☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934 |
Delaware
|
77-0557236
|
|
(State or other jurisdiction of
|
(IRS Employer
|
|
incorporation)
|
Identification No.)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
|
Non-accelerated filer
☐
(Do not check if a smaller reporting company) |
Smaller reporting company
☒
|
Page
|
|||
3
|
|||
3
|
|||
3
|
|||
4
|
|||
5
|
|||
6
|
|||
7
|
|||
23
|
|||
30
|
|||
32
|
|||
32
|
|||
33
|
September 30,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
2,905
|
$
|
8,431
|
||||
Prepaid expenses and other current assets
|
1,806
|
1,963
|
||||||
Total current assets
|
4,711
|
10,394
|
||||||
Property and equipment, net
|
121
|
288
|
||||||
Restricted cash
|
101
|
193
|
||||||
Other assets
|
-
|
271
|
||||||
Total assets
|
$
|
4,933
|
$
|
11,146
|
||||
Liabilities and stockholders’ equity (deficit)
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
3,481
|
$
|
-
|
||||
Accrued expenses
|
395
|
-
|
||||||
Total current liabilities
|
3,876
|
-
|
||||||
Liabilities subject to compromise
|
-
|
5,414
|
||||||
Notes payable to vendors
|
1,242
|
-
|
||||||
Total liabilities
|
5,118
|
5,414
|
||||||
Stockholders’ equity (deficit):
|
||||||||
Common stock, $0.001 par value: 85,000,000 shares authorized at September
30, 2016 and December 31, 2015; 14,903,022 and 4,450,994 shares issued and
outstanding at September 30, 2016 and December 31, 2015, respectively
|
15
|
4
|
||||||
Additional paid-in capital
|
235,352
|
219,319
|
||||||
Accumulated deficit
|
(235,552
|
)
|
(213,591
|
)
|
||||
Total stockholders’ equity (deficit)
|
(185
|
)
|
5,732
|
|||||
Total liabilities and stockholders’ equity (deficit)
|
$
|
4,933
|
$
|
11,146
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development
|
$
|
1,741
|
$
|
3,845
|
$
|
7,805
|
$
|
13,082
|
||||||||
General and administrative
|
2,453
|
2,359
|
6,169
|
8,095
|
||||||||||||
Total operating expenses
|
4,194
|
6,204
|
13,974
|
21,177
|
||||||||||||
Loss from operations
|
(4,194
|
)
|
(6,204
|
)
|
(13,974
|
)
|
(21,177
|
)
|
||||||||
Other (expense) income:
|
||||||||||||||||
Interest expense
|
(30
|
)
|
(223
|
)
|
(76
|
)
|
(755
|
)
|
||||||||
Interest income
|
-
|
3
|
-
|
29
|
||||||||||||
Other income (expense), net
|
128
|
(176
|
)
|
128
|
(359
|
)
|
||||||||||
Reorganization items, net
|
(427
|
)
|
-
|
(8,039
|
)
|
-
|
||||||||||
Net loss
|
(4,523
|
)
|
(6,600
|
)
|
(21,961
|
)
|
(22,262
|
)
|
||||||||
Other comprehensive income:
|
||||||||||||||||
Net unrealized gains on marketable securities
|
-
|
-
|
-
|
8
|
||||||||||||
Comprehensive loss
|
$
|
(4,523
|
)
|
$
|
(6,600
|
)
|
$
|
(21,961
|
)
|
$
|
(22,254
|
)
|
||||
Basic and diluted net loss per common share
|
$
|
(0.30
|
)
|
$
|
(1.60
|
)
|
$
|
(2.76
|
)
|
$
|
(5.40
|
)
|
||||
Weighted average common shares outstanding used to
calculate basic and diluted net loss per common share
|
14,879,519
|
4,124,026
|
7,950,826
|
4,124,096
|
Additional
|
Total
|
|||||||||||||||||||
Common Stock
|
Paid-In
|
Accumulated
|
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||
Balances at December 31, 2015
|
4,450,994
|
$
|
4
|
$
|
219,319
|
$
|
(213,591
|
)
|
$
|
5,732
|
||||||||||
Issuance of common stock to officer and directors
|
323,155
|
1
|
1,451
|
-
|
1,452
|
|||||||||||||||
Issuance of common stock, net of issuance costs
|
7,147,035
|
7
|
10,125
|
-
|
10,132
|
|||||||||||||||
Issuance of common stock in settlement of litigation
|
631,358
|
1
|
(1
|
)
|
-
|
-
|
||||||||||||||
Issuance of warrants in connection with acquisition of licenses
|
-
|
-
|
272
|
-
|
272
|
|||||||||||||||
