Akero Therapeutics Files DEFA14A, Solicits Material

TL;DR

AKRO filed a DEFA14A, looks like they're prepping for shareholder comms under 14a-12.

AI Summary

Akero Therapeutics, Inc. filed a DEFA14A on October 9, 2025, reporting an earliest event date of October 8, 2025. The filing indicates the company is soliciting material under Rule 14a-12 of the Exchange Act. Akero Therapeutics is a biopharmaceutical company focused on developing treatments for serious metabolic diseases.

Why It Matters

This filing is a preliminary step in the company's communication strategy, potentially related to upcoming shareholder votes or corporate actions that could impact the company's direction and stock value.

Risk Assessment

Risk Level: medium — DEFA14A filings often precede significant corporate events or shareholder votes, which can introduce uncertainty and volatility.

Key Players & Entities

• Akero Therapeutics, Inc. (company) — Registrant
• October 8, 2025 (date) — Earliest event reported
• October 9, 2025 (date) — Filing date
• Rule 14a-12 (legal_document) — Soliciting material provision

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share AKRO The Nasdaq Global Se
• $54 — receive (i) cash in an amount equal to $54.00, without interest thereon and subjec
• $6.00 — VR ") representing the right to receive $6.00 in cash, without interest and subject t
• $165,000,000 — ired to pay Parent a termination fee of $165,000,000. Such circumstances include where the M
• $185,000,000 — he Company a reverse termination fee of $185,000,000 in the event the Merger Agreement is te
• $6 — contractual contingent right to receive $6.00, without interest and subject to app

Filing Documents

• d42650ddefa14a.htm (DEFA14A) — 603KB
• 0001193125-25-235950.txt ( ) — 604KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of October 9, 2025, by and among Akero Therapeutics, Inc., Novo Nordisk A/S and NN Invest Sub, Inc.* 3.1 Amendment to Akero Therapeutics, Inc.'s Bylaws, dated October 8, 2025. 99.1 Press Release issued by Akero Therapeutics, Inc. on October 9, 2025. 104 Cover Page Interactive Data File * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished. *** Important Information and Where to Find It This Current Report on Form 8-K may be deemed solicitation material in respect of the proposed transaction by and among Akero Therapeutics, Inc. (the " Company " or " Akero "), Novo Nordisk A/S (" Parent ") and NN Invest Sub, Inc. This Current Report on Form 8-K does not constitute a solicitation of any vote or approval. In connection with the proposed transaction between Akero and Parent, Akero intends to file with the Securities and Exchange Commission (" SEC ") a proxy statement (the " Proxy Statement "), the definitive version of which will be sent or provided to Akero stockholders. Akero may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which Akero may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors

Forward-Looking Statements Disclaimer

Forward-Looking Statements Disclaimer This communication contains forward-looking statements related to Akero, Parent and the proposed acquisition of Akero by Parent (the " Transaction ") that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "seek," "target," "potential," "will," "would," "could," "should," "continue" and similar expressions. In this communication, Akero's forward-looking statements include, without limitation, statements regarding the Transaction, and about the parties' ability to satisfy the conditions to the consummation of the Transaction; statements about the expected timetable for completing the transaction; Akero's plans, objectives, expectations and intentions, the financial condition, results of operations and business of Akero, the U.S. Food and Drug Administration's (" FDA ") approval of Akero's new drug application for efruxifermin for the treatment of metabolic dysfunction-associated steatohepatitis, Akero's ability to commercialize current and future product candidates, the anticipated timing of closing of the Transaction and the accuracy of any assumptions underlying any of the foregoing. Forward-looking statements are not guarantees of future performances and are subject to certain risks, uncertainties, or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: uncertainties as to the ability to obtain shareholder approval; the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement and Plan of Merger, da

SIGNATURES

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: October 9, 2025 Akero Therapeutics, Inc. By: /s/ Andrew Cheng Andrew Cheng, M.D., Ph.D. President and Chief Executive Officer Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: AKERO THERAPEUTICS, INC. a Delaware corporation; NOVO NORDISK A/S, a Danish aktieselskab ; and NN INVEST SUB, INC, a Delaware corporation Dated as of October 9, 2025 Table of Contents Section 1 MERGER TRANSACTION 1.1 Merger of Merger Sub into the Company 2 1.2 Effect of the Merger 2 1.3 Closing; Effective Time 2 1.4 Certificate of Incorporation and Bylaws; Directors and Officers 3 1.5 Conversion of Shares 3 1.6 Surrender of Certificates; Stock Transfer Books 4 1.7 Dissenters' Rights 7 1.8 Treatment of Company Equity Awards and Company ESPP 7 1.9 Further Action 9 Section 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2.1 Due Organization; Subsidiaries, Etc. 9 2.2 Certificate of Incorporation and Bylaws 10 2.3 Capitalization, Etc. 10 2.4 SEC Filings; Financial Statements 12 2.5 Absence of Changes; No Material Adverse Effect 14 2.6 Title to Assets 15 2.7 Real Property 15 2.8 Intellectual Property 15 2.9 Contracts 17 2.10 Liabilities 19 2.11 Compliance with Legal Requirements 20 2.12 Regulatory Matters 20 2.13 Certain Business Practices 22 2.14 Governmental Authorizations 22 2.15 Tax Matters 23 2.16 Employee Matters 24 2.17 Employee Plans 25 2.18 Environmental Matters 27 2.19 Insurance 28 2.20 Legal Proceedings; Orders 28 2.21 Authority; Binding Nature of Agreement 29 2.22 Takeover Laws 29 2.23 Non-Contravention; Consents 29 2.24 Opinion of Financial Advisor 30

View Full Filing

View this DEFA14A filing on SEC EDGAR