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 4, 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 its Special Meeting of Stockholders on November 4, 2022 (the “Special Meeting”). The purpose of the Special Meeting was described in the Company’s definitive proxy statement as 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”).
Of the 24,338,410 shares if the Company’s common stock outstanding as of September 9, 2022 (the “Record Date”), 17,489,937 shares, or 71.9% were represented in person or by proxy, which total constituted a quorum of the issued and outstanding shares as of the Record Date.
The final voting results for Proposal Three, as described in the Proxy Statement, are set forth below. In accordance with the authority granted pursuant to Proposal Three, the Special Meeting was adjourned in order to allow additional time for stockholders to vote on Proposal Two, to authorize the Company’s board of directors to approve an amendment and restatement to the Company’s certificate of incorporation to effect at a reverse stock split at a ratio of any whole number in the range of 1-for-2 to 1-for-20 within one year following the Special Meeting. The adjourned Special Meeting will be reconvened at 9:00 a.m., Eastern Time, on November 11, 2022 at the Company’s principal executive office located at Two Blue Hill Plaza, 3rd Floor, Pearl River, New York 10965. The sole matter of business before the reconvened Special Meeting will be for stockholders to vote on Proposal Two, as described in the Proxy Statement. Stockholders have thus far strongly supported Proposal Two. At the time the Special Meeting was convened on November 4, 2022, over 49% of the outstanding shares had been voted FOR the proposal, over twice as many shares than against the proposal. However, the favorable votes were slightly less than the absolute majority of all outstanding shares on the record date for the Special Meeting needed for approval and thus the vote on this Proposal will take place at the reconvened meeting on November 11, 2022.
Proposal Three: Adjournment Proposal
The Company’s stockholders approved Proposal Three to allow for one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposal Two at the time of the Special Meeting, or in the absence of a quorum, by the following vote:

Votes For	 	Votes Against	 	Abstentions	
12,091,906	 	5,221,530	 	176,501	
 
Item 8.01	Other Events	
On November 4, 2022, the Company issued a press release announcing the adjournment 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 4, 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 4, 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 Adjournment of Special Meeting of Stockholders
Scheduled to Reconvene November 11, 2022 at 9:00 a.m. Eastern Time at the Company’s Headquarters to Vote on Proposal Two
PEARL RIVER, NY – November 4, 2022 – Acorda Therapeutics, Inc. (Nasdaq: ACOR) convened its Special Meeting of Stockholders on November 4, 2022, and a proposal to adjourn the meeting was approved in order to provide stockholders with additional time to vote on Proposal Two, Reverse Stock Split. The Special Meeting will be reconvened on November 11, 2022 at 9:00 a.m. Eastern Time at the Company’s offices located at Two Blue Hill Plaza, 3rd Floor, Pearl River, New York 10965. The sole matter of business before the reconvened Special Meeting will be to approve Proposal Two, the Reverse Stock Split.
Stockholders have thus far strongly supported Proposal Two. At the time the meeting was convened on November 4, 2022, over 49% of the outstanding shares had been voted FOR the proposal, over twice as many shares than against the proposal. However, the favorable votes were slightly less than the absolute majority of all outstanding shares on the record date needed for approval. Proposal Three, allowing the Special Meeting to be adjourned, was approved at the Special Meeting. Both of these proposals are described in the Company’s proxy statement for the Special Meeting, which was filed with the Securities and Exchange Commission on September 22, 2022, and the supplement to the proxy statement filed on October 7, 2022.
The record date for determining stockholders eligible to vote on Proposal Two at the reconvened Special Meeting remains September 9, 2022.
Acorda strongly encourages any eligible stockholder that has not yet voted their shares, or provided voting instructions to their broker or other record holder, to do so promptly. No action is required by any stockholder who has previously delivered a proxy and who does not wish to change their vote.
How Stockholders Can Vote:
Stockholders are encouraged to cast their vote promptly FOR the Reverse Stock Split proposal without further delay.
By phone: Call 1-800-967-5051, Monday—Friday 9am to 10pm ET; Saturday 10am—6pm ET. If you call after hours, leave a message and the call center will call you back the next day.
Online: www.proxyvote.com Please have the control number that was sent to you in the mail.
Mail: Sign, date, and return your proxy card in the postage-paid, stamped envelope provided.
If you have questions or need assistance voting your shares, please contact D.F. King & Co., Inc. toll free at 1-800-967-5051 or via email at ACOR@dfking.com.

Additional Information and Where to Find It
On September 22, 2022, the Company filed the Notice of Special Meeting and Proxy Statement (the “Proxy Statement”) and definitive form of proxy card with the United States Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies from the Company’s stockholders. On October 7, 2022, the Company filed a Supplement to the Proxy Statement (the “Supplement”). Investors and stockholders are strongly encouraged to read the Proxy Statement and Supplement, the accompanying proxy card, and other documents filed by the Company in their entirety, as they contain important information.
We urge Stockholders to review the Proxy Statement. Stockholders can obtain copies of the Proxy Statement, Supplement, any other amendments or supplements to the Proxy Statement, and other documents filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge on the Investors section of our website at www.acorda.com. You may also obtain additional copies of the Proxy Statement and other proxy solicitation materials by contacting our proxy solicitor, D.F. King & Co., Inc., as directed above.
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 and our credit agreements, including the potential delisting of our common stock from the Nasdaq Global Select Market which could result in a default under the indenture dated as of December 23, 2019 for Acorda’s 6.00% convertible senior secured notes, and could prevent the implementation of our business plan, and the success of actions that we may take, such as a reverse stock split, in order to attempt to maintain such listing and avoid a default; 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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