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

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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.

Posted-In: M&A News Stock Split Press Releases

 

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