Conversion of notes payable and related accrued interest and fees to common stock
|
2,350,480
|
2
|
3,385
|
-
|
3,387
|
|||||||||||||||
Beneficial conversion feature
|
-
|
-
|
484
|
-
|
484
|
|||||||||||||||
Stock-based compensation expense
|
-
|
-
|
317
|
-
|
317
|
|||||||||||||||
Comprehensive loss
|
-
|
-
|
-
|
(21,961
|
)
|
(21,961
|
)
|
|||||||||||||
Balances at September 30, 2016
|
14,903,022
|
$
|
15
|
$
|
235,352
|
$
|
(235,552
|
)
|
$
|
(185
|
)
|
Nine Months Ended September 30,
|
||||||||
2016
|
2015
|
|||||||
Operating activities:
|
||||||||
Net loss
|
$
|
(21,961
|
)
|
$
|
(22,262
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
81
|
144
|
||||||
Loss on disposal of property and equipment
|
-
|
39
|
||||||
Gain on lease termination
|
(227
|
)
|
-
|
|||||
Noncash interest expense
|
46
|
164
|
||||||
Financing derivative
|
-
|
252
|
||||||
Reorganization items related to debtor-in-possession financing
|
1,627
|
-
|
||||||
Amortization of premium on marketable securities
|
-
|
130
|
||||||
Stock based compensation expense
|
317
|
913
|
||||||
Modification of stock options related to executive retirement
|
-
|
389
|
||||||
Modification of stock options related to restructuring activities
|
-
|
479
|
||||||
Issuance of warrants in connection with acquisition of licenses
|
272
|
-
|
||||||
Issuance of common stock to officer and directors
|
1,452
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other assets
|
428
|
940
|
||||||
Accounts payable
|
3,537
|
(804
|
)
|
|||||
Accrued expenses
|
(367
|
)
|
(1,444
|
)
|
||||
Deferred rent
|
-
|
(9
|
)
|
|||||
Liabilities subject to compromise
|
(3,153
|
)
|
-
|
|||||
Net cash used in operating activities
|
(17,948
|
)
|
(21,069
|
)
|
||||
Investing activities:
|
||||||||
Purchase of marketable securities
|
-
|
(3,703
|
)
|
|||||
Proceeds from maturities of marketable securities
|
-
|
33,371
|
||||||
Purchases of property and equipment
|
-
|
(136
|
)
|
|||||
Proceeds from disposal of property and equipment
|
-
|
1
|
||||||
Changes in restricted cash
|
92
|
7
|
||||||
Net cash provided by investing activities
|
92
|
29,540
|
||||||
Financing activities:
|
||||||||
Increase in restricted cash for notes payable
|
-
|
(8,291
|
)
|
|||||
Net proceeds from issuance of common stock
|
10,132
|
-
|
||||||
Net proceeds from convertible notes payable
|
2,198
|
-
|
||||||
Principal payments under notes payable
|
-
|
(3,452
|
)
|
|||||
Settlement of fractional shares upon reverse split
|
-
|
(1
|
)
|
|||||
Net cash provided by (used in) financing activities
|
12,330
|
(11,744
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(5,526
|
)
|
(3,273
|
)
|
||||
Cash and cash equivalents, beginning of period
|
8,431
|
10,923
|
||||||
Cash and cash equivalents, end of period
|
$
|
2,905
|
$
|
7,650
|
||||
Supplemental cash flow disclosure:
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
564
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||
Principal payments under notes payable from restricted cash
|
$
|
-
|
$
|
432
|
||||
Conversion of notes payable and related accrued interest and fees to common stock
|
$
|
3,387
|
$
|
-
|
||||
Issuance of warrants in connection with acquisition of licenses
|
$
|
272
|
$
|
-
|
||||
Issuance of common stock to officer and directors
|
$
|
1,452
|
$
|
-
|
||||
Issuance of notes payable to vendors
|
$
|
1,212
|
$
|
-
|
· | Pursuant to the SPA and in repayment of its obligations under the Credit Agreement, the Company issued an aggregate of 9,497,515 shares of its common stock to the DIP Lenders. |
