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): November 11, 2022

Acorda Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)

 
					
Delaware	 	001-31938	 	13-3831168	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
			
2 Blue Hill Plaza, 3rd Floor,
Pearl River, NY	 		 	10965	
(Address of Principal Executive Offices)	 		 	(Zip Code)	
Registrant’s Telephone Number, Including Area Code: (914) 347-4300
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 (see General Instructions 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(c))	
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading
Symbol(s)	 	Name of each exchange
on which registered	
Common Stock, $0.001 par value per share	 	ACOR	 	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 5.07	Submission of Matters to a Vote of Security Holders	
Acorda Therapeutics, Inc. (the “Company”) convened a Special Meeting of Stockholders on November 4, 2022 (the “Special Meeting”) for the purposes described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 22, 2022 and the supplement to the proxy statement filed by the Company on October 7, 2022 (together, the “Proxy Statement”). As reported in the Company’s Current Report on Form 8-K filed on November 4, 2022 (the “Prior Form 8-K”), the Special Meeting was adjourned until November 11, 2022 in order to allow additional time for the Company’s stockholders to vote on Proposal Two, as described below.
On November 11, 2022, the Special Meeting was reconvened. Of the 24,338,410 shares of the Company’s common stock outstanding as of September 9, 2022 (the “Record Date”), 17,864,680 shares, or 73.4%, were represented in person or by proxy at the reconvened Special Meeting. At the reconvened Special Meeting, the Company’s stockholders approved Proposal Two. The final voting results for Proposal Two, as described in the Proxy Statement, are set forth below. The final voting results for Proposal Three were disclosed in the Prior Form 8-K.
Proposal Two: Reverse Stock Split Proposal
The Company’s stockholders approved a proposal to authorize the Company’s board of directors to approve an amendment and restatement of the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock by a ratio of any whole number in the range of 1-for-2 to 1-for-20, and a corresponding reduction in the number of authorized shares of the Company’s common stock, within one year following the conclusion of the Special Meeting. The Company’s stockholders approved Proposal Two by the following vote:

Votes For	  	Votes Against	  	Abstentions	
12,479,335	  	5,300,827	  	84,518	
 
Item 8.01	Other Events	
On November 11, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated by reference into this Item.
 
Item 9.01	Financial Statements and Exhibits	
(d) Exhibits

Exhibit
No.	  		Description	
			
99.1	  	Press Release dated November 11, 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.

	 		 	Acorda Therapeutics, Inc.	
				
November 14, 2022	 		 	By:	 	/s/ Michael Gesser	
	 		 	Name:	 	Michael Gesser	
	 		 	Title:	 	Chief Financial Officer and Treasurer	

Exhibit 99.1

CONTACT:
Tierney Saccavino
(917) 783-0251    
tsaccavino@acorda.com
FOR IMMEDIATE RELEASE
 
Acorda Therapeutics Announces Passage of Reverse Stock Split Proposal at its Special Meeting of Stockholders
PEARL RIVER, NY – November 11, 2022 – Acorda Therapeutics, Inc. (Nasdaq: ACOR) today announced that the Company’s stockholders approved the Reverse Stock Split proposal at its reconvened Special Meeting of Stockholders.
“We are grateful to our shareholders who supported this proposal at a ratio of almost two and a half to one. Authorizing our board to implement a reverse stock split is an important tool, if needed, to ensure that we do not become delisted by Nasdaq,” said Ron Cohen, M.D., President and CEO of Acorda Therapeutics. “We recently shared a detailed, long-term business plan to increase the value of the Company. As a result of the Company’s recent arbitration award and rigorous fiscal discipline, we are well-capitalized to execute that plan. Our ability to avoid delisting will ensure that we have the runway to do so.”
About Acorda Therapeutics
Acorda Therapeutics develops therapies to restore function and improve the lives of people with neurological disorders. INBRIJA® is approved for intermittent treatment of OFF episodes in adults with Parkinson’s disease treated with carbidopa/levodopa. INBRIJA is not to be used by patients who take or have taken a nonselective monoamine oxidase inhibitor such as phenelzine or tranylcypromine within the last two weeks. INBRIJA utilizes Acorda’s innovative ARCUS® pulmonary delivery system, a technology platform designed to deliver medication through inhalation. Acorda also markets the branded AMPYRA® (dalfampridine) Extended Release Tablets, 10 mg.
Forward-Looking Statements
This press release includes forward-looking statements. All statements, other than statements of historical facts, regarding management’s expectations, beliefs, goals, plans or prospects should be considered forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including: we may not be able to successfully market AMPYRA, INBRIJA or any other products under development; the COVID-19 pandemic, including related restrictions on in-person interactions and travel, and the potential for illness, quarantines and vaccine mandates affecting our management, employees or consultants or those that work for other companies we rely upon, could have a material adverse effect on our business operations or product sales; our ability to attract and retain key management and other personnel, or maintain access to expert advisors; our ability to raise additional funds to finance our operations, repay outstanding indebtedness or satisfy other obligations, and our ability to control our costs or reduce planned expenditures; risks associated with the trading of our common stock; risks related to the successful implementation of our business plan, including the accuracy of its key assumptions; risks related to our corporate restructurings, including our ability to outsource certain operations, realize expected cost savings and maintain the workforce needed for continued operations; risks associated with complex, regulated manufacturing processes for pharmaceuticals, which could

affect whether we have sufficient commercial supply of INBRIJA or AMPYRA to meet market demand; our reliance on third-party manufacturers for the timely production of commercial supplies of INBRIJA and AMPYRA; third-party payers (including governmental agencies) may not reimburse for the use of INBRIJA or AMPYRA at acceptable rates or at all and may impose restrictive prior authorization requirements that limit or block prescriptions; reliance on collaborators and distributors to commercialize INBRIJA and AMPYRA outside the U.S.; our ability to satisfy our obligations to distributors and collaboration partners outside the U.S. relating to commercialization and supply of INBRIJA and AMPYRA; competition for INBRIJA and AMPYRA, including increasing competition and accompanying loss of revenues in the U.S. from generic versions of AMPYRA (dalfampridine) following our loss of patent exclusivity; the ability to realize the benefits anticipated from acquisitions because, among other reasons, acquired development programs are generally subject to all the risks inherent in the drug development process and our knowledge of the risks specifically relevant to acquired programs generally improves over time; the risk of unfavorable results from future studies of INBRIJA (levodopa inhalation powder) or from other research and development programs, or any other acquired or in-licensed programs; the occurrence of adverse safety events with our products; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or class-action litigation; failure to protect our intellectual property, to defend against the intellectual property claims of others or to obtain third-party intellectual property licenses needed for the commercialization of our products; and failure to comply with regulatory requirements could result in adverse action by regulatory agencies.
These and other risks are described in greater detail in our filings with the Securities and Exchange Commission. We may not actually achieve the goals or plans described in our forward-looking statements, and investors should not place undue reliance on these statements. Forward-looking statements made in this press release are made only as of the date hereof, and we disclaim any intent or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, except as may be required by law.
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