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Acucela 15-12G

2016-12-05 sec.gov
15-12G     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 15     CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000 -55133     Acucela Inc.* (Exact name of registrant as specified in its charter)     1301 Second Avenue, Suite 4200 Seattle, Washington 98101 (206) 805-8

Acucela S-8 POS

2016-12-02 sec.gov
S-8 POS As filed with the Securities and Exchange Commission on December 2, 2016 Registration No. 333-193811 Registration No. 333-206540 Registration No. 333-208889       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-193811 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-206540 POST-EFFECTIVE AMENDMENT NO.

Acucela S-8 POS

2016-12-02 sec.gov
S-8 POS As filed with the Securities and Exchange Commission on December 2, 2016 Registration No. 333-193811 Registration No. 333-206540 Registration No. 333-208889       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-193811 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-206540 POST-EFFECTIVE AMENDMENT NO.

Acucela S-8 POS

2016-12-02 sec.gov
S-8 POS As filed with the Securities and Exchange Commission on December 2, 2016 Registration No. 333-193811 Registration No. 333-206540 Registration No. 333-208889       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-193811 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-206540 POST-EFFECTIVE AMENDMENT NO.

Acucela EX-10.1

2016-12-02 sec.gov
EX-10.1 Exhibit 10.1 [Translation] Liability Limitation Agreement Kubota Pharmaceutical Holdings Co., Ltd. (the “Company”) and [TBD] (“Director”) enter into this agreement (this “Agreement”) as follows in accordance with Article 427, Paragraph 1 of the Companies Act and Article 26, Paragraph 2 of the Articles of Incorporation of the Company.   Article 1 Limitation of liability If Director is liable for damages to the Company under Article 423, Paragraph 1 of the Companies Act after the execution

Acucela EX-4.4

2016-12-02 sec.gov
EX-4.4 Exhibit 4.4 Final RESTRICTED STOCK SUBSTITUTION AGREEMENT This Restricted Stock Substitution Agreement (the “Agreement”) is made and entered into as of [Month, Date], [Year], by and between Kubota Pharmaceutical Holdings Co., Ltd., a Japanese corporation (the “Company”), and [Name] (the “Holder”). WHEREAS, Acucela Inc. (“Acucela”) shall reincorporate under the laws of Japan (a “Redomicile Transaction”); WHEREAS, in order to effect the Redomicile Transaction Acucela shall enter into the Ag

Acucela EX-4.3

2016-12-02 sec.gov
EX-4.3 Exhibit 4.3 Final RESTRICTED STOCK UNIT SUBSTITUTION AGREEMENT This Restricted Stock Unit Substitution Agreement (the “Agreement”) is made and entered into as of [Month, Date], [Year], by and between Kubota Pharmaceutical Holdings Co., Ltd., a Japanese corporation (the “Company”), and [Name] (the “Holder”). WHEREAS, Acucela Inc. (“Acucela”) shall reincorporate under the laws of Japan (a “Redomicile Transaction”); WHEREAS, in order to effect the Redomicile Transaction Acucela shall enter i

Acucela EX-4.2

2016-12-02 sec.gov
EX-4.2 Exhibit 4.2 FINAL STOCK OPTION SUBSTITUTION AGREEMENT This Stock Option Substitution Agreement (the “Agreement”) is made and entered into as of [Month, Date], [Year], by and between Kubota Pharmaceutical Holdings Co., Ltd., a Japanese corporation (the “Company”), and [Name] (the “Holder”). WHEREAS, Acucela Inc. (“Acucela”) shall reincorporate under the laws of Japan (a “Redomicile Transaction”); WHEREAS, in order to effect the Redomicile Transaction Acucela shall enter into the Agreement

Acucela EX-4.1

2016-12-02 sec.gov
EX-4.1 Exhibit 4.1 FINAL KUBOTA PHARMACEUTICAL HOLDINGS CO., LTD. 2016-2026 STOCK OPTION PLAN (1) Share Acquisition Rights to be Granted under the Kubota Pharmaceutical Holdings Co., Ltd. 2016-2026 Year Stock Option Plan (the “Plan”) Share acquisition rights issued by Kubota Pharmaceutical Holdings Co., Ltd. (the “Share Acquisition Rights”) in accordance with this Plan will be either granted as incentive stock options (“ISOs”) within the meaning of Section 422 of the U.

Acucela EX-3.2

2016-12-02 sec.gov
EX-3.2 Exhibit 3.2 [Translation] Share Handling Regulations of Kubota Pharmaceutical Holdings Co., Ltd. Chapter 1 General Provisions   Article 1 Purpose Procedures for exercising shareholders’ rights and other matters relating to the handling of shares at the Company shall be governed by these regulations (these “Regulations”) in accordance with Article 10 of the Articles of Incorporation, in addition to the provisions set forth by the Japan Securities Depository Center, Inc.