· | The Company became obligated to issue 327,608 shares of common stock to the plaintiffs in litigation related to the Company’s 2015 private financing transaction in accordance with the settlement stipulation discussed in Note 12 below. The Company recorded an obligation in stockholders’ equity to issue the related shares and recorded the related expense of approximately $1.5 million as of December 31, 2015. As of September 30, 2016, all of the shares of common stock related to this settlement stipulation had been issued. |
· | The Company reserved 300,000 shares of common stock for issuance to the plaintiffs in class action litigation related to the events surrounding the Company’s former Chairman and Chief Executive Officer. The Company recorded an obligation in stockholders’ equity to issue the related shares and recorded the related expense of approximately $1.3 million as of December 31, 2015. As of September 30, 2016, all of the shares related to this settlement stipulation had been issued. |
· | The Company became obligated to issue 3,750 shares of common stock to a former director in satisfaction of claims against the Company. The Company recorded an obligation in stockholders’ equity to issue the related shares and recorded the related expense of approximately $16,000 as of December 31, 2015. As of September 30, 2016, the shares related to this settlement stipulation had been issued. |
· | The Company reserved for issuance shares of common stock in an amount as yet to be determined in connection with the settlement of certain other claims and interests as set forth in the Plan. As of September 30, 2016, management does not believe the issuance of additional common stock for any such claims is probable. As such, no accrual has been made in the Condensed Consolidated Financial Statements. |
· | The Company issued promissory notes in an aggregate principal amount of approximately $1.2 million to certain vendors in accordance with the Plan. The notes are unsecured, bear interest at 10% per annum and are due and payable in full, including principal and accrued interest on June 30, 2019. As of September 30, 2016, the Company has accrued $30,000 in interest expense related to these promissory notes. |
Nine months ended
|
||||
(in thousands)
|
September 30, 2016
|
|||
Upfront fee
|
$
|
191
|
||
Commitment fee
|
150
|
|||
Beneficial conversion feature
|
484
|
|||
Legal fees
|
802
|
|||
Total credit agreement expense
|
$
|
1,627
|
· | purchasing any stock or assets of the Company; |
· | participating in any proposal for any merger, tender offer or other business combination, or similar extraordinary transaction involving the Company or any of its subsidiaries; |
· | seeking to control or influence the management, the Company’s Board or the policies of the Company; or |
· | submitting any proposal to be considered by the stockholders of the Company. |
Three months ended
|
Nine months ended
|
|||||||
(in thousands)
|
September 30, 2016
|
September 30, 2016
|
||||||
Legal fees
|
$
|
224
|
$
|
4,780
|
||||
Professional fees
|
203
|
1,159
|
||||||
Debtor-in-possession financing costs
|
-
|
1,143
|
||||||
Beneficial conversion on debtor-in-possession financing
|
-
|
484
|
||||||
Fair value of shares issued to officer and directors for service in bankruptcy
|
-
|
700
|
||||||
Gain on lease termination
|
-
|
(227
|
)
|
|||||
Total reorganization items, net
|
$
|
427
|
$
|
8,039
|
As of September 30,
|
||||||||
2016
|
2015
|
|||||||
Options to purchase common stock
|
2,036,117
|
527,120
|
||||||
Restricted stock units
|
3,750
|
3,750
|
||||||
ESPP contributions to purchase common stock
|
—
|
375
|
||||||
Warrants to purchase common stock
|
331,193
|
