UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As discussed in the press release issued on March 17, 2025 by Elanco Animal Health Incorporated (the “Company”) and referred to in Item 7.01 below, the Company announced certain changes to its Board of Directors, including the decision by William F. Doyle to resign from the Board, effective upon the Company entering into a research agreement (the “Research Agreement”) with an entity affiliated with Mr. Doyle, which was executed on March 16, 2025. Mr. Doyle’s resignation from the Board is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Pursuant to the Research Agreement, between Elanco US Inc., a wholly owned subsidiary of the Company (“Elanco US”), and WEDterinary LLC (“WED”), WED will conduct certain research studies involving targeted gene therapy to treat chronic kidney disease in cats and explore emerging spaces to increase healthy lifespan for pets. Elanco US will pay up to $4 million to fund the research activities conducted by WED, in exchange for certain rights in the resulting intellectual property including the right to negotiate for exclusive rights in the assets. Mr. Doyle owns 33% of the equity interests of WED. The transaction contemplated by the Research Agreement was approved by the Company’s Audit Committee prior to execution of the Research Agreement in accordance with the Company’s related person transaction policy.
| Item 7.01 | Regulation FD Disclosure. |
The Company has issued a press release regarding changes to its Board of Directors, including Mr. Doyle’s resignation from the Board and related items. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit |
Description | |
| 99.1 | Press Release issued by Elanco Animal Health Incorporated, dated as of March 17, 2025. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 | ||
| Date: March 17, 2025 | By: | /s/ Shiv O’Neill |
| Name: Shiv O’Neill | ||
| Title: Executive Vice President, General Counsel and Corporate Secretary | ||