UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 917, 2023

Chinook Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware ~~(State or other jurisdiction of incorporation)~~

(State or other jurisdiction of incorporation)

001-37345

94-3348934

(Commission

File No.)

(IRS Employer

Identification No.)

400 Fairview Avenue North, Suite 900

Seattle, WA

(Address of principal executive offices)

98109

(Zip Code)

Registrant’s telephone number, including area code: (206) 485-7241

Not ~~Applicable~~applicable

(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 (see General 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~~13(c))

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

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $0.0001 per share		KDNY		The Nasdaq Stock Market LLC (The Nasdaq Global Select 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 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On June 917, 2023, Chinook Therapeutics, Inc. (the “Company”) ~~held~~issued ~~its~~a ~~2023~~press ~~Annual~~release ~~Meeting~~announcing ofdata ~~Stockholders~~from ~~(the~~its ~~“Annual~~CHK-336 ~~Meeting”).~~Phase As1 ~~further~~trial ~~described~~ in ~~Item~~healthy 5volunteers.07 below, at the Annual Meeting, stockholders approved an amendment to the 2015 Equity Incentive Plan (the “2015 Amended EIP”). The Company’s Board of Directors (the “Board”) had previously approved the 2015 Amended EIP, subject to stockholder approval.

A ~~description~~copy of the ~~material~~press ~~terms~~release ~~of the 2015 Amended EIP~~ is ~~contained~~attached inas ~~the~~Exhibit ~~section entitled “Proposal No~~99. 51 ~~Amendment~~to ofthis ~~the~~Current ~~Company’s~~Report ~~2015 Equity Incentive Plan” of the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission~~ on ~~April~~Form ~~28, 2023 (the “Proxy Statement”)~~8-K. Such description is incorporated into this Item 5.02 by reference. Such description also does not purport to be complete and is qualified in in its entirety by reference to the full text of the 2015 Amended EIP, a copy of which is included in the Proxy Statement as Appendix B.

~~Item~~Important ~~5.07.~~Additional ~~Submission~~Information ~~of Matters to a Vote of Security Holders.~~

OnForward-Looking ~~June 9,~~Statements ~~2023, the Company held its 2023 Annual Meeting and the following proposals were adopted:~~

1.In ~~Election~~addition to historical information, this communication contains forward-looking statements within the meaning of ~~two~~applicable ~~Class~~securities IIlaw, ~~directors~~including statements regarding the advancement of its product candidates and product pipeline, ~~Michelle~~and ~~Griffin~~the clinical development of its product candidates, including expectations regarding the results of clinical trials. In addition, when used in this communication, the words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and ~~Eric~~similar ~~Dobmeier~~expressions, ~~each~~as well as statements regarding our focus for the future, are generally intended to ~~serve~~identify ~~three~~forward-~~year~~looking ~~terms~~statements. ~~through~~Each of the ~~2026~~forward-looking ~~annual~~statements ~~meeting~~we make in this communication involves risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to: expected revenues, cost savings, synergies and other benefits from the proposed merger might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters, including but not limited to employee retention, might be greater than expected; the requisite regulatory approvals and clearances for the proposed transaction may be delayed or may not be obtained (or may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed merger); the requisite approval of Company stockholders ~~and~~may ~~until~~be delayed or may not be obtained, the other closing conditions to the proposed merger may be delayed or may not be obtained, or the merger agreement may be terminated; business disruption may occur following or in connection with the proposed merger; Novartis AG (“Novartis”) or the Company’s businesses may experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, other business partners or governmental entities; the milestones for the proposed Contingent Value Rights may not be achieved; the possibility that the proposed merger is more expensive to complete than anticipated, including as a ~~successor~~result ~~has~~of ~~been~~unexpected ~~elected~~factors or events; and ~~qualified~~diversion of management’s attention from ongoing business operations and opportunities as a result of the proposed merger or ~~until~~otherwise. ~~earlier~~Additional ~~resignation~~factors that may affect the future results of Novartis and the Company are set forth in their respective filings with the U.S. Securities and Exchange Commission (the “SEC”), including in the most recently filed annual report of Novartis on Form 20-F, subsequently filed Current Reports on Form 6-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov, and the Company’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks described in this communication and in Novartis and the Company’s filings with the SEC should be carefully reviewed. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date they are made. Novartis and the Company undertake no obligation to publicly release any revisions to the forward-looking statements or ~~removal:~~reflect events or circumstances after the date of this communication, except as required by law.

