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): August 25, 2021

KINDRED BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36225

46-1160142

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

1555 Bayshore Highway, Suite 200, Burlingame, California 94010

(Address of principal executive offices) (Zip Code)

(650) 701-7901

(Registrant’s telephone number, including area code)

N/A

(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

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value

KIN

The NASDAQ Stock Market LLC

Preferred Stock Purchase Rights

KIN

The NASDAQ Stock Market LLC

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 85.0107 Submission ~~Other~~of ~~Events~~Matters to a Vote of Security Holders.

AsOn ~~previously~~August ~~announced~~25, ~~on June 15,~~ 2021, Kindred Biosciences, Inc., a Delaware corporation (~~the~~ “~~Company” or “~~KindredBio”), ~~entered~~held ~~into~~a anspecial ~~Agreement~~meeting ~~and Plan~~ of ~~Merger~~KindredBio’s ~~(as~~stockholders itat ~~may~~8:00 bea.m., ~~amended~~Pacific ~~from~~Time ~~time~~at toSan ~~time~~Francisco inAirport ~~accordance~~Marriott ~~with~~Waterfront ~~its terms~~Hotel, ~~including~~1800 byOld ~~the~~Bayshore ~~First Amendment~~Highway, ~~dated June 30~~Burlingame, ~~2021,~~California 94010 (the “~~Merger~~KindredBio ~~Agreement~~Special Meeting”). ~~with~~As ~~Elanco~~of ~~Animal~~the ~~Health~~close ~~Incorporated,~~of anbusiness ~~Indiana~~on ~~corporation~~July ~~(“Elanco”)~~20, ~~and~~2021, ~~Knight~~KindredBio’s ~~Merger~~record ~~Sub,~~date ~~Inc.,~~for athe ~~Delaware~~KindredBio ~~corporation~~Special ~~and~~Meeting, athere ~~wholly-owned~~were ~~subsidiary~~a total of ~~Elanco~~45,462,318 ~~(“Merger~~shares ~~Sub”)~~of common stock, ~~pursuant~~par tovalue ~~which~~$0.0001 per share, ~~subject~~of toKindredBio ~~the~~(“KindredBio ~~terms~~common stock”), outstanding and ~~conditions~~entitled ~~set~~to ~~forth~~vote inat the ~~Merger~~KindredBio ~~Agreement,~~Special ~~Merger~~Meeting. ~~Sub~~At ~~will~~the ~~merge~~KindredBio ~~with~~Special ~~and~~Meeting, ~~into~~31,572,543 ~~the~~shares ~~Company~~of ~~(the~~KindredBio ~~“Merger”),~~common ~~with~~stock ~~the~~were ~~Company~~present ~~surviving~~or ~~the~~represented ~~Merger~~by proxy, and ~~becoming~~therefore, a ~~wholly~~quorum ~~owned~~was ~~subsidiary of Elanco~~present.

The ~~Merger~~results isof ~~subject to~~ the ~~satisfaction~~matters orvoted ~~waiver~~upon ofat ~~certain~~the ~~closing~~KindredBio ~~conditions~~Special ~~including~~Meeting, ~~among~~which ~~other~~are ~~things,~~more ~~the~~fully ~~expiration~~described orin ~~termination~~KindredBio’s ofDefinitive ~~the~~Proxy ~~applicable~~Statement ~~waiting~~on ~~period~~Schedule ~~under~~14A as filed with the ~~Hart-Scott-Rodino~~Securities ~~Antitrust~~and ~~Improvements~~Exchange ~~Act~~Commission of(“SEC”) ~~1976,~~on asJuly ~~amended~~21, 2021 (the “~~HSR~~Proxy ~~Waiting Period~~Statement”). ~~The~~are ~~HSR~~set ~~Waiting~~forth ~~Period~~below. ~~expired~~There onwere ~~July~~no ~~30,~~broker ~~2021~~non-votes atwith ~~11:59~~respect ~~p.m.~~to ~~Eastern~~any ~~Time~~of the proposals.

~~Subject~~Proposal to1: ~~obtaining~~To ~~KindredBio~~consider ~~stockholder~~and ~~approval~~vote ~~and~~on the ~~satisfaction~~proposal to adopt the Agreement and Plan of ~~other~~Merger, ~~closing~~dated ~~conditions~~June 15, 2021 (as it may be amended from time to time in accordance with its terms, including by the First Amendment, dated June 30, 2021, the “Merger Agreement”), by and among KindredBio, ~~currently~~Elanco ~~expects~~Animal Health Incorporated (“Elanco”) and Knight Merger Sub, Inc. (“Merger Sub”) (the “Merger Proposal”). Pursuant to, ~~complete~~and subject to the terms and conditions of, the Merger ~~later~~Agreement, inMerger Sub will merge with and into KindredBio (the ~~current~~“Merger”), ~~quarter~~with KindredBio surviving the Merger and becoming a wholly owned subsidiary of Elanco. The votes regarding the Merger Proposal were as follows:

