Our common stock is listed on the NASDAQ Global Select Market under the symbol “CALA.” On
March 21, 2017, the last reported sale price of our common stock on the NASDAQ Global Select Market was $10.55 per share.
We are an “emerging growth company” under the federal securities laws and are subject to
reduced public company reporting requirements.
We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase
up to 1,024,500 additional shares of our common stock from us at the public offering price, less underwriting discounts and commissions.
The underwriters expect to deliver the shares to purchasers on or about March 27, 2017.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock
and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement. The second part is the accompanying prospectus dated November 24, 2015, which
includes the documents incorporated by reference therein and provides more general information. To the extent the information contained in this prospectus supplement differs or varies from the information contained in the accompanying prospectus or
the documents incorporated by reference herein or therein, you should rely on the information in this prospectus supplement. Generally, when we refer to the prospectus, we are referring to this prospectus supplement and the accompanying prospectus
combined. You should read both this prospectus supplement and the accompanying prospectus, together with additional information described in the section titled “Where You Can Find More Information.”
“Calithera,” the Calithera logo and other trademarks or service marks of Calithera Biosciences, Inc. appearing in this prospectus
supplement are the property of Calithera Biosciences, Inc. Other trademarks, service marks or trade names appearing in this prospectus supplement are the property of their respective owners. We do not intend our use or display of other
companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated by
reference into this prospectus supplement. This summary provides an overview of selected information and does not contain all of the information you should consider before deciding whether to invest in our common stock. Therefore, you should read
the entire prospectus supplement and the accompanying prospectus carefully (including the documents incorporated by reference herein and therein), especially the “Risk Factors” section beginning on page
S-7
and in the documents incorporated by reference and our financial statements and the related notes incorporated by reference in this prospectus supplement and the accompanying prospectus, before deciding to
invest in our common stock. Unless the context otherwise requires, we use the terms “Calithera,” “Company,” “we,” “us” and “our” in this prospectus supplement and the accompanying prospectus to refer
to Calithera Biosciences, Inc.
Overview
We are a clinical-stage pharmaceutical company focused on discovering and developing novel small molecule oncology drugs directed against tumor
and immune cell targets that control key metabolic pathways in the tumor microenvironment. Tumor metabolism and immuno-oncology have emerged as promising new fields for cancer drug discovery, and recent clinical successes with therapeutic agents in
each field have demonstrated the potential to create fundamentally new therapies for cancer patients. We are developing agents that take advantage of the unique metabolic requirements of tumor cells and cancer-fighting immune cells such as cytotoxic
T-cells.
Our lead product candidate,
CB-839,
is an internally discovered,
first-in-class
oral inhibitor of glutaminase, a critical enzyme in tumor cells. We are currently evaluating CB-839 in multiple Phase 1b/2 clinical trials in solid tumors.
CB-839
administered as a single agent has resulted in
clinical responses in renal cell cancer and acute myeloid leukemia and clinical benefit in several other tumor types. We are currently enrolling patients in a series of combination Phase 1b cohorts in specific solid tumor types, and are planning to
begin Phase 2 trials in renal cell carcinoma, or RCC, and triple negative breast cancer, or TNBC, in 2017. Our second product candidate, CB-1158, is a
first-in-class
oral inhibitor of arginase, an enzyme that depletes the amino acid arginine, a key metabolic nutrient for T-cells, and is being
co-developed
with Incyte Corporation for hematology and oncology indications.
CB-1158
is currently being tested alone and will be tested in combination with a checkpoint inhibitor in a Phase 1/2 clinical trial in patients with solid tumors. We also have ongoing research efforts that are
focused on discovering additional product candidates against novel tumor metabolism and immunology targets.
Our lead product candidate,
CB-839,
takes advantage of the pronounced dependency many cancers have on the nutrient glutamine for growth and survival.
CB-839
inhibits glutaminase, an enzyme required by
cancer cells to utilize glutamine effectively. In preclinical studies,
CB-839
demonstrated broad antitumor activity in tumor cell lines, inhibited the growth of human tumors in animal models and was well
tolerated in toxicity studies.
