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): October 5, 2021
Elanco Animal Health Incorporated
(Exact name of registrant as specified in its charter)
| Indiana | | 001-38661 | | 82-5497352 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer Identification No.) |
2500 Innovation Way Greenfield, Indiana (Address of principal executive offices) | | 46140 (Zip Code) |
Registrant’s telephone number, including area code: (877) 352-6261
Not Applicable
(Former Name or 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 Instruction 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, no par value | | ELAN | | New York Stock Exchange |
| 5.00% Tangible Equity Units | | ELAT | | New York Stock Exchange |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 5, 2021, Elanco Animal Health Incorporated (“Elanco”) announced that, effective October 18, 2021, Aaron Schacht, Elanco’s Executive Vice President of Innovation, Regulatory, and Business Development, is transitioning to lead the potential carve-out of Elanco’s microbiome R&D platform, as described below in Item 7.01. Elanco announced that Ellen de Brabander, Ph.D., will become the new Executive Vice President of Innovation and Regulatory Affairs at that time.
| Item 7.01 | Regulation FD Disclosure |
Also on October 5, 2021, Elanco announced that it intends to carve out its microbiome R&D platform, aiming to create a privately funded, independent, biopharmaceutical company focused on developing solutions for animal and human health. Elanco will explore structures with both strategic and financial sponsors, and may retain a minority stake in this new entity. The potential carve-out is expected to be completed by the end of the first quarter of 2022.
A copy of the press release announcing the potential carve-out of the microbiome R&D platform and the executive officer transition described under Item 5.02 above is attached to this Current Report on Form 8-K as Exhibit 99.1. The information contained in the accompanying Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
This report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, without limitation, statements concerning our expectations relating to the initiative to separate the microbiome R&D platform and our long-term financial expectations. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national, or global political, economic, business, competitive, market, and regulatory conditions, including but not limited to the terms, timing or structure of any separation of the microbiome R&D platform, including whether it will be consummated at all; whether the operational and strategic benefits of a separation of the microbiome R&D platform can be achieved and whether the costs and expenses of any separation can be controlled within expectations; whether the uncertainty of announcing the separation initiative will have adverse impacts on employees, customers and suppliers related to the microbiome R&D platform; and other factors described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021. The Company undertakes no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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.
| | Elanco Animal Health Incorporated |
| | |
| | |
| October 5, 2021 | By: | /s/ Todd Young |
| | | Name: Todd Young |
| | | Title: Executive Vice President and Chief Financial Officer |
