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 31, 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 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 Companys 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.
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 31, 2013