CB-839
was also synergistic with several approved, standard of care, cancer therapeutics. We believe
CB-839
has the potential to be an
important new therapeutic agent with a novel mechanism of action for the treatment of a broad range of cancers, and is the only selective glutaminase inhibitor currently in clinical trials. We currently retain all commercial rights to
CB-839
and have been granted a U.S. patent, which includes composition of matter coverage for
CB-839
through 2032.
CB-839
may also have the potential to work in combination with immuno-oncology
(I-O)
therapeutics. Inhibition of glutaminase results in accumulation of glutamine, the substrate of glutaminase, in tumors. Glutamine, which is frequently depleted in the tumor microenvironment due to avid uptake
by tumor cells, has been shown to be an important nutrient for
T-cell
proliferation. Administration of
CB-839
to tumor-bearing animals substantially enhances the
anti-tumor activity of checkpoint inhibitors, potentially by restoring the levels of glutamine in the tumor microenvironment and thereby enabling
T-cells
to proliferate. Checkpoint inhibitors, including the
approved agents nivolumab (marketed as Opdivo) and pembrolizumab (marketed as Keytruda), are
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a class of immuno-oncology agents directed against programmed death
protein-1
(PD-1)
or programmed death
ligand-1
(PD-L1)
that promote the activation and tumor-killing properties of the patient’s own immune cells, such as cytotoxic
T-cells.
CB-839
could potentially have multiple mechanisms of action in the treatment of cancer first by starving the tumor cell, and second by facilitating the
activation of
T-cells
in the nutrient-deprived tumor microenvironment.
Our second product
candidate,
CB-1158,
is a potent and selective orally bioavailable inhibitor of the enzyme arginase, that was discovered at Calithera and is being
co-developed
with
Incyte Corporation. Arginase depletes arginine, a nutrient that is critical for the activation and proliferation of the body’s cancer-fighting immune cells, such as cytotoxic
T-cells
and natural killer
(NK)-cells. During normal activation of the immune system, arginase, which is expressed by suppressive myeloid immune cells, plays an important role in halting
T-cell
proliferation. But in many tumors,
including lung, gastrointestinal, bladder, renal cancer and acute myeloid leukemia, arginase-expressing myeloid cells accumulate and maintain an immunosuppressive environment, blocking the ability of
T-cells
and
NK-cells
to kill cancer cells. We believe that inhibitors of arginase can promote an anti-tumor immune response by restoring arginine levels, thereby allowing activation of the body’s own immune
cells, including cytotoxic
T-cells
and
NK-cells.
Recent Developments
CB-839
Our lead product candidate,
CB-839
is a potent, selective, reversible and orally bioavailable inhibitor
of human glutaminase.
CB-839
binds to a unique site on glutaminase that is distinct from the site that binds glutamine, thereby reducing the potential for undesirable side effects due to inhibition of other
enzymes and receptors that bind glutamine.
CB-839
takes advantage of the pronounced dependency many cancers have on the nutrient glutamine for growth and survival. In preclinical studies,
CB-839
demonstrated broad antitumor activity in cell lines, inhibited the growth of human tumors in animal models, and was well tolerated in animals at doses above those shown to inhibit tumor growth.
CB-839
was also synergistic with several approved cancer therapeutics that are part of the current standard of care.
In 2016, RCC was diagnosed in approximately 62,000 people in the United States, according to the National Cancer Institute. We evaluated
CB-839
as a monotherapy in a RCC cohort in the dose expansion stage of our solid tumor Phase 1 clinical trial
CX-839-001.
As of
December 31, 2016, 20 efficacy-evaluable RCC patients were treated with single agent
CB-839
on the BID dosing schedule. One patient achieved a partial response with a substantial decrease in target
lesions (32%), including a dramatic improvement in the patient’s extensive lymphadenopathy. A total of 10 patients (50%) showed stable disease or better.
