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): April 8, 2020
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, include 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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 o | ||||
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. o | ||||
Item 1.01 Entry into a Material Definitive Agreement.
At The Market Offering Agreement
On April 8, 2020, Kindred Biosciences, Inc. (“we,” “our” or the “Company”) entered into an at the market offering agreement (the “offering agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) pursuant to which we may offer and sell from time to time through the Agent shares of our common stock, $0.0001 par value per share, having an aggregate offering price of up to $25.0 million, which amount may be increased from time to time pursuant to terms of the offering agreement. The offer and sale of our shares through the Agent will be registered pursuant to our Registration Statement on Form S-3 filed with the Securities and Exchange Commission, or “SEC,” on January 17, 2018 and declared effective by the SEC on February 7, 2018, and are described in detail in the related base prospectus, dated February 7, 2018, and prospectus supplement, dated April 8, 2020, included as part of our Registration Statement.
Under the offering agreement, the Agent may sell shares of our common stock by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933. The Agent has agreed in the offering agreement to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell shares in accordance with our instructions (including any price, time or size limit or other customary parameters or conditions we may impose).
We have agreed to pay the Agent a commission rate of up to 3.0% of the gross sales price per share of any of our shares of common stock sold through the Agents under the offering agreement. We also have agreed to reimburse the Agent for legal fees and disbursements, not to exceed a total of $50,000, incurred by it in connection with the negotiation and preparation of the offering agreement and have provided the Agent with customary indemnification rights.
The offering pursuant to the offering agreement will terminate upon the sale of all shares subject to the offering agreement or the earlier termination of the offering agreement as permitted therein.
A copy of the offering agreement is incorporated by reference herein as Exhibit 10.1, and the foregoing summary of the offering agreement is qualified by reference to such exhibit.
TroyGould PC, counsel to the Company, has issued an opinion to the Company, dated April 8, 2020, regarding the validity of the shares of common stock to be issued and sold pursuant to the offering agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: April 8, 2020 | By: /s/ Wendy Wee |
| Wendy Wee | |
| Chief Financial Officer | |