Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2021, the board of directors (the "Board") of Kindred
Biosciences, Inc. ("KindredBio") appointed Nanxi Liu and Lyndon Lien, Ph.D., to
serve as Class I directors of KindredBio, effective as of February 5, 2021, with
each director having a term that expires at the 2023 annual meeting of
stockholders. As a result of Ms. Liu and Dr. Lien's appointment, the authorized
size of the Board was increased to eight members. There is no arrangement or
understanding between Ms. Liu and any other person pursuant to which Ms. Liu was
selected as a director. There is no arrangement or understanding between Dr.
Lien and any other person pursuant to which Dr. Lien was selected as a director.
There are no relationships between Ms. Liu and the Company or Dr. Lien and the
Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Each of Ms. Liu and Dr. Lien is an independent director in accordance with the
listing requirements of The NASDAQ Stock Market. Ms. Liu and Dr. Lien's
compensation will be consistent with the compensation of KindredBio's other
non-employee directors. Ms. Liu shall serve on the Board's Audit Committee, and
Dr. Lien shall serve on the Board's Nominating and Corporate Governance
Committee.
In accordance with the previous announcement by Ernest Mario, Ph.D. of his
intention to retire as a director upon the appointment of a replacement
director, as reported on a Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 7, 2020, Dr. Mario retired from the Board on
February 5, 2021. Dr. Mario will remain as an advisor to KindredBio for the
remainder of 2021.
Lyndon Lien is Chief Executive Officer and co-founder of Qinotto, a
biopharmaceutical company discovering and developing therapeutics for
neurological diseases. Previously, he was Operating Partner at Pivotal
bioVenture Partners, a life sciences venture capital firm. He was also Chief
Executive Officer and co-founder of Balance Therapeutics, a rare cognition and
sleep disorder biopharmaceutical company which he led from early preclinical
development through Phase 2 clinical trials. Dr. Lien previously served in
various strategy, business development, and operating roles at Elan, J&J, and
McKinsey & Company. Dr. Lien received a PhD in Genetics and an AB from Harvard
University, and an MBA from MIT Sloan School of Management.
Nanxi Liu is Chief Executive Officer and co-founder of Enplug, a digital display
software company used by Fortune 500 companies, and was named one of Forbes 30
Under 30 and Fortune's 10 Most Promising Women Entrepreneurs. She also
co-founded Nanoly Bioscience, a venture-backed biotech company that develops
polymers that enable vaccines and other biologics to be stored without
refrigeration. Ms. Liu serves on the board of directors of CarParts.com, on the
Board of Advisors for Covington Capital Management, and on the California
Department of Motor Vehicles' New Motor Vehicle Board. She received a BS in
Business Administration and BA in Political Economy from UC Berkeley.
Item 7.01 Regulation FD Disclosure.
A copy of the press release dated February 9, 2021 announcing the appointments
of Ms. Liu and Dr. Lien is furnished as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Act of
1933, or the Securities Exchange Act of 1934, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated February 9, 2021, by Kindred Biosciences, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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