KaloBios Announces Shareholders and Board of Directors Approval of Reverse Stock Split

Jul 13, 2015, 08:01 ET from KaloBios Pharmaceuticals, Inc.

SOUTH SAN FRANCISCO, Calif., July 13, 2015 /PRNewswire/ -- KaloBios Pharmaceuticals, Inc. (Nasdaq: KBIO), a monoclonal antibody company focused on developing innovative therapies to benefit patients with diseases of unmet medical need, with a focus on oncology, announced today that it will effect a reverse stock split at a ratio of one share of newly issued common stock for each eight shares of issued and outstanding common stock.  KaloBios anticipates that the reverse stock split will be effective at 5:00 p.m. Eastern Daylight Time on July 13, 2015, and that its common stock will commence trading on a split-adjusted basis as of the opening of trading on July 14, 2015.   

KaloBios stockholders approved a proposal on July 7, 2015 at the company's annual meeting of stockholders giving the Board of Directors authority to execute an amendment to KaloBios' certificate of incorporation to effect the reverse stock split at exchange ratios ranging from 1 for 4 up to 1 for 10, with the specific exchange ratio and the timing of executing the reverse stock split at the discretion of KaloBios' board of directors. 

Upon effectiveness of the reverse stock split, each eight shares of issued and outstanding common stock will be automatically converted into one newly issued and outstanding share of common stock.  This will proportionally reduce the total number of shares outstanding from approximately 33.0 million shares to approximately 4.1 million shares.  Proportional adjustments will also be made to all shares of common stock issuable under KaloBios' equity incentive plans. The reverse stock split will not affect any shareholder's ownership percentage of KaloBios' common shares; however, the common shares will trade under a new CUSIP number, 48344T 20 9, effective July 14, 2015.   

No fractional shares will be issued in connection with the reverse stock split.  Any fractional share of common stock that would otherwise have resulted from the reverse stock split will be converted into the right to receive cash payments equal to such fraction multiplied by the closing sales price of the common stock as reported on the Nasdaq Global Market on July 13, the last trading day immediately preceding the effective date of the reverse stock split. KaloBios' trading symbol of "KBIO" will not change as a result of the reverse stock split. 

KaloBios has chosen its transfer agent, Computershare, Inc., to act as exchange agent for the reverse stock split.  Stockholders holding their shares in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split, and will see the impact of the reverse stock split automatically reflected in their accounts following the effective date.  For those stockholders holding physical stock certificates, Computershare will send instructions for exchanging those certificates for shares held in book-entry form or for new certificates, in either case representing the post-split number of shares. 

About KaloBios

KaloBios Pharmaceuticals, Inc. is seeking to improve the lives of patients by developing innovative therapies to treat diseases of high unmet medical need, with a focus on oncology.

Currently, KaloBios is focused on advancing the following oncology programs in clinical development:

  • KB004 is a defucosylated mAb targeting EphA3 with the potential to treat hematologic malignancies and solid tumors.  KB004 is designed to kill tumor cells through multiple mechanisms, including invoking an enhanced immune response, killing via direct apoptosis or by disrupting the tumor stem cell environment and the vasculature that feeds it. KaloBios is conducting an ongoing Phase 1/2 study evaluating KB004 in hematologic malignancies. The Phase 1 dose escalation portion of the study in subjects with hematologic malignancies is fully enrolled, and KaloBios is currently enrolling in the Phase 2 expansion portion of the study. The Phase 2 study, which is screening patients for EphA3 expression, is currently focused on patients with myelofibrosis (MF) or myelodysplastic syndrome (MDS). KaloBios is evaluating other potential oncology indications for KB004, including additional hematologic malignancies as well as solid tumors.
  • KB003 is an anti-GM-CSF mAb that KaloBios intends to evaluate in oncology indications where GM-CSF may play a key role such as chronic myelomonocytic leukemia (CMML). KaloBios is working with investigators to commence clinical evaluation of KB003 in this patient population in the second half of 2015.

All of the company's antibodies were generated using its proprietary Humaneered® technology, a method that converts non-human antibodies (typically mouse) into recombinant antibodies that have a high binding affinity to their target and are designed for chronic therapeutic use.

For more information on KaloBios Pharmaceuticals, please visit our web site at http://www.kalobios.com.

Forward-Looking Statements This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and statements regarding the company's clinical development of KB004 and KB003. Forward-looking statements reflect management's current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct and you should be aware that actual results could differ materially from those contained in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties including, but not limited to, the company's limited cash reserves and its ability to obtain additional capital on acceptable terms, or at all, including the additional capital which will be necessary to complete the clinical trials that the company has initiated or plans to initiate; the potential timing and outcomes of clinical studies of KB004 and KB003 undertaken now or in the future; the ability of the company to timely source adequate supply of its development products from third party manufacturers on whom the company depends; the potential, if any, for future development of KB003 and KB001-A; the company's ability to successfully progress, partner or complete further development of its programs; the uncertainties inherent in clinical testing; the timing, cost and uncertainty of obtaining regulatory approvals; the company's ability to protect the company's intellectual property; competition; changes in the regulatory landscape or the imposition of regulations that affect the company's products; and other factors listed under "Risk Factors" in the company's most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2015, the Annual Report on Form 10-K filed on March 16, 2015, and the company's other filings with the Securities and Exchange Commission.

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this release. The company has no obligation, and expressly disclaims any obligation to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise.

For more information, visit http://www.kalobios.com.


Herb Cross Chief Financial Officer KaloBios Pharmaceuticals, Inc. (650) 243-3114 ir@kalobios.com

Media Contact:

Joan E. Kureczka Kureczka/Martin Associates Tel: (415) 821-2413 Mobile:  (415) 690-0210 Joan@Kureczka-Martin.com

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SOURCE KaloBios Pharmaceuticals, Inc.