11,067
|
||||||
2,371,060
|
542,312
|
Gross
|
Gross
|
|||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
||||||||||||||
(in thousands)
|
Cost
|
Gains
|
Losses
|
Fair Value
|
||||||||||||
Money market funds
|
$
|
101
|
$
|
—
|
$
|
—
|
$
|
101
|
||||||||
Total investments
|
$
|
101
|
$
|
—
|
$
|
—
|
$
|
101
|
||||||||
Reported as:
|
||||||||||||||||
Cash and cash equivalents
|
$
|
—
|
||||||||||||||
Restricted cash, long-term
|
101
|
|||||||||||||||
Total investments
|
$
|
101
|
Gross
|
Gross
|
|||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
||||||||||||||
(in thousands)
|
Cost
|
Gains
|
Losses
|
Fair Value
|
||||||||||||
Money market funds
|
$
|
196
|
$
|
—
|
$
|
—
|
$
|
196
|
||||||||
Total investments
|
$
|
196
|
$
|
—
|
$
|
—
|
$
|
196
|
||||||||
Reported as:
|
||||||||||||||||
Cash and cash equivalents
|
$
|
3
|
||||||||||||||
Restricted cash, long-term
|
193
|
|||||||||||||||
Total investments
|
$
|
196
|
Fair Value Measurements as of
|
||||||||||||||||
September 30, 2016
|
||||||||||||||||
(in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Investments:
|
||||||||||||||||
Money market funds
|
$
|
101
|
$
|
—
|
$
|
—
|
$
|
101
|
||||||||
Total assets measured at fair value
|
$
|
101
|
$
|
—
|
$
|
—
|
$
|
101
|
Fair Value Measurements as of
|
||||||||||||||||
December 31, 2015
|
||||||||||||||||
(in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Investments:
|
||||||||||||||||
Money market funds
|
$
|
196
|
$
|
—
|
$
|
—
|
$
|
196
|
||||||||
Total assets measured at fair value
|
$
|
196
|
$
|
—
|
$
|
—
|
$
|
196
|
Fair Value Measurements
of Level 3 Liabilities
|
||||
(in thousands)
|
||||
Balance as of December 31, 2014
|
$
|
89
|
||
Loss on re-measurement of the financing derivative liability
|
3
|
|||
Balance as of March 31, 2015
|
92
|
|||
Loss on re-measurement of the financing derivative liability
|
135
|
|||
Balance as of June 30, 2015
|
227
|
|||
Loss on re-measurement of the financing derivative liability
|
114
|
|||
Balance as of September 30, 2015
|
341
|
|||
Loan payoff
|
(341
|
)
|
||
Balance as of December 31, 2015, March 31, June 30 and September 30, 2016
|
$
|
—
|
Weighted
|
||||||||
Average
|
||||||||
Exercise
|
||||||||
Options
|
Price
|
|||||||
Outstanding at December 31, 2015
|
465,401
|
$
|
19.29
|
|||||
Granted
|
—
|
—
|
||||||
Exercised
|
—
|
—
|
||||||
Cancelled (forfeited)
|
(3,416
|
)
|
5.86
|
|||||
Cancelled (expired)
|
(63,997
|
)
|
33.51
|
|||||
Outstanding at March 31, 2016
|
397,988
|
$
|
17.12
|
|||||
Granted
|
—
|
—
|
||||||
Exercised
|
—
|
—
|
||||||
Cancelled (forfeited)
|
—
|
—
|
||||||
Cancelled (expired)
|
(9,551
|
)
|
12.39
|
|||||
Outstanding at June 30, 2016
|
388,437
|
$
|
17.23
|
|||||
Granted
|
1,678,022
|
3.38
|
||||||
Exercised
|
—
|
—
|
||||||
Cancelled (forfeited)
|
—
|
—
|
||||||
Cancelled (expired)
|
(30,342
|
)
|
16.83
|
|||||
Outstanding at September 30, 2016
|
2,036,117
|
$
|
5.82
|
Three Months Ended
September 30, 2016
|
||||
Exercise price
|
$
|
3.38
|
||
Market value
|
$
|
3.38
|
||
Risk-free rate
|
1.41%
|
|||
Expected term
|
6.0 years
|
|||
Expected volatility
|
84.8%
|
|||
Dividend yield
|
-
|
Three Months
|
Nine Months
|
|||||||||||||||
Ended September 30,
|
Ended September 30,
|
|||||||||||||||
(in thousands)
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
General and administrative
|
$
|
273
|
$
|
137
|
$
|
275
|
$
|
466
|
||||||||
Research and development
|
40
|
134
|
42
|
447
|
||||||||||||
$
|
313
|
$
|
271
|
$
|
317
|
$
|
913
|
(in thousands)
|
Contract
termination costs - R&D |
Salaries and
benefits - R&D |
Salaries and
benefits - G&A |
Total
|
