KaloBios Pharmaceuticals, Inc. (OTCMKTS:KBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement
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entered into a Securities Purchase Agreement (the SPA) with Black
Horse Capital LP, Black Horse Capital Master Fund Ltd., Cheval
Holdings, Ltd., and Nomis Bay LTD (collectively, the Initial
Purchasers). to the SPA, the Company issued an aggregate of
7,624,643 shares of its common stock to the Initial Purchasers.
The Company understands that to subsequent assignments, certain
of these shares and rights of the Initial Purchasers under the
SPA related thereto were assigned to Acqua Wellington
Opportunity, LP and HM Ventures II LLC (together with the Initial
Purchasers, the Purchasers). Under the original terms of the SPA,
the Company was required to:
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use commercially reasonable efforts to cause a
registration statement registering the resale by the Purchasers of the shares issuable under the SPA to be declared effective by the SEC no later than December 27, 2016; |
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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. |
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.
a second amendment to the SPA, which now requires 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.
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. KaloBios Pharmaceuticals, Inc. (OTCMKTS:KBIO) Recent Trading Information
KaloBios Pharmaceuticals, Inc. (OTCMKTS:KBIO) closed its last trading session down -0.05 at 3.95 with shares trading hands.