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EX-99.1 - PRESS RELEASE - HUMANIGEN, INCd478725dex991.htm





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2013



KaloBios Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)




Delaware   000-54735   77-0557236

(State or other Jurisdiction of




File No.)


(IRS Employer

Identification No.)

260 East Grand Avenue

South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650) 243-3100

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2):


¨ 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))




Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2013, KaloBios Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Swann LLC, as the representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the Company’s initial public offering of 8,750,000 shares of common stock, $0.001 par value (the “Common Stock”), at a price per share to the public of $8.00 (the “Offering Price”), less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,312,500 additional shares of Common Stock to cover over-allotments, if any, at the Offering Price.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto.

The foregoing description is only a summary and is qualified in its entirety by reference to the Form of Underwriting Agreement, which is attached as Exhibit 1.1 hereto.

Item 8.01 Other Events.

On January 31, 2013, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits





  1.1    Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-184299) filed on January 15, 2013).
99.1    Press release issued by KaloBios Pharmaceuticals, Inc. on January 31, 2013.


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.


KaloBios Pharmaceuticals, Inc.

/s/ David W. Pritchard

  David W. Pritchard
  Chief Executive Officer

Dated: January 31, 2013