sale~~prior ofto December 31, 2022, with the ~~Series~~exact Fratio ~~Non-Convertible~~to ~~Preferred~~be ~~Stock~~set ~~was~~within ~~exempt~~that ~~from~~range ~~registration~~at ~~under~~the ~~Section 4(a)(2)~~discretion of the ~~Securities~~Company’s ~~Act~~Board of ~~1933~~Directors, aswithout ~~amended.~~further approval or authorization of its stockholders.

Item 3.03 Material Modifications to Rights of Security Holders


Votes For	Votes Against	Votes Abstaining
6,408,042,492	1,645,402,536	496,918

~~The~~Proposal ~~disclosure~~2: ~~required~~Ratification ~~by this Item is included in Item 5.03~~ of ~~this~~Ernst ~~Current~~& ~~Report~~Young onLLP ~~Form~~as ~~8-K~~Independent ~~and~~Registered isPublic ~~incorporated~~Accounting ~~herein by reference.~~ Firm

~~Item~~The ~~5.03.~~Company’s ~~Amendments~~stockholders toratified ~~Articles~~Ernst & Young LLP as the independent registered public accounting firm of ~~Incorporation~~the orCompany ~~Bylaws;~~for ~~Change~~the infiscal ~~Fiscal~~year ~~Year~~ending December 31, 2022.

Certificate of Elimination


Votes For	Votes Against	Votes Abstaining
51,165,891	1,845,689	930,366

OnProposal ~~May 4,~~3: ~~2022,~~Adjournment ~~the Company issued and sold to a single purchaser shares~~ of Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), and Series E Convertible Preferred Stock, par value $0.001 per share (“Series E Preferred Stock”). In connection therewith, the ~~Company~~Special filed a Certificate of Designation with the Secretary of State of the State of Delaware designating 1,436.0688 shares out of the Company’s authorized but unissued shares of its preferred stock as Series D Convertible Preferred Stock, and a Certificate of Designation with the Secretary of State of the State of Delaware designating 1,436.0688 shares out of the Company’s authorized but unissued shares of its preferred stock as Series E Convertible Preferred Stock. As of the date of this Current Report on Form 8-K all of these shares have been converted into shares of the Company’s common stock, par value $0.001 per share, and are no longer outstanding. Meeting

OnSince ~~July 12,~~there ~~2022,~~were ~~immediately~~sufficient ~~prior~~votes toat ~~filing~~ the ~~Certificate~~time of ~~Designation referenced below,~~ the ~~Company~~Special ~~filed~~Meeting ato ~~Certificate~~approve ~~of Elimination (~~the ~~“Certificate~~amendment ofto ~~Elimination”) with~~ the ~~Secretary~~Company’s ofcertificate ~~State~~ of ~~the State of Delaware which~~incorporation, ~~effective~~the ~~upon~~proposal ~~filing,~~to ~~eliminated~~approve ~~all matters set forth in~~ the ~~Certificate~~adjournment of ~~Designation~~the ofSpecial ~~Series~~Meeting, Dif ~~Convertible~~necessary, ~~Preferred~~to ~~Stock~~solicit ~~and~~additional ~~Certificate~~proxies ofwas ~~Designation~~not ofcalled ~~Series~~for Eat ~~Convertible Preferred Stock previously filed by~~ the ~~Company.~~Special Meeting.

~~The~~Timing ~~foregoing description~~ of ~~the~~Reverse ~~Certificate~~Stock ofSplit Elimination does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Series~~The Ftiming ~~Non-Convertible~~and ~~Preferred~~exact ~~Stock~~ratio of the reverse stock split will be determined by the Company’s board of directors without further approval or authorization of the Company’s stockholders and included in a public announcement once determined.

On July 12, 2022, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware designating, effective as of the time of filing, the rights, preferences, privileges and restrictions of one hundred (100) shares of Series F Non-Convertible Preferred Stock. The Certificate of Designation provides that each share of Series F Non-Convertible Preferred Stock will have 80,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s amended and restated certificate of incorporation, as amended, to effect a reverse stock split of the Company’s common stock, and on any proposal to adjourn any meeting of stockholders called for the purpose of voting on such proposal. The Series F Non-Convertible Preferred Stock will be voted, automatically and without action by the holder, on any such proposals in the same proportion as shares of common stock are voted. The Series F Non-Convertible Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware.

The Series F Non-Convertible Preferred Stock is not convertible into shares of the Company’s common stock or any other class or series of stock of the Company. In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series F Non-Convertible Preferred Stock shall be entitled to receive, in priority to any distributions to the holders of Common Stock, out of the assets, whether capital or surplus, of the Company an amount equal to $0.01 per share, or $1.00 in the aggregate. The holder of the Series F Non-Convertible Preferred Stock will not be entitled to receive dividends of any kind.

Unless prohibited by Delaware law by virtue of a lack of sufficient surplus, legally available funds or otherwise and subject to the fiduciary duties of the Board of Directors of the Company, the outstanding shares of Series F Non-Convertible Preferred Stock may be redeemed at any time following the effectiveness of the reverse stock split upon the order of the Board of Directors in its sole discretion. Upon such redemption, the holders of the Series F Non-Convertible Preferred Stock will receive consideration of $1.00 per share in cash.

The foregoing summary of the Certificate of Designation does not purport to be complete and is subject to, and qualified in its entirety by, such document, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

Rescheduled Special Meeting to Approve Reverse Stock Split

On July 5, 2022, the Company announced that it had rescheduled its special meeting to, among other things, consider and vote on a proposed amendment to its amended and restated certificate of incorporation, as amended, in order to effect a reverse stock split of its issued and outstanding common stock.

The Company has rescheduled the special meeting to August 4, 2022 and declared a new record date of the close of business on July 12, 2022 for the special meeting. Only stockholders of record holding shares of our Common Stock or Series F Non-Convertible Preferred Stock as of the close of business on the new record date are entitled to notice of, and to vote at, the special meeting or any adjournments thereof. The Company will mail a notice of meeting, original proxy statement and proxy statement supplement to stockholders of record and stockholders who hold shares in street name through a bank, broker or other institution, in each case as of the new record date.

The Company issued a press release announcing the rescheduled special meeting. A copy of the press release is filed as Exhibit 99.1 to this Current Report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Elimination dated July 12, 2022
3.2		Certificate of Designation of Series F Non-Convertible Preferred Stock dated July 12, 2022
10.1		Form of Subscription and Investment Representation Agreement dated July 12, 2022
99.1		Press Release dated July 12, 2022
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: July 12, 2022

Allena Pharmaceuticals, Inc.

Date: August 4, 2022

Allena Pharmaceuticals, Inc.

/s/ Richard Katz

Richard Katz, M.D.

Chief Financial Officer

Filing Compare · Allena Pharmaceuticals, Inc.