8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2013

KaloBios Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35798	77-0557236
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

260 East Grand Avenue

South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650) 243-3100

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 5, 2013, KaloBios Pharmaceuticals, Inc. (the “Company”) announced that the Chief Financial Officer of the Company, Jeffrey H. Cooper, indicated his intention to retire effective December 31, 2013 to spend more time with family and pursue other personal interests.

On September 19, 2013, the Company announced that Herb C. Cross, age 42, will join the Company on September 23, 2013 and transition into the Chief Financial Officer role from and in coordination with Jeffrey H. Cooper in the October to November 2013 time frame. Mr. Cross joins the Company from Affymax, Inc. (“Affymax”), a public biopharmaceutical company, which he joined in November 2010 as Vice President, Finance and Chief Accounting Officer. Mr. Cross has served as Chief Financial Officer of Affymax from February 2011 until June 2013. Prior to joining Affymax, Mr. Cross was vice president, finance for Facet Biotech Corporation (“Facet Biotech”), a public biotechnology company, from December 2008 to October 2010. Prior to Facet Biotech, Mr. Cross was corporate controller at PDL BioPharma, Inc. (“PDL BioPharma”), a public biopharmaceutical company, from October 2006 to December 2008. Prior to PDL BioPharma, Mr. Cross served in various positions, including vice president, finance, at Neoforma, Inc., a public e-commerce software company, and as manager, Assurance and Business Advisory Services at Arthur Andersen LLP. Mr. Cross earned a B.S. from the Haas School of Business at the University of California, Berkeley.

Pursuant to the terms of an offer letter entered into between Mr. Cross and the Company (the “Offer Letter”), Mr. Cross will receive an annual base salary of $340,000. Mr. Cross is also eligible to receive an annual incentive cash bonus up to 40% of his actual annual base salary, with the payment amount dependent on the extent to which corporate goals and individual performance objectives set by the Company are achieved. Additionally, under the terms of the Offer Letter, the Company has agreed, subject to the approval by the Company’s Board of Directors, to grant Mr. Cross an option to purchase 150,000 shares of the Company’s common stock (the “Option Award”) with an exercise price equal to a price to be determined by the Board of Directors (the “Board”) or the Compensation Committee of the Board on the date of the option grant. The Option Award will be granted under the Company’s 2012 Equity Incentive Plan. Twenty-five percent (25%) of the shares subject to the Option Award will vest upon the completion of twelve continuous months of service, and the remaining seventy-five percent (75%) of shares subject to the Option Award will vest in equal monthly installments over the following thirty-six months of continuous service.

The foregoing description of the material terms of the Offer Letter is qualified in its entirety by the terms of the Offer Letter, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013.

A copy of the press release announcing Mr. Cross’s appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release issued by KaloBios Pharmaceuticals, Inc. on September 19, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KaloBios Pharmaceuticals, Inc.
By:	/s/ Jeffrey H. Cooper
	Jeffrey H. Cooper
	Chief Financial Officer

Dated: September 19, 2013

EX-99.1

Exhibit 99.1

260 East Grand Avenue

South San Francisco, CA 94080

Herb C. Cross to Join KaloBios as Chief Financial Officer

SOUTH SAN FRANCISCO, CA (September 19, 2013): KaloBios Pharmaceuticals, Inc. (Nasdaq: KBIO) today announced that Herb C. Cross will join the company as of September 23, 2013, and transition into the Chief Financial Officer role in coordination with Jeffrey H. Cooper, the company’s current CFO. The company expects this transition will be completed in the October-November time frame. Mr. Cross was previously Chief Financial Officer of Affymax (Nasdaq: AFFY), a publicly traded biopharmaceutical company. KaloBios previously announced Mr. Cooper’s decision to retire in order to dedicate more time to family and personal interests.

