Item 1.02. Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, on
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and under Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
The Merger became effective on
In addition, at the Effective Time, (i) each share of KindredBio common stock subject to vesting, repurchase or other lapse restriction that was outstanding immediately prior to the Effective time became fully vested (to the extent such KindredBio common stock would not have otherwise vested) and was cancelled and converted automatically into the right to receive the Merger Consideration; (ii) each option to purchase shares of KindredBio common stock (other than rights to purchase shares of KindredBio common stock under the KindredBio employee stock purchase plan) (each, a "KindredBio Option"), whether vested or unvested and whether subject to time-based or performance-based vesting, that was outstanding immediately prior to the Effective Time became fully vested (to the extent unvested or to the extent such KindredBio Option would not otherwise have vested) and was automatically cancelled and converted into the right to receive a payment in cash equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share subject to such KindredBio Option and (b) the total number of shares subject to such KindredBio Option; and (iii) each award of restricted stock units denominated in shares of KindredBio common stock, whether subject to time-based or performance-based vesting, that was outstanding immediately prior to the Effective Time (each, a "KindredBio RSU Award") became fully
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vested (to the extent unvested or to the extent such award would not otherwise have vested), and was automatically cancelled and converted into the right to receive a payment in cash equal to the product of (A) the total number of shares of KindredBio common stock subject to such KindredBio RSU Award and (B) the Merger Consideration. Any KindredBio Option with a per share exercise price equal to greater than the Merger Consideration was cancelled for no consideration.
The foregoing description of the Merger, the Merger Agreement and the related
transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the full text of the Merger
Agreement, a copy of which was filed as Exhibit 2.1 to KindredBio's Current
Report on Form 8-K filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, KindredBio notified The
Nasdaq Capital Market ("Nasdaq") on
On the effective date of the Form 25, KindredBio will file with the
Item 3.03. Material Modification to Rights of Security Holders
Pursuant to the Merger Agreement, at the Effective Time, each share of KindredBio common stock that was outstanding immediately prior to the Effective Time (other than shares of KindredBio common stock held by (1) KindredBio as treasury stock, (2) Elanco or Merger Sub, or any wholly owned subsidiary of Elanco or (3) stockholders who properly exercised their statutory rights of appraisal under Section 262 of the DGCL) was canceled and converted into the right to receive the Merger Consideration. Upon the Effective Time, KindredBio's stockholders immediately prior to the Effective Time ceased to have any rights as stockholders in KindredBio (other than their right to receive the Merger Consideration) and, accordingly, no longer have any interest in KindredBio's future earnings or growth.
The information set forth in the Introductory Note and under Items 1.02, 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant
As a result of the Merger, Elanco acquired 100% of the voting securities of KindredBio and KindredBio became a wholly owned subsidiary of Elanco. As a result of the Merger, a change in control of KindredBio has occurred.
The information set forth in the Introductory Note and under Items 2.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In connection with the consummation of the Merger, all of the members of
KindredBio's board of directors (the "Board") resigned from the Board and from
all committees of the Board on which such directors served, effective as of the
Effective Time. These resignations were not a result of any disagreements
between KindredBio and the former directors on any matter relating to
KindredBio's operations, policies or practices. Upon consummation of the Merger
on
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KindredBio. Also in accordance with the terms of the Merger Agreement, at the Effective Time, the officers of KindredBio were effectively removed and replaced by the officers of Merger Sub, effective at the Effective Time.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement, at the Effective Time, the amended and restated certificate of incorporation of KindredBio was amended and restated as provided in the Merger Agreement (the "Amended and Restated Certificate"). The Amended and Restated Certificate is attached as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03. Also in connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement, at the Effective Time, the amended and restated bylaws of KindredBio were amended and restated as provided in the Merger Agreement (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws are attached as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.
Item 9.01. Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJune 15, 2021 , by and amongKindred Biosciences, Inc. , Elanco Animal Health Incorporated andKnight Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed byKindred Biosciences, Inc. , onJune 16, 2021 ) 2.2 First Amendment to Agreement and Plan of Merger, dated as ofJune 15, 2021 , by and amongKindred Biosciences, Inc. , Elanco Animal HealthIncorporated and Knight Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed byKindred Biosciences, Inc. , onJuly 1, 2021 ) 3.1 Amended and Restated Certificate of Incorporation ofKindred Biosciences, Inc. 3.2 Amended and Restated Bylaws ofKindred Biosciences, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Agreement
and Plan of Merger have been omitted and
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