8-K

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): December 1, 2014

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))

Item 5.07Submission of Matters to a Vote of Security Holders.

On December 1, 2014, Kindred Biosciences, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 18,001,782 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 91.3% percent of the Company’s outstanding common stock as of the October 6, 2014 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 14, 2014.

PROPOSAL 1 - Election of Director. As to the election of director nominee, Ernest Mario, Ph.D., to serve as a Class I director until 2017 annual meeting of stockholders and until his successor is duly elected and qualified, the voting was as follows:

Votes FOR	Votes WITHHELD	Broker Non-Votes
14,571,421	378,525	3,051,836

PROSPOAL 2 - Approval of Kindred Biosciences, Inc. 2014 Employee Stock Purchase Plan.As to the proposal to approve Kindred Biosciences, Inc. 2014 Employee Stock Purchase Plan, the voting was as follows:

Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
14,923,371	18,503	8,072	3,051,836

PROPOSAL 3 - Ratification of Independent Public Accountant. As to the ratification of the appointment of KMJ Corbin & Company LLP as the Kindred Biosciences, Inc. independent registered public accounting firm for the year ending December 31, 2014, the voting was as follows:

Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
17,818,119	136,474	47,189	—

Based on the forgoing votes, Ernest Mario, Ph.D. was elected as a Class I director, and Proposal 2 and Proposal 3 were approved.

Item 8.01    Other Events.

On December 3, 2014, the Company issued a press release that provided an update on its AtoKin study and atopic dermatitis program. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press Release of Kindred Biosciences, Inc. issued on December 3, 2014.

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: December 3, 2014	By: /s/ Richard Chin
	Richard Chin, M.D.
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Kindred Biosciences, Inc. issued on December 3, 2014.

EX-99.1

Exhibit 99.1

KindredBio Announces Update on AtoKin and Atopic Dermatitis Program

SAN FRANCISCO, California. (December 3, 2014) - Kindred Biosciences, Inc. (NASDAQ: KIN), a biopharmaceutical company focused on saving and improving the lives of pets, today announced that it has re-assessed its atopic dermatitis program and the atopic dermatitis market and has decided to discontinue its AtoKin study in favor of directing resources toward other programs in its portfolio.

“While the market for atopic dermatitis is large, the space has recently undergone a major transition. The rapid uptake and success of a recently-launched atopic dermatitis product, while confirming the large size of the market, has substantially raised the bar for future atopic dermatitis products,” stated Richard Chin, Chief Executive Officer of KindredBio. “Our goal is to develop products that are superior or clearly differentiated from other products and that have profiles that will lead to leadership positions in the markets. Given that, and given that we are in the position of having a number of other very promising product candidates we would like to pursue, we have made a business decision to discontinue our AtoKin program. This will allow us to redirect resources to other programs, including advancing additional novel drugs and biologics into development. While discontinuing a program is always difficult, we believe that an important part of good drug development is discipline in managing the product portfolio and prioritization of drugs that will lead to maximal return on investment and deliver maximal benefit to our patients.”

About Kindred Biosciences

Kindred Biosciences is a development stage biopharmaceutical company focused on saving and improving the lives of pets.  Its mission is to bring to pets the same kinds of safe and effective medicines that human family members enjoy.  The Company’s strategy is to identify compounds and targets that have already demonstrated safety and efficacy in humans and to develop therapeutics based on these validated compounds and targets for dogs, cats and horses.  The Company has a deep pipeline of novel drugs and biologics in development across many therapeutic classes.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding our expectations about the trials, regulatory approval, manufacturing, distribution and commercialization of our current and future product candidates, and statements regarding our anticipated revenues, expenses, margins, profits and use of cash. 

These forward-looking statements are based on our current expectations. These statements are not promises or guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results to be

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Exhibit 99.1

materially different from any future results expressed or implied by the forward-looking statements.  These risks include, but are not limited to, the following:  our limited operating history and expectations of losses for the foreseeable future; the absence of revenue from our product candidates for the foreseeable future; our potential inability to obtain any necessary additional financing; our substantial dependence on the success of our lead product candidates, which may not be successfully commercialized even if they are approved for marketing; the effect of competition; our potential inability to obtain regulatory approval for our existing or future product candidates; our dependence on third parties to conduct some of our development activities; our dependence upon third-party manufacturers for supplies of our product candidates; uncertainties regarding the outcomes of trials regarding our product candidates; our potential failure to attract and retain senior management and key scientific personnel; uncertainty about our ability to develop a satisfactory sales organization; our significant costs of operating as a public company; our potential inability to obtain patent protection and other intellectual property protection for our product candidates; potential claims by third parties alleging our infringement of their patents and other intellectual property rights; our potential failure to comply with regulatory requirements, which are subject to change on an ongoing basis; the potential volatility of our stock price; and the significant control over our business by our principal stockholders and management.  

For a further description of these risks and other risks that we face, please see the risk factors described in our filings with the U.S. Securities and Exchange Commission (the SEC), including the risk factors discussed under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013 and any subsequent updates that may be contained in our Quarterly Reports on Form 10-Q filed with the SEC.  As a result of the risks described above and in our filings with the SEC, actual results may differ materially from those indicated by the forward-looking statements made in this press release.   Forward-looking statements contained in this press release speak only as of the date of this press release and we undertake no obligation to update or revise these statements, except as may be required by law. 

Contact

Denise Bevers

KindredBio

denise.bevers@kindredbio.com

(650) 701-7909

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