SECURITIES AND EXCHANGE COMMISSION
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 11, 2013
KaloBios Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
260 East Grand Avenue
South San Francisco, CA 94080
(Address of principal executive offices, including zip code)
(Registrants 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):
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 15, 2013, KaloBios Pharmaceuticals, Inc. (the Company) filed a Certificate of Amendment to the Companys Amended and Restated Certificate of Incorporation (the Certificate of Amendment) with the Secretary of State of the State of Delaware to effect a 1-for-3.56147 reverse stock split of the Companys issued and outstanding capital stock (the Reverse Stock Split), effective immediately upon such filing. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The Companys board of directors (the Board) previously approved the Certificate of Amendment to effect a reverse stock split of the Companys issued and outstanding capital stock such that every 3 to 4 shares (the Reverse Split Range) of the Companys capital stock would be combined and reclassified into one share of the Companys capital stock of the same class and series, with the exact ratio within the Reverse Split Range to be determined by the Board. The Certificate of Amendment was approved by the Companys stockholders at the Companys Special Meeting of Stockholders held on November 12, 2012. On December 14, 2012, the Board approved the Reverse Stock Split after determining the reverse stock split ratio to be 1-for-3.56147.
As a result of the Reverse Stock Split, every 3.56147 shares of the Companys issued and outstanding capital stock were automatically combined and reclassified into one share of the Companys capital stock of the same class and series. The Reverse Stock Split affected all issued and outstanding shares of capital stock, as well as common stock underlying stock options and warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise hold a fractional share of capital stock will receive a cash payment for any fractional share resulting from the Reverse Stock Split in an amount equal to the fair market value of such fractional shares, based on the fair market value of the applicable capital stock of the Company, as determined in good faith by the Board immediately prior to the Reverse Stock Split.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 11, 2013, the holders of not less than sixty percent (60%) of the then outstanding shares of Preferred Stock of the Company (the Preferred Stock) and not less than sixty percent (60%) of the then outstanding shares of Series E Preferred Stock of the Company, acting by written consent without a meeting, adopted resolutions approving:
Item 9.01 Financial Statements and Exhibits.
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.
Dated: January 15, 2013