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 8 12, 2022

Allena Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices)

(Zip Code)

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

Not 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:

☐	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		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on 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 1.01. Entry ~~into~~Into a Material Definitive Agreement

~~ATM~~On ~~Sales~~July 12, 2022, Allena Pharmaceuticals, Inc. (the “Company”) entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with a single accredited investor (the “Subscriber”), pursuant to which the Company agreed to issue and sell one hundred (100) shares of the Company’s Series F Non-Convertible Preferred Stock, par value $0.001 per share (the “Series F Non-Convertible Preferred Stock”), to the Purchaser for $100.00 in cash. The sale was completed and settled on July 12, 2022. The Subscription Agreement contains customary representations and warranties and certain indemnification rights and obligations of the parties.

OnAdditional ~~July 8,~~information ~~2022,~~regarding ~~Allena Pharmaceuticals, Inc. (~~the ~~“Company”) entered into an At the Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co.~~rights, ~~LLC (the “Sales Agent”) with respect to an at the market offering program~~preferences, ~~under~~privileges ~~which the Company may, from time to time in its sole discretion, issue~~ and ~~sell~~restrictions ~~through~~applicable or to the ~~Sales~~Series ~~Agent,~~F ~~acting~~Non-Convertible asPreferred ~~the~~Stock ~~Company’s~~is ~~agent,~~set upforth tounder ~~$6,189,480~~Item ~~of shares of the Company’s common stock, par value $0~~5.~~001~~03 ~~per share (the “Placement Shares”). The issuance and sale, if any,~~ of ~~the~~this ~~Placement~~Current ~~Shares~~Report ~~by the Company under the Sales Agreement will be made pursuant to a prospectus supplement to the Company’s registration statement~~ on Form S8-3,K ~~originally filed with the Securities~~ and ~~Exchange~~is ~~Commission~~incorporated ~~(the~~herein ~~“SEC”) on May 6, 2021 and declared effective~~ by ~~the SEC on May 12, 2021 (Registration No~~reference. ~~333-255837).~~

~~Pursuant~~The toforegoing ~~the~~summary ~~Sales~~of ~~Agreement,~~ the ~~Sales~~Subscription ~~Agent~~Agreement ~~may~~does ~~sell~~not ~~the~~purport ~~Placement Shares by any method deemed~~ to be ancomplete ~~“at~~and ~~the~~is ~~market~~subject ~~offering” as defined in Rule 415 of the Securities Act of 1933~~to, ~~as amended (the “Securities Act”). The Sales Agent will use commercially reasonable efforts consistent with normal trading~~ and ~~sales~~qualified ~~practices~~in toits ~~sell~~entirety ~~the Placement Shares from time to time~~by, ~~based~~such ~~upon instructions from the Company (including any price~~document, ~~time~~which oris ~~size~~filed ~~limits~~as orExhibit ~~other customary parameters or conditions the Company may impose)~~10.1 ~~The~~to ~~Company~~this ~~cannot~~Current ~~provide~~Report ~~any~~on ~~assurance~~Form ~~that~~8-K itand ~~will~~is ~~issue~~incorporated ~~any~~herein ~~shares~~by ~~of its common stock pursuant to the Sales Agreement~~reference.

~~The Company will pay the Sales Agent a commission of~~ Item 3.0%02 ofUnregistered ~~the gross sales proceeds of any Placement Shares sold under the~~ Sales ~~Agreement. In addition, pursuant to the terms~~ of ~~the~~Equity ~~Sales~~Securities Agreement, the Company has agreed to reimburse the Sales Agent for the reasonable fees and expenses of their legal counsel incurred in connection with (i) entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $50,000 in the aggregate and (ii) the Sales Agents’ due diligence update sessions, including such certificates, letters and opinions from the Company, its officers and its agents, as the Sales Agent may reasonably request, in an amount not to exceed $2,500 in the aggregate per calendar quarter, plus any incidental expense incurred by the Sales Agent in connection therewith.

The ~~Company~~disclosure isrequired ~~not~~by ~~obligated~~this toItem ~~make~~is ~~any~~included ~~sales~~in ofItem ~~Placement Shares under the Sales Agreement~~1.01 Noof ~~assurance~~this ~~can~~Current beReport ~~given~~on ~~that~~Form ~~the~~8-K ~~Company~~and ~~will~~is ~~sell~~incorporated ~~any~~herein ~~Placement~~by ~~Shares~~reference. ~~under~~Based ~~the~~in ~~Sales~~part ~~Agreement,~~upon ~~or, if it does, as to~~ the ~~price~~representations ~~or amount~~ of ~~Placement Shares that it sells or~~ the ~~dates~~Subscriber ~~when~~in ~~such sales will take place. The offering of Placement Shares pursuant to~~ the ~~Sales~~Subscription Agreement, ~~will terminate upon~~ the ~~earlier~~offering toand ~~occur~~sale of ~~(i)~~ the ~~issuance~~Series ~~and~~F ~~sale~~Non-Convertible ofPreferred ~~all~~Stock ~~Placement~~was ~~Shares~~exempt ~~subject~~from toregistration ~~the~~under ~~Sales Agreement and~~ Section 4(iia) ~~termination~~(2) of the ~~Sales~~Securities ~~Agreement~~Act inof ~~accordance~~1933, ~~with~~as ~~its terms~~amended.

