Humanigen Inc (HGENQ)

[TRUISM]

12/28/15-09:06 AM-Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 27, 2015, Tom Fernandez and Marek Biestek resigned as members of the board of directors (the “Board”) of KaloBios Pharmaceuticals, Inc. (the “Company”). There were no disagreements with the Company that led to the resignations.

Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On December 27, 2015, the Board approved an amendment to the Company’s Amended and Restated Bylaws to provide a procedure for the Board to fix a record date for the determination of stockholders entitled to participate in certain corporate actions, including, among others, to express consent to corporate action in writing without a meeting.

The foregoing description of the amendment to the Amended and Restated Bylaws does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the amendment, a copy of which is included as Exhibit 3.2 to this Form 8-K and is incorporated herein by reference thereto.

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