||||||||||||
Balance as of December 31, 2014
|
$
|
1,185
|
$
|
—
|
$
|
—
|
$
|
1,185
|
||||||||
Accrued
|
—
|
522
|
82
|
604
|
||||||||||||
Paid
|
(479
|
)
|
(257
|
)
|
—
|
(736
|
)
|
|||||||||
Balance as of March 31, 2015
|
706
|
265
|
82
|
1,053
|
||||||||||||
Accrued
|
—
|
57
|
122
|
179
|
||||||||||||
Paid
|
(135
|
)
|
(142
|
)
|
—
|
(277
|
)
|
|||||||||
Balance as of June 30, 2015
|
571
|
180
|
204
|
955
|
||||||||||||
Accrued
|
—
|
—
|
—
|
—
|
||||||||||||
Adjustments
|
(78
|
)
|
—
|
—
|
(78
|
)
|
||||||||||
Paid
|
(493
|
)
|
(148
|
)
|
(136
|
)
|
(777
|
)
|
||||||||
Balance as of September 30, 2015
|
—
|
32
|
68
|
100
|
||||||||||||
Accrued
|
—
|
588
|
807
|
1,395
|
||||||||||||
Paid
|
—
|
(620
|
)
|
(864
|
)
|
(1,484
|
)
|
|||||||||
Balance as of December 31,2015
|
—
|
—
|
11
|
11
|
||||||||||||
Accrued
|
—
|
—
|
—
|
—
|
||||||||||||
Paid
|
—
|
—
|
—
|
—
|
||||||||||||
Balance as of March 31, June 30 and September 30, 2016
|
$
|
—
|
$
|
—
|
$
|
11
|
$
|
11
|
· | $3,000,000 (the “Initial Payment”) payable as soon as practicable but in no event later than the Company emerging from its Chapter 11 bankruptcy pursuant to a plan of reorganization (the “Bankruptcy Exit”); |
· | a five-year warrant from the date of the Bankruptcy Exit to purchase up to 200,000 shares of common stock at a per share price of $2.25, exercisable for 25% of the shares immediately and exercisable for the remaining shares upon reaching certain milestones related to regulatory approval of the Compound ; and |
· | certain additional payments to be further specified in the definitive agreements. |
· | our lack of profitability and the immediate need to raise additional capital to operate our business; and |
· | the uncertainties inherent in the development and launch of any new pharmaceutical product; |
· | our ability to successfully and timely complete clinical trials for our drug candidates in clinical development; |
· | our ability to obtain the necessary U.S. and international regulatory approvals for our drug candidates and to qualify for or benefit from various regulatory incentives; |
· | the scope and validity of intellectual property and other competitive protection for our drug candidates; |
· | our ability to identify, in-license and acquire additional product candidates or to form partnerships for the sale, licensing, collaborative development or marketing of our existing product candidates; |
· | our ability to maintain or engage third-party manufacturers to manufacture, supply, store and distribute supplies of our drug candidates for our clinical trials; and |
· | the success of any product. |
· | expenses incurred under agreements with contract research organizations, investigative sites, and consultants that conduct our clinical trials and a substantial portion of our preclinical activities; |
· | the cost of acquiring and manufacturing clinical trial and other materials; and |
· | other costs associated with development activities, including additional studies. |
For the
|
For the
|
|||||||||||||||
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
(in thousands)
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
External Costs
|
||||||||||||||||
KB001
|
$
|
5
|
$
|
47
|
$
|
10
|
$
|
1,262
|
||||||||
Lenzilumab
|
99
|
68
|
215
|
318
|
||||||||||||
Ifabotuzumab
|
30
|
2,131
|
176
|
5,611
|
||||||||||||
Benznidazole
|
829
|
-
|
5,024
|
-
|
||||||||||||
Internal costs
|
778
|
1,599
|
2,380
|
5,891
|
||||||||||||
Total research and development
|
$
|
1,741
|
$
|
3,845
|
$
|
7,805
|
$
|
13,082
|
Three Months Ended September 30,
|
Increase/ (Decrease)
|