Acucela EX-3.1

2016-12-02 sec.gov
EX-3.1 Exhibit 3.1 [Translation] Articles of Incorporation of Kubota Pharmaceutical Holdings Co., Ltd. Chapter 1 General Provisions Article 1 Name The name of the Company shall be “Kubota Pharmaceutical Holdings Kabushiki Kaisha”, which shall be expressed in English as “Kubota Pharmaceutical Holdings Co., Ltd.” Article 2 Purpose   2.1 The purpose of the Company shall be to control and manage, by holding share or other interests, the business activities of companies (including foreign companies),

Acucela FORM 8-K12G3

2016-12-02 sec.gov
FORM 8-K12G3     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 30, 2016     Kubota Pharmaceutical Holdings Co., Ltd. (Exact name of registrant as specified in its charter)       Japan   000-55133   98-1295657 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification

Acucela EXHIBIT 32.2

2016-11-04 sec.gov
Exhibit Exhibit 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  I, John Gebhart, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the quarterly report of Acucela Inc. on Form 10-Q for the quarter ended September 30, 2016 (the "Report") fully complies with the requirements of Section 13(a) o

Acucela EXHIBIT 32.1

2016-11-04 sec.gov
Exhibit Exhibit 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  I, Ryo Kubota, M.D., Ph.D., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the quarterly report of Acucela Inc. on Form 10-Q for the quarter ended September 30, 2016 (the "Report") fully complies with the requirements of Sect

Acucela EXHIBIT 31.2

2016-11-04 sec.gov
Exhibit Exhibit 31.2 CERTIFICATION I, John Gebhart, certify that:  1.             I have reviewed this quarterly report on Form 10-Q of Acucela Inc.;  2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  3.

Acucela EXHIBIT 31.1

2016-11-04 sec.gov
Exhibit Exhibit 31.1 CERTIFICATION I, Ryo Kubota, M.D., Ph.D., certify that:  1.             I have reviewed this quarterly report on Form 10-Q of Acucela Inc.;  2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  3.

Acucela EXHIBIT 10.1

2016-11-04 sec.gov
Exhibit SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the “Agreement”) is made by and between Roger Girard (the “Executive”) and Acucela Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, Executive was employed by the Company; WHEREAS, Executive signed an Employment Agreement with the Company effective September 1, 2015, amended effective December 9, 2015 (collectively the “Employment Agreement”); WHEREAS,

Acucela 10-Q (Quarterly Report)

2016-11-04 sec.gov
Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-Q (Mark One) þ    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55133 ACUCELA INC.

Acucela EXHIBIT 99.1

2016-11-04 sec.gov
Exhibit EXHIBIT 99.1 (Translation) Financial Results for the Third Quarter of the Fiscal Year Ending September 30, 2016 [US GAAP] [Consolidated] November 4, 2016 Company name Acucela Inc. Stock exchange listing Tokyo Stock Exchange Mothers Market (Foreign Stocks) Code number 4589 URL http://www.acucela.jp/ Representative Dr. Ryo Kubota   Title: Chairman, President and Chief Executive Officer Attorney-in-fact Baker & McKenzie (Gaikokuho Joint Enterprise)   Ken Takahashi (Telephone: 03-6271-9900)

Acucela 8-K (Current Report/Significant Event)

2016-11-04 sec.gov
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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, 2016   ACUCELA INC. (Exact name of registrant as specified in its charter)             Washington   000-55133   02-0592619 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.

Acucela EXHIBIT 99.1

2016-10-28 sec.gov
Exhibit   Press Release Acucela Issues Notice of Listing Approval of Kubota Pharmaceutical Holdings Notice is hereby given that the Tokyo Stock Exchange has approved the listing of Kubota Pharmaceutical Holdings on October 28, 2016 Japan Time SEATTLE (October 27, 2016) — Acucela Inc. (Tokyo: 4589) (the “Company”), a clinical-stage ophthalmology company that specializes in identifying and developing novel therapeutics to treat and slow the progression of sight-threatening ophthalmic diseases, her

Acucela 8-K (Prospectus)

2016-10-28 sec.gov
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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, 2016 ACUCELA INC. (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-55133 (Commission File Number) 02-0592619 (IRS Employer Identification No.

Acucela EXHIBIT 99.1

2016-10-28 sec.gov
Exhibit   Press Release Acucela Issues Notice of Listing Approval of Kubota Pharmaceutical Holdings Notice is hereby given that the Tokyo Stock Exchange has approved the listing of Kubota Pharmaceutical Holdings on October 28, 2016 Japan Time SEATTLE (October 27, 2016) — Acucela Inc. (Tokyo: 4589) (the “Company”), a clinical-stage ophthalmology company that specializes in identifying and developing novel therapeutics to treat and slow the progression of sight-threatening ophthalmic diseases, her

Acucela 8-K (Current Report/Significant Event)

2016-10-28 sec.gov
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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, 2016 ACUCELA INC. (Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of incorporation) 000-55133 (Commission File Number) 02-0592619 (IRS Employer Identification No.

Acucela EXHIBIT 99.2

2016-10-19 sec.gov
Exhibit (Translation) October 18, 2016 Company Name: Acucela Inc. Title and Name of Representative: Ryo Kubota, Chairman,   President and Chief Executive Officer (TSE Mothers: Code 4589)   Contact: Tomomi Sukagawa,   Director, Japan Office, Acucela Inc.   (TEL: 03-5789-5872 (main)) Attorney in fact: Ken Takahashi, Attorney at law   Baker & McKenzie (Gaikokuho Joint Enterprise)   (TEL: 81-3-6271-9900) Notice of Resolutions of the Annual Meeting of Shareholders Notice is hereby given that the foll