We are also evaluating
CB-839
in expansion cohorts in combination with everolimus and cabozantinib. In
November 2016, we presented data on 15 evaluable renal cell carcinoma patients, including 12 clear cell patients, and three papillary patients. Ninety-three percent (93%) of these patients had disease control (response or stable disease); one
patient had a partial response, one patient had progressive disease, and 13 patients had stable disease. The median progression free survival was 8.5 months and for the majority of patients, their time on therapy is longer than their time on
treatment in their prior therapy. In the clear cell patient population the disease control rate was 100% and eight patients remain on study. Patients enrolled in the trial had advanced or metastatic disease and had received a median of two prior
treatments, which included tyrosine kinase inhibitors, mTOR inhibitors, and checkpoint inhibitors. Patients were administered
CB-839
in oral doses that ranged from
400-800
mg twice a day in combination with a fixed oral dose of everolimus at 10 mg once a day. The addition of
CB-839
to full-dose everolimus has been well tolerated,
with a similar safety profile to the known profile of everolimus alone. Grade 3 events include two events of hyperglycemia and one event each of diarrhea, anemia and fatigue. We plan to present additional data from this trial in the second half of
2017.
We continue to enroll patients in this combination cohort, as well as a cohort of patients dosed with
CB-839
in combination with cabozantinib. A randomized phase 2 trial of
CB-839
in combination with everolimus is planned, and expected to initiate in the second half of 2017.
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In August 2016 we initiated
CX-839-004,
a Phase 1/2 clinical trial of
CB-839
in combination with the
PD-1
inhibitor
nivolumab which in patients with RCC, melanoma, and non-small cell lung cancer. The Phase 1/2 study will assess the safety, pharmacokinetics and pharmacodynamics of
CB-839
and nivolumab. The study will enroll
patients who are either naïve to checkpoint inhibitors, had prior nivolumab therapy, or were recently treated with nivolumab without tumor response. Patients may be progressing on nivolumab or failing to respond and will receive
CB-839
as an
“add-on”
therapy. In December 2016, we announced a clinical trial collaboration to evaluate Bristol-Myers Squibb’s Opdivo in combination with
CB-839
in patients with clear cell RCC. We expect to present data from this trial in the second half of 2017.
In December 2016, we presented data on 28 TNBC patients treated with doses of
CB-839
of 400, 600 or
800 mg bid in combination with 80 mg/m2 IV paclitaxel, weekly, three weeks out of four; 23 were evaluable for response. The majority of patients had received at least three prior lines of therapy, with 43% of patients treated with five or more prior
therapies in the advanced/metastatic setting. Most patients had received prior taxane therapy in either the
neo-adjuvant
or metastatic setting. Among evaluable patients treated with
CB-839
doses of at least 600 mg bid (n=16), there are 5 partial responses (31%) and disease control in 11 patients (69%). In addition, the combination overcame resistance to paclitaxel in heavily pretreated TNBC
patients. There was a 38% response rate and 50% disease control rate in patients who received prior taxanes in the metastatic setting. There was a 50% response rate among taxane-refractory African American patients. Four of five patients were
African American. This is consistent with higher glutamine utilization observed in tumors from this population. CB-839 was well tolerated in combination with paclitaxel. We plan to present additional data from this trial in the second half of 2017.
We also plan to initiate a Phase 2 trial in triple negative breast cancer in the second half of 2017. This study is currently expected to enroll single arm combination therapy cohorts of African American and
non-African
American patients in both the early stage setting – where patients have no prior taxanes treatment – as well as the late stage setting.
In 2017, an estimated 135,000 new cases of colorectal cancer, or CRC, will be diagnosed in the United States according to the American Cancer
Society. Researchers report that PIK3CA mutation is present in 10% to 20% of all cases of CRC. An academic research group at Case Western demonstrated that single agent
CB-839
inhibits the growth of CRCs with
PIK3CA mutations in immunocompromised mice, but CRC tumors with a normal PIK3CA gene were not inhibited. Remarkably, the combination of
CB-839
with
5-florouracil
induced
complete and long-lasting tumor regressions in animals bearing PIK3CA mutant CRC tumors, but not tumors with normal PIK3CA, suggesting that this combinational therapy may be a unique and effective approach in the clinic. In the third quarter of
2016, an investigator-sponsored clinical trial was initiated by Drs. Jennifer Eads, Alok Khorana, and Neal Meropol at the Case Western Comprehensive Cancer Center. Enrollment in this study is ongoing.