|||||||||||||||
(in thousands)
|
2016
|
2015
|
in thousands
|
%
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development
|
$
|
1,741
|
$
|
3,845
|
$
|
(2,104
|
)
|
(55
|
)
|
|||||||
General and administrative
|
2,453
|
2,359
|
94
|
4
|
||||||||||||
Loss from operations
|
(4,194
|
)
|
(6,204
|
)
|
(2,010
|
)
|
(32
|
)
|
||||||||
Interest expense
|
(30
|
)
|
(223
|
)
|
(193
|
)
|
(87
|
)
|
||||||||
Interest income
|
-
|
3
|
(3
|
)
|
(100
|
)
|
||||||||||
Other income (expense), net
|
128
|
(176
|
)
|
(304
|
)
|
(173
|
)
|
|||||||||
Reorganization items, net
|
(427
|
)
|
-
|
427
|
100
|
|||||||||||
Net loss
|
$
|
(4,523
|
)
|
$
|
(6,600
|
)
|
$
|
(2,077
|
)
|
(31
|
)
|
Nine Months Ended September 30,
|
Increase/ (Decrease)
|
|||||||||||||||
(in thousands)
|
2016
|
2015
|
in thousands
|
%
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development
|
$
|
7,805
|
$
|
13,082
|
$
|
(5,277
|
)
|
(40
|
)
|
|||||||
General and administrative
|
6,169
|
8,095
|
(1,926
|
)
|
(24
|
)
|
||||||||||
Loss from operations
|
(13,974
|
)
|
(21,177
|
)
|
(7,203
|
)
|
(34
|
)
|
||||||||
Interest expense
|
(76
|
)
|
(755
|
)
|
(679
|
)
|
(90
|
)
|
||||||||
Interest income
|
-
|
29
|
(29
|
)
|
(100
|
)
|
||||||||||
Other income (expense), net
|
128
|
(359
|
)
|
(487
|
)
|
(136
|
)
|
|||||||||
Reorganization items, net
|
(8,039
|
)
|
-
|
8,039
|
100
|
|||||||||||
Net loss
|
$
|
(21,961
|
)
|
$
|
(22,262
|
)
|
$
|
(301
|
)
|
(1
|
)
|
Nine Months Ended
|
||||||||
September 30,
|
||||||||
(in thousands)
|
2016
|
2015
|
||||||
Net cash used in operating activities
|
$
|
(17,948
|
)
|
$
|
(21,069
|
)
|
||
Net cash provided by investing activities
|
92
|
29,540
|
||||||
Net cash provided by (used in) financing activities
|
12,330
|
(11,774
|
)
|
|||||
Net decrease in cash and cash equivalents
|
$
|
(5,526
|
)
|
$
|
(3,273
|
)
|
· | the type, number, timing, progress, costs, and results of the product candidate development programs that we are pursuing or may choose to pursue in the future; |
· | the scope, progress, expansion, costs, and results of our pre-clinical and clinical trials; |
· | the timing of and costs involved in obtaining regulatory approvals; |
· | our ability to establish and maintain development partnering arrangements and any associated funding; |
· | the emergence of competing products or technologies and other adverse market developments; |
· | the costs of maintaining, expanding, and protecting our intellectual property portfolio, including potential litigation costs and liabilities; |
· | the resources we devote to marketing, and, if approved, commercializing our product candidates; |
· | the scope, progress, expansion and costs of manufacturing our product candidates; and |
· | the costs associated with being a public company. |
· | On various dates between July 1, 2016 and August 30, 2016, the Company issued 166,675 shares of common stock to the plaintiffs in litigation related to the Company’s 2015 private financing transaction in accordance with a settlement stipulation. The Company was obligated to issue a total of 327,608 shares of common stock to such plaintiffs, and 160,933 shares were previously issued on June 30, 2016 in partial satisfaction of such obligation. |
· | On July 5, 2016, the Company issued 300,000 shares of common stock to the plaintiffs in class action litigation related to the events surrounding the Company’s former Chairman and Chief Executive Officer. |
· | On July 13, 2016, the Company issued 3,750 shares of common stock to a former director in satisfaction of claims against the Company. |
KALOBIOS PHARMACEUTICALS, INC.
