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 15, 2015

 

KaloBios Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35798

 

77-0557236

(State or other Jurisdiction of
Incorporation)

(Commission File No.)

(IRS Employer Identification No.)

 

 

442 Littlefield 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 December 15, 2015, KaloBios Pharmaceuticals, Inc.  (Nasdaq: KBIO) (the “ Company ”) entered into Amendment No. 1 to Securities Purchase Agreement (the “ Amendment ”) with the purchasers identified therein (each including its successors and assigns a “ Purchaser ” and collectively, the “ Purchasers ”), whereby the price per share from the Securities Purchase Agreement, dated as of December 3, 2015 (the “ SPA ” and together with the Amendment, the “ Purchase Agreement ”), was amended to be $24.855 for all Purchasers other than those Purchasers who are directors, officers, employees or consultants of the Company (the “ Director Purchasers ”). The price per share for the Director Purchasers was not changed from the Per Share Purchase Price as originally defined in the Securities Purchase Agreement, which for the avoidance of doubt is $29.32 per share.

 

On December 16, 2015, the transactions set forth in the Purchase Agreement were consummated and 350,224 shares of the Company's common stock, par value $0.001 per share was issued to the Purchasers for the aggregate purchase price of approximately $8,818,000. The transactions contemplated by the Purchase Agreement were not a "public offering" as defined in Section 4(2) of the Securities Act of 1933, as amended (the " Securities Act ") and is exempt from registration under Section 4(2) of the Securities Act.

 

The foregoing description of the Amendment is qualified in its entirety by reference to such Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Number Description
10.1 Form of Amendment No. 1 to Securities Purchase Agreement

 

 

 

 

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.

 

           

 

KaloBios Pharmaceuticals, Inc.

   

 

By: /s/ Martin Shkreli            

 

 

Name: Martin Shkreli
Title:   Chief Executive Officer

 

Dated: December 16, 2015

 

 

 

Exhibit 10.1

 

AMendment No. 1 to Securities Purchase Agreement

 

This Amendment No. 1 to Securities Purchase Agreement (this “ Amendment ”) is dated as of December 15, 2015, between KaloBios Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “ Purchaser ” and collectively, the “ Purchasers ”). This Amendment amends that certain Securities Purchase Agreement (the “ SPA ”), dated as of December 3, 2015, by and among the Company and the Purchasers. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the SPA.

 

Recitals

 

Whereas , Section 1.1 of the SPA provides that the Per Share Purchase Price equals $29.32, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the SPA.

 

Whereas , the Company and the Purchasers desire to amend the SPA as set forth herein.

 

Now, Therefore , in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and in reliance on the recitals set forth above, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment hereby agree as follows:

 

Agreement

 

1. Amendments . Section 1.1 of the SPA is hereby amended as follows:

 

(a) The following definition is hereby added:

 

“ Amended Per Share Purchase Price ” equals $24.855, for all Purchasers that are not as of the date hereof directors, officers, employees or consultants of the Company, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

 

(b) The following definition is hereby added:

 

“ Director Per Share Purchase Price ” equals $29.32, for all Purchasers that are as of the date hereof directors, officers, employees or consultants of the Company, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

 

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(c) The definition of Per Share Purchase Price is amended and restated as follows:

 

“ Per Share Purchase Price ” means either the Amended Per Share Purchase Price or the Director Per Share Purchase Price as the case may be for the Purchaser.

 

2. Effectiveness of this Amendment . Each of the parties hereto, by its signature below, does hereby give its written consent to the amendment of the SPA in accordance with this Amendment. This Amendment will become effective as of the date first written above.

 

3. Purchase Agreement . Except as set forth by the terms of this Amendment, the SPA remains in full force and effect.

 

4. Governing Law . This Amendment shall be governed by, and construed in accordance with, the law of the State of Delaware applicable to contracts to be fully performed therein.

 

5. Counterparts; “.pdf” copies . This Amendment may be executed in one or more counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one and the same instrument. “.pdf” copies of signed signature pages will be deemed binding originals.

 

 

[Signature Page Follows]

 

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

 

KALOBIOS PHARMACEUTICALS, INC.

 

 

By:    
Name: Martin Shkreli  
Title:  Chief Executive Officer  

 

 

 

 

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

 

  

 

 

 

 

 

 

 

 

 

[ Signature Page to Amendment No. 1 to SPA ]

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PURCHASER

 

 

 

 

 

By: ________________________

Name:

 

 

 

 

 

 

 

[ Signature Page to Amendment No. 1 to SPA ]

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