Because there is no minimum offering amount required pursuant to the Sales Agreement, the total number of shares to be sold under the Sales Agreement, if any, and proceeds to the Company, if any, are not determinable at this timeItem 3.03 ~~The~~Material ~~Company~~Modifications ~~expects~~ to ~~use~~Rights ~~any net proceeds for working capital, which may include repayment~~ of ~~debt,~~Security ~~and~~Holders ~~other general corporate purposes.~~

The ~~Sales~~disclosure ~~Agreement~~required ~~contains~~by ~~representations,~~this ~~warranties~~Item ~~and~~is ~~covenants~~included ~~that~~in ~~are~~Item ~~customary~~5.03 ~~for transactions~~ of this ~~type.~~Current InReport ~~addition,~~on ~~the~~Form ~~Company~~8-K ~~has agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act~~ and ~~the~~is ~~Securities~~incorporated ~~Exchange~~herein ~~Act~~by ~~of 1934, as amended (the “Exchange Act”)~~reference.

~~The~~Item ~~foregoing~~5.03. ~~description~~Amendments ~~of the Sales Agreement is not complete and is qualified in its entirety by reference~~ to ~~the~~Articles ~~full text~~ of ~~the~~Incorporation ~~Sales~~or ~~Agreement,~~Bylaws; aChange ~~copy~~in ofFiscal ~~which is filed herewith as Exhibit 1~~Year.~~1 to this Current Report on Form 8-K and is incorporated herein by reference.~~

~~The~~Certificate ~~legal opinion~~ of ~~Goodwin~~Elimination ~~Procter LLP as to the legality of the Placement Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K.~~

~~This~~On ~~Current~~May 4, ~~Report~~2022, onthe ~~Form~~Company ~~8-K~~issued ~~shall~~and ~~not~~sold ~~constitute~~to ana ~~offer~~single topurchaser ~~sell~~shares orof 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 ~~solicitation~~Company filed a Certificate of anDesignation ~~offer~~with tothe ~~buy~~Secretary of State of the ~~securities~~State ~~discussed~~of ~~herein~~Delaware designating 1,436.0688 ~~nor~~shares ~~shall~~out ~~there~~of bethe ~~any~~Company’s ~~offer~~authorized but unissued shares of its preferred stock as Series D Convertible Preferred Stock, ~~solicitation~~and ora ~~sale~~Certificate of Designation with the ~~securities~~Secretary inof ~~any~~State ~~jurisdiction~~of inthe ~~which~~State ~~such~~of ~~offer~~Delaware designating 1,436.0688 ~~solicitation~~shares orout ~~sale~~of ~~would~~the beCompany’s ~~unlawful~~authorized ~~prior~~but tounissued ~~registration~~shares orof ~~qualification~~its ~~under~~preferred stock as Series E Convertible Preferred Stock. As of the ~~securities~~date ~~laws~~of this Current Report on Form 8-K all of ~~any~~these ~~such~~shares ~~jurisdiction~~have been converted into shares of the Company’s common stock, par value $0.001 per share, and are no longer outstanding.

On July 12, 2022, immediately prior to filing the Certificate of Designation referenced below, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware which, effective upon filing, eliminated all matters set forth in the Certificate of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series E Convertible Preferred Stock previously filed by the Company.

The foregoing description of the Certificate of 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 F Non-Convertible Preferred Stock

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
1.1		At the Market Offering Agreement dated July 8, 2022 by and between Allena Pharmaceuticals, Inc. and H.C. Wainwright & Co., LLC
3.1		Certificate of Elimination dated July 12, 2022
5.1		Opinion of Goodwin Procter LLP.
3.2		Certificate of Designation of Series F Non-Convertible Preferred Stock dated July 12, 2022
23.1		Consent of Goodwin Procter LLP (contained in Exhibit 5.1).
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 11, 2022

Allena Pharmaceuticals, Inc.

Date: July 12, 2022

Allena Pharmaceuticals, Inc.

/s/ Richard Katz

Richard Katz, M.D.

Chief Financial Officer

Filing Compare · Allena Pharmaceuticals, Inc.