AKOUOS, INC. : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

On December 1, 2022, in connection with the consummation of the Merger, the Company terminated the Amended and Restated Investors' Rights Agreement, dated as of February 27, 2020, by and among the Company and the investors listed on Schedule A thereto. In addition, effective as of the Effective Time, the Company terminated the Company's 2016 Stock Plan, the Company's 2020 Stock Plan and the Company's 2020 Employee Stock Purchase Plan.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in the Introductory Note of this Current Report on Form 8-K 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 November 30, 2022, the Company (i) notified Nasdaq of the anticipated consummation of the Merger and (ii) requested that Nasdaq suspend trading of the Common Stock, effective as of 8:00 p.m., Eastern Time, on November 30, 2022, and, following the Effective Time, file with the SEC a Form 25, Notification of Removal from Listing and/or Registration, to delist all the Common Stock from Nasdaq and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company also intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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Item 3.03 Material Modification to Rights of Security Holders.

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

Item 5.01 Change in Control of Registrant.

The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on December 1, 2022, a change in control of the Company occurred. At the Effective Time, the Company became a wholly-owned subsidiary of Parent. The Cash Consideration was funded through Parent's cash on hand and borrowings at prevailing market interest rates under Parent's commercial paper program.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

In accordance with the terms of the Merger Agreement, (i) each of Edward T. Mathers, Kush M. Parmar, Heather Preston, Saira Ramasastry, Vicki Sato, Emmanuel Simons and Arthur O. Tzianabos resigned from his or her respective position as a member of the Company's board of directors and all committees thereof, effective as of the Effective Time and (ii) Philip L. Johnson, Chris Anderson and Michael C. Thompson, each a director of Purchaser immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time. These resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company's operations, policies or practices.

In accordance with the terms of the Merger Agreement, each officer of Purchaser immediately prior to the Effective Time became an officer of the Company effective as of the Effective Time. The officers of Purchaser immediately prior to the Effective Time were Philip L. Johnson as President, Chris Anderson as Secretary, Michael C. Thompson as Treasurer, Jonathan Groff as Assistant Secretary and Katie Lodato as Assistant Treasurer. Effective immediately following completion of the Merger, all of the incumbent officers of the Company, as of immediately prior to the effectiveness of the Merger, were removed as officers of the Company. Biographical and other information with respect to Philip L. Johnson, Chris Anderson, Michael C. Thompson, Jonathan Groff and Katie Lodato is set forth in Schedule I to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent on October 31, 2022 and is incorporated herein by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time. Copies of the Company's amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

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Item 8.01 Other Events.

On November 30, 2022, the Company and Parent issued a joint press release announcing the expiration of the Offer, a copy of which 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

2.1*           Agreement and Plan of Merger, dated as of October 17, 2022, by and
             among Eli Lilly and Company, Kearny Acquisition Corporation and
             Akouos, Inc. (incorporated by reference to Exhibit 2.1 to Akouos,
             Inc.'s Current Report on Form 8-K filed with the SEC on October 18,
             2022).

3.1**          Amended and Restated Certificate of Incorporation of Akouos, Inc.

3.2**          Amended and Restated Bylaws of Akouos, Inc.

99.1           Joint Press Release, dated November 30, 2022, issued by Akouos, Inc.
             and Eli Lilly and Company (incorporated by reference to
             Exhibit (a)(5)(B) to Amendment No. 3 to the Tender Offer Statement on
             Schedule TO of Eli Lilly and Company and Kearny Acquisition
             Corporation filed with the SEC on November 30, 2022).

104**        Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

* Schedules and similar attachments have been omitted pursuant to Item

601(a)(5) of Regulation S-K. The Company hereby agrees to supplementally

furnish to the SEC upon request any omitted schedule or similar attachment to

    Exhibit 2.1.



** Filed herewith.

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