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): ~~October 27~~November 4, 2021

___________________________

ACCELERON PHARMA INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-36065

27-0072226

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

128 Sidney Street

Cambridge,

02139

(Address of principal

executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 649-9200

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 Exchange Act:


Title of each class	Ticker Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 per share	XLRN	The Nasdaq Global 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 2.02 Results of Operations and Financial Condition.

On ~~October 27~~November 4, 2021, ~~Bristol~~Acceleron ~~Myers~~Pharma ~~Squibb~~Inc. ~~("BMS")~~issued ~~announced~~a ~~that~~press ~~net~~release ~~sales~~announcing ofits ~~REBLOZYL®~~financial ~~(luspatercept-aamt)~~results ~~were approximately $160 million~~ for the fiscal quarter ended September 30, 2021,. A ~~which~~copy ~~include approximately $20 million to $25 million~~ of ~~sales from an inventory build due to~~ the ~~transition~~press torelease ~~wholesaler~~is ~~distribution~~furnished ~~and~~as ~~approximately $13~~Exhibit 99.51 ~~million of net sales outside of the United States~~hereto.

AsThe ~~previously~~information ~~disclosed,~~contained ~~under~~in ~~the~~this ~~collaboration~~Item, ~~agreement~~including ~~between~~Exhibit 99.1 ~~Acceleron~~attached ~~Pharma~~hereto, ~~Inc.~~is ~~(the~~being ~~"Company")~~furnished and ~~BMS~~shall ~~for~~not ~~REBLOZYL,~~be ~~the~~deemed ~~Company~~“filed” isfor ~~eligible~~any topurpose, ~~receive~~and ~~tiered~~shall ~~royalty~~not ~~payments~~be ~~from~~deemed ~~BMS~~incorporated onby ~~net~~reference ~~sales~~in ofany ~~REBLOZYL~~filing inunder the ~~low-to-mid~~Securities ~~20%~~Act ~~range.~~of ~~The~~1933, ~~Company~~as ~~expects~~amended, toor ~~report~~the ~~royalty~~Securities ~~revenue~~Exchange Act of ~~approximately~~1934, ~~$32.0~~as ~~million~~amended, ~~from~~regardless ~~net sales~~ of ~~REBLOZYL~~any ingeneral ~~the~~incorporation ~~quarter~~language ~~ended~~in ~~September~~any ~~30,~~such ~~2021~~filing.

~~This~~Item preliminary unaudited revenue estimate is the responsibility of management and is subject to the completion of the Company’s customary quarter-end financial closing procedures, including management’s review and finalization, as well as review procedures by the Company’s independent registered public accounting firm, which have not yet been completed9.01 Financial ~~During~~Statements the course of the Company’s review process, items may be identified that would require it to make adjustments, which could result in material changes to the Company’s preliminary unaudited estimated financial results. Consequently, this revenue estimate should not be viewed as a substitute for the Company’s earnings release and ~~the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021~~Exhibits.

The information contained in this Item is being furnished and shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing (d) Exhibits.


Exhibit Number						Description of Exhibit
99.1						Press Release of Acceleron Pharma Inc. dated November 4, 2021
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.

	ACCELERON PHARMA INC.
	By:	/s/ Adam M. Veness, Esq.
		Adam M. Veness, Esq.
		Senior Vice President, General Counsel and Secretary
Date: October 27, 2021
Date: November 4, 2021

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