|
|||
Date: November 10, 2016
|
By:
|
/s/ Cameron Durrant
|
|
Cameron Durrant
|
|||
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
|||
Date: November 10, 2016
|
By:
|
/s/ David L. Tousley
|
|
David L. Tousley
|
|||
Interim Chief Financial Officer
|
|||
(Principal Financial and Accounting Officer)
|
Exhibit No.
|
Description
|
|
2.1
|
Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Chapter 11 Plan of Reorganization of the Registrant (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-035798) filed on June 22, 2016).
|
|
3.1
|
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-035798) filed on July 6, 2016).
|
|
10.1
|
Amendment to the 2012 Equity Incentive Plan, dated as of September 13, 2016 (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-8 filed on October 14, 2016).
|
|
10.2
|
Employment Agreement, dated as of September 13, 2016, by and between the Company and Cameron Durrant, MD.
|
|
31.1
|
Certification of Chief Executive Officer of the Registrant, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Interim Chief Financial Officer of the Registrant, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
**
|
Certification by the Chief Executive Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 36 of Title 18 of the United States Code (18 U.S.C. §1350).
|
|
32.2
**
|
Certification by the Interim Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 36 of Title 18 of the United States Code (18 U.S.C. §1350).
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
** | The Certifications attached as Exhibits 32.1 and 32.2 that accompanies this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of KaloBios Pharmaceuticals, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing. |
KalaBios Pharmaceuticals, Inc.
|
||
By:
|
/s/ Timothy Morris | |
Timothy Morris, Chair of Compensation Committee
|
||
Date:
|
||
Executive
|
||
By:
|
/s/ Cameron Durrant
|
|
Dr. Cameron Durrant
|
||
Date: September 13, 2016
|
(a) | That you were provided [ twenty-one (21) / forty-five (45) ] full days during which to consider whether to sign this Release. If you have signed this Agreement prior to the expiration of the [ 21-day / 45-day ] period, you have voluntarily elected to forego the remainder of that period. |
(b) | That you have carefully read and fully understand all of the terms of this Release [ , including its Attachment A ] . |
(c) | That you understand that by signing this Release, you are waiving your rights under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, 29 U.S.C. § 621, et seq., and that you are not waiving any rights arising after the date that this Release is signed. |
(d) | That you have been given an opportunity to consult with anyone you choose, including an attorney, about this Release. |
(e) | That you understand fully the terms and effect of this Release and know of no claim that has not been released by this Release. And, you further acknowledge that you are not aware of, or that you have fully disclosed to the Corporation, any matters for which you are responsible or which has come to your attention as an employee of the Corporation that might give rise to, evidence, or support any claim of illegal conduct, regulatory violation, unlawful discrimination, or other cause of action against the Corporation. |
(f) | That these terms are final and binding on you. |
(g) | That you have signed this Release voluntarily, and not in reliance on any representations or statements made to you by any employee or officer of the Corporation or any of its subsidiaries. |
(h) | That you have seven (7) days following your execution of this Release to revoke it in writing, and that this Release is not effective or enforceable until after this seven (7) day period has expired without revocation. If you wish to revoke this Release after signing it, you must provide written notice of your decision to revoke this Release to the Corporation, to the attention of the Chair of the Compensation Committee pursuant to customary communications between you and such Chair, by no later than 11:59 p.m. on the seventh calendar day after the date on which you have signed this Release. |
Dr. Cameron Durrant
|
Date
|
/s/ Cameron Durrant
|
||
Cameron Durrant,
Chief Executive Officer
(Principal Executive Officer)
|
/s/ David L. Tousley
|
||
David L. Tousley
Interim Chief Financial Officer
(Principal Financial and Accounting Officer) |
By:
|
/s/ Cameron Durrant
|
||
Name:
|
Cameron Durrant
|
||
Title:
|
Chief Executive Officer
|
||
(Principal Executive Officer)
|
|||
Date:
|
November 10, 2016
|
By:
|
/s/ David L. Tousley
|
||
Name:
|
David L. Tousley
|
||
Title:
|
Interim Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|
|||
Date:
|
November 10, 2016
|