KaloBios Pharmaceuticals, Inc. (OTCMKTS:KBIO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
KaloBios Pharmaceuticals, Inc. (OTCMKTS:KBIO) Files An 8-K Entry into a Material Definitive Agreement
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keep the registration statement effective until all of the shares issued to the SPA are eligible for resale by the Purchasers without volume restrictions under an exemption from registration under the Securities Act; and |
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issue additional shares of common stock to the Purchasers in an amount equivalent to 10.0% of the shares originally purchased under the SPA that are then held by the Purchasers, if the registration statement had not been declared effective by December 27, 2016 and any of the shares issued to the SPA are not eligible to be sold under Rule 144, during each subsequent thirty day period (or portion thereof) until the registration statement is declared effective. |
On October 28, 2016, the Company and the Purchasers entered into an amendment to the SPA, which required the Company to file a resale registration statement by January 10, 2017 and cause it to become effective no later than March 31, 2017. The requirement to issue additional shares to the Purchasers if effectiveness of the resale registration statement is delayed beyond March 31, 2017 would not be implicated until April 1, 2017.
On December 19, 2016, the Company and the Purchasers entered into a second amendment to the SPA, whichrequired the Company to file a resale registration statement by March 17, 2017 and cause it to become effective no later than June 19, 2017. The requirement to issue additional shares to the Purchasers if effectiveness of the resale registration statement is delayed beyond June 19, 2017 would not be implicated until June 20, 2017.
The Company timely filed a registration statement on Form S-1 on March 17, 2017 and has used commercially reasonable efforts to obtain effectiveness within the required timeframe.
On June 29, 2017, the Company and the Purchasers entered into a third amendment to the SPA, which now requires the Company to cause the resale registration statement to become effective no later than July 30, 2017. The requirement to issue additional shares to the Purchasers if effectiveness of the resale registration statement is delayed beyond July 30, 2017 will not be implicated until July 31, 2017.
About KaloBios Pharmaceuticals, Inc. (OTCMKTS:KBIO)
KaloBios Pharmaceuticals, Inc. is a biopharmaceutical company. The Company focuses on developing medicines for patients with neglected and rare diseases, with an ancillary focus on pediatric conditions. The Company’s product candidate is benznidazole for the treatment of Chagas disease, a parasitic illness that can lead to long-term heart, intestinal and neurological problems. It is engaged in developing monoclonal antibodies, lenzilumab, for the treatment of chronic myelomonocytic leukemia and juvenile myelomonocytic leukemia both of which are rare hematologic cancers. It is exploring development of another of its monoclonal antibodies, ifabotuzumab, for the treatment of rare solid and hematologic cancers. Its KB001-A, is a Humaneered, PEGylated, anti-PcrV modified antibody fragment (Fab) antibody developed for the prevention and treatment of Pseudomonas aeruginosa (Pa), infections in mechanically ventilated patients and cystic fibrosis (CF), patients with chronic Pa lung infections.