“Herb is a well respected finance professional with over sixteen years of experience, including seven years in senior roles in the biotech industry,” said David Pritchard, President and Chief Executive Officer of KaloBios. “His prior work in monoclonal antibody companies and his broad leadership roles in public companies will be invaluable to KaloBios as we focus on our next stage of growth and development. We look forward to Herb joining our executive team and transitioning into his new role over the next several weeks.”

“I would also like to express my appreciation to Jeff Cooper for his outstanding work and dedication to KaloBios as he moves toward his retirement later this year,” Mr. Pritchard concluded.

“KaloBios has an interesting and diverse pipeline of monoclonal antibody therapeutic candidates in clinical development, in important areas of unmet medical need. I look forward to working with the KaloBios team to help build shareholder value and realize the potential of KaloBios’ business,” said Mr. Cross.

Mr. Cross served as Chief Financial Officer at Affymax for over two years, where he was a member of the executive team and was responsible for all financial functions, including accounting, financial planning and analysis, treasury and risk management, corporate governance, stock administration and tax functions. Before becoming CFO, he served as the company’s Vice President, Finance. Mr. Cross previously served as Vice President, Finance for Facet Biotech Corporation, a publicly held, development-stage biotechnology company. Before joining Facet, he was corporate controller at PDL BioPharma, a publicly held bio-pharmaceutical company specializing in monoclonal antibody technology, with more than $400 million in annual revenues. Before that, he held positions of increasing responsibility, including Vice

President, Finance, at Neoforma, Inc., a public e-commerce software company. Mr. Cross began his career at Arthur Andersen, LLP, and earned a B.S. from the Haas School of Business at the University of California, Berkeley.

About KaloBios

KaloBios Pharmaceuticals, Inc. is developing a portfolio of proprietary, patient-targeted, first-in-class monoclonal antibodies designed to treat severe life-threatening or debilitating diseases for which there is an unmet medical need, with a clinical focus on severe respiratory diseases and cancer. Currently, KaloBios has three drug development programs:

• KB003, an anti-GM-CSF mAb with potential to treat inflammatory diseases, is being developed for the treatment of severe asthma. Enrollment of 160 patients has been completed in a planned 150 patient Phase 2 study in the United States, Europe and Australia.

• KB001-A, an anti-PcrV mAb fragment, is partnered exclusively with Sanofi and is being developed for the prevention and treatment of Pa infection. KaloBios has retained rights for the CF indication and has initiated a 180 patient Phase 2 study in CF subjects with chronic Pa lung infection in the United States. KaloBios received Orphan Drug designation from the European Commission for KB001-A for the treatment of Pa lung infection in CF. Sanofi is pursuing a ventilator-associated pneumonia prevention indication in the intensive care setting, an indication which has received U.S. FDA Fast Track Designation.

• KB004, an anti-EphA3 mAb, has potential in treating hematologic malignancies and solid tumors. KaloBios is currently testing this drug in a Phase 1 study in subjects with hematologic malignancies.

All of the company’s antibodies were generated using its proprietary Humaneered^® technology, a method that converts nonhuman antibodies (typically mouse) into recombinant antibodies that have a high binding affinity to their target and are designed for chronic therapeutic use. The company believes that antibodies produced using its Humaneered^® technology offer important clinical and economic advantages over antibodies generated by other methods in terms of high binding affinity, high manufacturing yields, and minimal to no immunogenicity (inappropriate immune response) upon repeat administration in humans.

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, including statements regarding the company’s clinical development of KB001-A, KB003 and KB004. 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 company’s dependence on Sanofi Pasteur for the development and commercialization of KB001-A; the company’s ability to successfully 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 Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2013 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.

# # #

Contact:   Jeffrey H. Cooper Chief Financial Officer KaloBios Pharmaceuticals, Inc. (650) 243-3146 ir@kalobios.com Media Contact:   Joan E. Kureczka Kureczka/Martin Associates Tel: (415) 821-2413 Mobile: (415) 690-0210 Joan@Kureczka-Martin.com