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EX-5.1 - OPINION OF GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP - KALOBIOS PHARMACEUTICALS INCd478669dex51.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - KALOBIOS PHARMACEUTICALS INCd478669dex231.htm

As filed with the Securities and Exchange Commission on January 31, 2013

Registration No. 333-        

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

KALOBIOS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2834   77-0557236
(State or other jurisdiction of
incorporation or organization)
  (Primary standard industrial
classification code number)
 

(I.R.S. employer

identification no.)

260 East Grand Avenue

South San Francisco, CA 94080

(650) 243–3100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

David Pritchard

Chief Executive Officer

KaloBios Pharmaceuticals, Inc.

260 East Grand Avenue

South San Francisco, CA 94080

(650) 243–3100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Bennett L. Yee, Esq.

David T. Young, Esq.

Gunderson Dettmer Stough Villeneuve

Franklin & Hachigian, LLP

1200 Seaport Boulevard

Redwood City, CA 94063

(650) 321-2400

 

Alan C. Mendelson, Esq.

Patrick A. Pohlen, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

(650) 328-4600

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x  333-184299

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

 

 

CALCULATION OF REGISTRATION FEE

 

 

               

Title of Each Class of

Securities to be Registered

 

Amount to be
Registered
(1)

 

Proposed

Maximum

Offering Price
Per Share
(2)

 

Proposed

Maximum
Aggregate

Offering Price (1)(2)

  Amount of
Registration Fee
(3)

Common Stock, $0.001 par value per share

  575,000   $8.00   $4,600,000   $628

 

 

(1) In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1, as amended (File No. 333-184299), is hereby being registered. Represents only the additional number of shares being registered. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (File No. 333-184299). Includes shares that the underwriters have the option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purposes of computing the amount of the registration fee in accordance with Rule 457(a) promulgated under the Securities Act of 1933, as amended.
(3) An aggregate registration fee of $12,326 was previously paid in connection with the filing of the related Registration Statement on Form S-1, as amended (File No. 333-184299). A total of $11,647 of such fee was used to pay the filing fee of such Registration Statement. The amount of the registration fee due hereunder is offset entirely by the remaining $679 previously paid.

 

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, of KaloBios Pharmaceuticals, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-184299), which was declared effective by the Securities and Exchange Commission on January 31, 2013, are incorporated in this registration statement by reference.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on this 31st day of January, 2013.

 

KALOBIOS PHARMACEUTICALS, INC.
By:  

/s/ David W. Pritchard

  David W. Pritchard
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below:

 

Signature

  

Title

 

Date

/s/ David W. Pritchard

   President, Chief Executive Officer and Director (Principal Executive Officer)   January 31, 2013
David W. Pritchard     

/s/ Jeffrey H. Cooper

   Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)   January 31, 2013
Jeffrey H. Cooper     

*

   Director, Chairman of the Board   January 31, 2013
James I. Healy, M.D., Ph.D.     

*

   Director   January 31, 2013
Denise Gilbert, Ph.D.     

*

   Director   January 31, 2013
Dennis Henner, Ph.D.     

*

   Director   January 31, 2013
Ted W. Love, M.D.     

*

   Director   January 31, 2013
Gary Lyons     

*

   Director   January 31, 2013
Brigitte Smith     

*

   Director   January 31, 2013
Raymond M. Withy, Ph.D.     

 

*By:  

/s/ David W. Pritchard

  David W. Pritchard
  Attorney-in-Fact

 

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EXHIBIT INDEX

 

Exhibit
No.

 

Description

  1.1(1)   Form of Underwriting Agreement
  5.1   Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP regarding legality
23.1   Consent of independent registered public accounting firm
23.2   Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (included in Exhibit 5.1)
24.1(2)   Powers of Attorney

 

(1) Previously filed as Exhibit 1.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-184299) filed on January 15, 2013
(2) Previously filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-184299) filed on October 5, 2012

 

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