Attached files
file | filename |
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EX-5.1 - OPINION OF GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP - HUMANIGEN, INC | d478669dex51.htm |
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - HUMANIGEN, INC | d478669dex231.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) 2433100
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
David Pritchard
Chief Executive Officer
KaloBios Pharmaceuticals, Inc.
260 East Grand Avenue
South San Francisco, CA 94080
(650) 2433100
(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 |
Proposed Maximum Offering Price |
Proposed Maximum 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 |
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 Registrants Registration Statement on Form S-1 (File No. 333-184299) filed on January 15, 2013 |
(2) | Previously filed as Exhibit 24.1 to the Registrants Registration Statement on Form S-1 (File No. 333-184299) filed on October 5, 2012 |
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