CB-1158
Our second product candidate,
CB-1158,
is a
first-in-class
immuno-oncology metabolic checkpoint inhibitor targeting arginase, an immunosuppressive enzyme in myeloid-derived suppressor cells, or MDSCs, responsible for
T-cell
suppression. Significant infiltration by arginase-expressing myeloid cells has been observed in many solid tumor types including lung, colorectal esophageal, bladder, head and neck, kidney cancer, and
other tumor types. We have confirmed that arginase-expressing MDSCs are found by immunohistochemistry in a wide range of tumor types including
non-small
cell lung (both adenocarcinoma and squamous types),
gastrointestinal and bladder cancers.
CB-1158 entered clinical trials in September 2016, and is currently being tested in a Phase 1
clinical trial in patients with solid tumors. Three patients in the first cohort were treated with 50 mg of
CB-1158
twice daily. This dose was well-tolerated and was pharmacologically active, resulting in
sustained elevation of arginine in the plasma of all three patients. Pharmacodynamic data on the first three patients was presented at the Society for Immunotherapy of Cancer (SITC) meeting in November 2016. The trial is continuing to enroll
patients in the
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dose escalation phase of the study, to be followed by combination studies with a
PD-1
antibody. We plan to present additional data from the Phase 1 trial
of
CB-1158
in
mid-2017.
Global Collaboration and License Agreement
with Incyte Corporation
We have identified
CB-1158
and a portfolio of other small molecule
arginase inhibitors that show high potency and oral bioavailability. In January 2017, we announced that we entered into a global collaboration and license agreement for the research, development and commercialization of our small molecule arginase
inhibitor
CB-1158
in hematology and oncology with Incyte Corporation. We will collaborate with Incyte on and
co-fund
the development of
CB-1158
for oncology and hematology indications. Incyte will bear 70% and we will bear 30% of global development costs, unless we opt out of development
co-funding.
We
will have the right to conduct a portion of clinical development studies under the collaboration, including combination studies of a licensed product with any other of our proprietary compounds. If we do not opt out of development
co-funding,
the parties will share profits and losses in the United States, with 60% to Incyte and 40% to us, and we have the right to
co-detail
licensed products in the
United States. We retain the rights to certain arginase inhibitors for specific indications outside of hematology and oncology. In the first quarter of 2017 Incyte paid us an upfront license fee of $45.0 million. Incyte may pay potential
development, regulatory and sales milestone payments of over $430.0 million if the profit share is in effect, or $750.0 million if the profit share terminates.
Stock Purchase Agreement with Incyte Corporation
In January 2017, we also entered into a stock purchase agreement with Incyte pursuant to which Incyte purchased 1,720,430 shares of our common
stock at a price of $4.65 per share, resulting in gross proceeds of $8.0 million and net proceeds of $7.9 million, after deducting offering expenses.
At-the-Market Offering
In 2017,
we have issued and sold an aggregate of 4,188,679 shares of common stock pursuant to our at-the-market offering program, at an average price of approximately $9.06 per share for gross proceeds of $38.0 million, resulting in net proceeds of
$36.9 million after deducting underwriting fees and offering expenses.
Corporate Information
We were incorporated in Delaware in March 2010 as Protein Activation Therapeutics, Inc. and subsequently changed our name to Calithera
Biosciences, Inc. Our headquarters are located at 343 Oyster Point Blvd., Suite 200, South San Francisco, California 94080, and our telephone number is
(650) 870-1000.
Our website address is
www.calithera.com. The information contained on, or that can be accessed through, our website is not part of, and is not incorporated by reference into this prospectus supplement and should not be considered to be part of this prospectus supplement.
Investors should not rely on any such information in deciding whether to purchase our common stock.
JOBS Act
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012,
and therefore we take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm
pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and any golden parachute payments not previously approved. We may take advantage of these exemptions until the earlier of the fifth anniversary of the closing of our initial public offering in October 2014 or until we are
no longer an “emerging growth company.”
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The Offering
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Common Stock offered by us
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6,830,000 shares
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Common Stock to be outstanding immediately after this offering
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28,331,842 shares
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Option to purchase additional shares
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The underwriters have a
30-day
option to purchase up to an additional 1,024,500 shares of common stock.