Nominees	Shares For		Shares Withheld		Broker Non-Votes
Michelle Griffin		48,987,142		9,587,613		3,942,736
Eric Dobmeier		49,802,018		8,772,737		3,942,736

No Offer or Solicitation

2.This ~~Ratification~~communication ofdoes not constitute an offer to sell or the ~~appointment~~solicitation of ~~PricewaterhouseCoopers~~an ~~LLP~~offer asto buy any securities or a solicitation of any vote or approval with respect to the ~~Company’s~~proposed ~~independent~~merger ~~registered~~or ~~public~~otherwise. ~~accounting~~No ~~firm~~offer ~~for~~of securities shall be made except by means of a prospectus meeting the ~~fiscal~~requirements ~~year~~of ~~ending~~Section 10 ~~December~~of 31the Securities Act of 1933, ~~2023:~~as amended.

Shares For		Shares Against		Shares Abstaining
62,497,318		16,426		3,747

Additional Information and Where to Find It

3In connection with the proposed merger between Novartis and the Company, Novartis and the Company intend to file relevant materials with the SEC, including a preliminary and definitive proxy statement to be filed by the Company. ~~Non-binding~~The ~~advisory~~definitive ~~approval~~proxy onstatement and proxy card will be delivered to the ~~compensation~~stockholders of ~~our~~the ~~named~~Company ~~executive~~in ~~officers:~~advance of the special meeting relating to the proposed merger. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF NOVARTIS AND THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a free copy of the proxy statement and such other documents containing important information about Novartis and the Company, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Novartis and the Company make available free of charge at the Novartis website and the Company’s website, respectively (in the “Investors” section), copies of materials they file with, or furnish to, the SEC. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement.

Shares For		Shares Against		Shares Abstaining		Broker Non-Votes
56,172,079		2,399,491		3,185		3,942,736

Participants in the Solicitation

4.This ~~Approval~~document does not constitute a solicitation of proxy, an ~~amended~~offer to purchase or a solicitation of an offer to sell any securities. Novartis, the Company and ~~restated~~their ~~certificate~~respective directors, executive officers and certain employees may be deemed to be participants in the solicitation of ~~incorporation~~proxies from the stockholders of the Company in connection with the proposed merger. Information regarding the special interests of these directors and executive officers in the proposed merger will be included in the definitive proxy statement referred to ~~authorize~~above. ~~exculpation~~Security holders may also obtain information regarding the names, affiliations and interests of ~~certain~~the Novartis directors and executive officers in the Novartis Annual Report on Form 20-F and Form 20-F/A for the fiscal year ended December 31, 2022, which were filed with the SEC on February 1, 2023, and May 15, 2023, respectively. Security holders may obtain information regarding the names, affiliations and interests of the Company’s asdirectors ~~permitted~~and ~~pursuant~~executive toofficers ~~recent~~in ~~amendments~~the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 27, 2023, and its definitive proxy statement for the 2023 annual meeting of stockholders, which was filed with the SEC on April 28, 2023. To the extent the holdings of the Company’s securities by the Company’s directors and executive officers have changed since the amounts set forth in the Company’s definitive proxy statement for its 2023 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed merger will be included in the definitive proxy statement relating to the ~~Delaware~~proposed ~~General~~merger ~~Corporation~~when ~~Law~~it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, the Novartis website at https://www.novartis.com and the Company’s website at https://www.chinooktx.com. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement.

Shares For		Shares Against		Shares Abstaining		Broker Non-Votes
55,218,001		3,351,128		5,626		3,942,736

Item 9.01.

Financial Statements and Exhibits.

5(d) Exhibits. ~~Approval of an amendment to the Company’s 2015 Equity Incentive Plan:~~

Shares For	Shares Against	Shares Abstaining	Broker Non-Votes
Exhibit	Description
33,850,637	24,718,292	5,826	3,942,736
99.1	Press Release, dated June 17, 2023.
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized.

Dated: June 15, 2023

Chinook Therapeutics, Inc.

Dated: June 20, 2023

Chinook Therapeutics, Inc.

/s/ Eric L. Dobmeier

Eric L. Dobmeier

President and Chief Executive Officer

Filing Compare · CHINOOK THERAPEUTICS, INC.