Important Information for Investors and Stockholders


For	Against	Abstain
31,139,211	354,158	79,174

~~This~~Proposal ~~communication~~2: ~~does~~To ~~not~~consider ~~constitute~~and ~~a solicitation of any~~ vote oron ~~approval in connection with~~ the ~~proposed~~proposal ~~acquisition~~to ~~of Kindred Biosciences~~approve, ~~Inc.~~on ~~(“KindredBio”)~~a ~~by Elanco Animal Health Incorporated (“Elanco” and such proposed acquisition~~non-binding, ~~the~~advisory ~~“Merger”). In connection with the proposed Merger~~basis, ~~KindredBio has filed a definitive proxy statement with~~ the ~~Securities~~compensation ~~and~~that ~~Exchange~~may ~~Commission~~be ~~(“SEC”).~~paid ~~Beginning~~or onbecome ~~July~~payable ~~21,~~by ~~2021,~~ KindredBio ~~mailed the proxy statement~~ to its ~~stockholders.~~named ~~BEFORE~~executive ~~MAKING~~officers ~~ANY~~that ~~VOTING~~is ~~DECISION,~~based ~~KINDREDBIO’S~~on ~~STOCKHOLDERS~~or ~~ARE~~otherwise ~~URGED~~relates TOto ~~READ~~the ~~CAREFULLY~~Merger ~~AND IN THEIR ENTIRETY THE PROXY STATEMENT~~ (~~INCLUDING~~the ~~ALL~~“Merger-Related ~~AMENDMENTS~~Compensation ~~AND SUPPLEMENTS THERETO~~Proposal”) ~~AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KINDREDBIO AND THE PROPOSED MERGER~~. The ~~proposals~~votes ~~for~~regarding the Merger-Related ~~will~~Compensation beProposal ~~made~~were ~~solely~~as through the proxy statement. Investors and stockholders may obtain copies of the proxy statement and other documents filed with the SEC by KindredBio (when they became available) free of charge from the SEC’s website at www.sec.gov or by accessing KindredBio’s website at www.kindredbio.com. In addition, a copy of the proxy statement may be obtained free of charge from Investor Relations at Kindred Biosciences, Inc., 1555 Bayshore Highway, Suite 200, Burlingame, CA 94010. Copies of the documents filed with the SEC by Elanco (when they become available) may be obtained free of charge from the SEC’s website at www.sec.gov or by accessing Elanco’s website at www.elanco.com.follows:

Participants in the Merger Solicitation


For	Against	Abstain
30,252,326	1,211,108	109,109

~~Elanco,~~As ~~KindredBio,~~there ~~and~~were ~~certain~~sufficient ofvotes ~~their directors, executive officers and employees may be considered participants in the solicitation of proxies from KindredBio’s stockholders with respect~~ to ~~the~~approve ~~proposed transactions. Information regarding~~ the ~~persons~~Merger ~~who may~~Proposal, ~~under~~stockholder ~~the~~action ~~SEC~~on ~~rules,~~the beproposal ~~deemed~~to ~~participants~~approve inany ~~the~~adjournment ~~solicitation~~ of ~~KindredBio’s stockholders in connection with~~ the ~~proposed~~KindredBio ~~Merger~~Special ~~and~~Meeting to a ~~description~~later ofdate ~~their~~or ~~direct and indirect interests therein~~time, byif ~~security~~necessary ~~holdings~~ or ~~otherwise~~appropriate, ~~are~~to ~~set~~solicit ~~forth~~additional proxies in ~~the~~favor ~~definitive~~of ~~proxy~~the ~~statement~~adoption ~~filed~~of ~~by KindredBio with~~ the ~~SEC~~Merger ~~on July 21~~Agreement, ~~2021.~~as ~~Information~~more ~~about~~fully ~~Elanco’s~~described ~~directors and executive officers is set forth~~ in ~~Elanco’s~~the ~~definitive~~Proxy ~~proxy statement for its 2021 Annual Meeting of Shareholders~~Statement, ~~which~~ was ~~filed~~not ~~with the SEC on March 25~~required, ~~2021. Information about KindredBio’s directors~~ and ~~executive officers is set forth in~~ KindredBio’s ~~definitive~~did ~~proxy~~not ~~statement~~call ~~for~~a ~~its~~vote ~~2021~~on ~~Annual Meeting of Stockholders, which was filed with~~ the ~~SEC on April 29, 2021~~proposal. ~~These documents may be obtained as indicated above.~~

Item 9.01 Financial Statements and Exhibits.

Cautionary Statement Regarding Forward-Looking Statements

Statements included in this communication that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on our current beliefs and expectations. These forward-looking statements include, without limitation, statements regarding the proposed acquisition of KindredBio, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events or developments that Elanco

believes or anticipates will or may occur in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements. These factors include risks and uncertainties related to, among other things: uncertainties as to the timing of the Merger; the possibility that competing acquisition proposals will be made; the inability to complete the Merger due to the failure to obtain KindredBio’s stockholder adoption of the Merger Agreement or the failure to satisfy other conditions to completion of the Merger; the failure of the transaction to close for any other reason; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, customers, vendors and other business partners; the risk that stockholder litigation in connection with the Merger may result in significant costs of defense, indemnification and liability; diversion of management’s attention from ongoing business concerns and other risks and uncertainties that may affect future results of the combined company, including the risks described in the section entitled “Risk Factors” in Elanco’s and KindredBio’s Annual Reports on Form 10-K for the year ended December 31, 2020 and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021. All forward-looking statements are qualified in their entirety by this cautionary statement and neither Elanco nor KindredBio undertake any obligation to revise or update this communication to reflect events or circumstances after the date hereof, except as required by law.

Item 9.01 Financial Statements and Exhibits.(d) Exhibits


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

			KINDRED BIOSCIENCES, INC.
Date: August 2, 2021			By: /s/ Richard Chin
Date: August 26, 2021			By: /s/ Richard Chin
			Richard Chin, M.D.
			Chief Executive Officer

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