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Use of Proceeds
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We estimate the net proceeds from this offering to be approximately $65.5 million, based on the public offering price of $10.25 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
We intend to use the net proceeds from this offering to fund our clinical trials and for working capital and general corporate purposes. See the section titled “Use of Proceeds” for a more complete description of the intended use of
proceeds from this offering.
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Risk Factors
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See “Risk Factors” beginning on page
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and other information included and incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of factors
that you should carefully consider before deciding to invest in our common stock.
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NASDAQ Global Select Symbol
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“CALA”
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The number of shares of our common stock to be outstanding after this offering is based on 21,501,842
shares of our common stock outstanding as of December 31, 2016, and excludes:
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3,227,894 shares of common stock issuable upon the exercise of outstanding stock options as of December 31, 2016, with a weighted-average exercise price of $6.41 per share;
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any automatic increases in the number of shares of common stock reserved for future issuance under our 2014 Equity Incentive Plan, under which no shares were available for future issuance as of December 31, 2016;
and
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369,875 shares of common stock reserved for future issuance under our 2014 Employee Stock Purchase Plan, as well as any automatic increases in the number of shares of common stock reserved for future issuance under this
plan.
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Subsequent to December 31, 2016, and through the date of this prospectus supplement:
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we granted stock options to purchase 17,500 shares of common stock under our 2014 Equity Incentive Plan with a weighted average exercise price of $7.00 per share;
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we reserved an additional 860,074 shares of common stock for future issuance under our 2014 Equity Incentive Plan;
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we reserved an additional 215,018 shares of common stock for future issuance under our 2014 Employee Stock Purchase Plan;
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we issued and sold 1,720,430 shares of our common stock at a price of $4.65 per share pursuant to a stock purchase agreement we entered into with Incyte Corporation; and
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we issued and sold an aggregate of 4,188,679 shares of common stock at an average price of $9.06 per share pursuant to our
at-the-market
offering program.
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Unless otherwise indicated, all information in this prospectus supplement does not include the additional
share issuances and shares reserved for future issuance subsequent to December 31, 2016 as set forth above, and further assumes:
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no exercise of the underwriters’ option to purchase additional shares of common stock; and
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no exercise of outstanding stock options.
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RISK FACTORS
You should consider carefully the risks described below and discussed in the section titled “Risk Factors” contained in our Annual
Report on Form
10-K
for the year ended December 31, 2016, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, each of which is incorporated by
reference in this prospectus in their entirety, together with other information in this prospectus, and the information and documents incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in
connection with this offering before you make a decision to invest in our common stock. If any of the following events actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the
trading price of our common stock to decline and you may lose all or part of your investment. The risks below and incorporated by reference in this prospectus are not the only ones we face. Additional risks not currently known to us or that we
currently deem immaterial may also affect our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.”
Risks Related to This Offering
We have broad
discretion in the use of the net proceeds from this offering and may not use them effectively.
Our management will have broad
discretion in the application of the balance of the net proceeds from this offering and could spend the proceeds in ways that do not improve our business, financial condition or results of operations or enhance the value of our common stock. The net
proceeds from this offering will be used for working capital and general corporate purposes, which may include, among other things, funding research and development, clinical trials, vendor payables, potential regulatory submissions, hiring
additional personnel and capital expenditures. We may also use a portion of the net proceeds to
in-license,
acquire or invest in complementary businesses or products; however, we have no current commitments or
obligations to do so.
The failure by our management to apply these funds effectively could result in financial losses that could harm our
business, cause the price of our common stock to decline and delay the development of our product candidates. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.
Purchasers in this offering will experience immediate and substantial dilution in the tangible net book value of their investment.
If you purchase our common stock in this offering, you will incur an immediate dilution of $6.18 in net tangible book value per share from the
price you paid, based on the public offering price of $10.25 per share. The exercise of outstanding options will result in further dilution. For a further description of the dilution that you will experience immediately after this offering, see the
section titled “Dilution.”
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These statements relate to future events or to our
future operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or
achievements expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:
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our ability to fund our working capital requirements;
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our ability to obtain and maintain regulatory approval of our product candidates;
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our ability to successfully commercialize our product candidates;
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our expectations with respect to our global collaboration and license agreement with Incyte;
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the rate and degree of market acceptance of our products that are approved;
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our estimates of our expenses, ongoing losses, future revenue, capital requirements and our needs for or ability to obtain additional financing;
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our expectation that our existing capital resources and the net proceeds from this offering will be sufficient to enable us to complete our planned clinical trials;
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our ability to obtain and maintain intellectual property protection for our product candidates;
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our ability to identify and develop new product candidates;
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our ability to retain and recruit key personnel;
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our use of proceeds from this offering;
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our financial performance; and
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developments and projections relating to our competitors or our industry.
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These risks are not
exhaustive. Other sections of this prospectus supplement may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from
time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in, or implied by, any forward-looking statements.
All statements other than statements of historical
facts contained in this prospectus supplement, including statements regarding our future financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can
identify forward-looking statements by words such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,”
“plan,” “potentially,” “predict,” “should,” “will” or the negative of these terms or other similar expressions. These statements reflect our current views with respect to future events and are based
on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss in greater detail many of these risks under the section titled “Risk
Factors” herein, and in our most recent Annual Report on Form
10-K,
as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus
supplement in their entirety. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Unless required by law, we undertake no
S-8
obligation to update or revise any forward-looking statements to reflect new information or future events or developments. You should read this prospectus supplement, together with the documents
we have filed with the SEC that are incorporated by reference and any free writing prospectus that we may authorize for use in connection with this offering completely and with the understanding that our actual future results may be materially
different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. These forward-looking statements are made as of the date of this prospectus supplement and we disclaim any intention and have no obligation or responsibility, except as required by law, to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In addition, statements that
“we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus supplement, and while we believe such information
forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant
information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
S-9
USE OF PROCEEDS
We estimate that we will receive net proceeds from the sale of 6,830,000 shares of common stock in this offering of approximately $65.5
million, based on the public offering price of $10.25 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise in full their option to purchase an additional
1,024,500 shares, we estimate that the net proceeds will be approximately $75.4 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
We currently estimate that we will use the net proceeds from this offering, together with our cash, cash equivalents and investments, as
follows:
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to further the clinical development of CB-839, our glutaminase inhibitor, through two randomized Phase 2 clinical trials;
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to fund our share of development costs of CB-1158, our arginase inhibitor, as it advances into later stage clinical trials with our collaboration partner, Incyte Corporation;
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to fund our research and drug discovery activities related to additional product candidates, including the advancement of a third program to submission of an Investigational New Drug application and into Phase 1
clinical trials; and
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for working capital and other general corporate purposes, which may include the acquisition or licensing of other products, businesses or technologies.
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However, due to the uncertainties inherent in the product development process, it is difficult to estimate with certainty the exact amounts of
the net proceeds from this offering that may be used for the above purposes. Our management will have broad discretion over the use of the net proceeds from this offering. The amounts and timing of our expenditures will depend upon numerous factors
including the results of our research and development efforts, the timing and success of preclinical studies and any ongoing clinical trials or clinical trials we may commence in the future, the timing of regulatory submissions and the amount of
cash obtained through future collaborations, if any.
We believe opportunities may exist from time to time to expand our current business
through acquisitions or in-licenses of complementary companies, medicines or technologies. While we have no current agreements, commitments or understandings for any specific acquisitions or in-licenses at this time, we may use a portion of the net
proceeds for these purposes.
Pending the use of the proceeds from this offering as described above, we intend to invest the net proceeds
in interest-bearing investment-grade securities or government securities.
S-10
MARKET PRICE OF COMMON STOCK
Our common stock began trading on the NASDAQ Global Select Market under the symbol “CALA” on October 2, 2014. Prior to that
date, there was no public trading of our common stock. The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the NASDAQ Global Select Market.
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|
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High
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|
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Low
|
|
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Year Ended December 31, 2014:
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|
|
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Fourth quarter (Beginning October 2, 2014)
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$
|
33.48
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|
$
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6.51
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|
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High
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Low
|
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Year Ended December 31, 2015:
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|
|
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First quarter
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$
|
25.41
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|
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$
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12.31
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Second quarter
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|
|
19.89
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|
|
|
6.61
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|
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Third quarter
|
|
|
10.59
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|
|
|
4.31
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|
|
Fourth quarter
|
|
|
10.90
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|
|
|
5.16
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|
|
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High
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|
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Low
|
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Year Ended December 31, 2016:
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|
|
|
|
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First quarter
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$
|
7.84
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|
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$
|
4.31
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Second quarter
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|
|
6.16
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|
|
|
3.60
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|
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Third quarter
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|
|
3.86
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|
|
|
2.87
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|
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Fourth quarter
|
|
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4.25
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|
|
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2.20
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High
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|
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Low
|
|
|
Year Ending December 31, 2017:
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|
|
|
|
|
|
|
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First Quarter (though March 21, 2017)
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|
$
|
14.90
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|
|
$
|
3.25
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On March 21, 2017, the last reported sale price of our common stock on the NASDAQ Global Select Market
was $10.55 per share. As of December 31, 2016, we had approximately 30 holders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners,
but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.
DIVIDEND POLICY
We have never declared or paid cash dividends on our capital stock. We intend to retain all available funds and any future earnings, if any,
to fund the development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our board of directors.
S-11
CAPITALIZATION
The following table sets forth our cash, cash equivalents and investments and capitalization as of December 31, 2016:
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•
|
|
on an actual basis; and
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|
|
•
|
|
on an as adjusted basis to reflect the sale by us of 6,830,000 shares of common stock in this offering at a public offering price of $10.25 per share, after deducting underwriting discounts and commissions and estimated
offering expenses payable by us.
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The following information should be read in conjunction with the section titled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and financial statements and related notes in our most recent Annual Report on Form
10-K
and other
documents incorporated by reference in this prospectus supplement and the accompanying prospectus. For more details on how you can obtain our periodic reports and other information, see the section titled “Where You Can Find More
Information” in this prospectus supplement.
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As of December 31, 2016
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|
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Actual
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|
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As Adjusted
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|
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(in thousands, except share
and per share data)
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Cash, cash equivalents and investments
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$
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51,781
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|
|
$
|
117,288
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|
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|
|
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|
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Stockholders’ equity:
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|
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|
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Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and
outstanding, actual and as adjusted
|
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$
|
—
|
|
|
$
|
—
|
|
|
Common stock, $0.0001 par value, 200,000,000 shares authorized, 21,501,842 shares issued and
outstanding, actual; 28,331,842 shares issued and outstanding, as adjusted
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|
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2
|
|
|
|
3
|
|
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Additional
paid-in
capital
|
|
|
172,419
|
|
|
|
237,925
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Accumulated other comprehensive gain
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|
|
(13
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)
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|
|
(13
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)
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Accumulated deficit
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|
|
(122,502
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)
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|
|
(122,502
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)
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|
|
|
|
|
|
|
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Total stockholders’ equity
|
|
|
49,906
|
|
|
|
115,413
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|
|
|
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|
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|
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|
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Total capitalization
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|
$
|
49,906
|
|
|
$
|
115,413
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|
|
|
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The number of shares of our common stock to be outstanding after this offering is based on 21,501,842 shares
of our common stock outstanding as of December 31, 2016, and excludes:
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|
•
|
|
3,227,894 shares of common stock issuable upon the exercise of outstanding stock options as of December 31, 2016, with a weighted-average exercise price of $6.41 per share;
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|
|
•
|
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any automatic increases in the number of shares of common stock reserved for future issuance under our 2014 Equity Incentive Plan, under which no shares were available for future issuance as of December 31, 2016;
and
|
|
|
•
|
|
369,875 shares of common stock reserved for future issuance under our 2014 Employee Stock Purchase Plan, as well as any automatic increases in the number of shares of common stock reserved for future issuance under this
plan.
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S-12
Subsequent to December 31, 2016, and through the date of this prospectus supplement:
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|
•
|
|
we granted stock options to purchase 17,500 shares of common stock under our 2014 Equity Incentive Plan with a weighted average exercise price of $7.00 per share;
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|
|
•
|
|
we reserved an additional 860,074 shares of common stock for future issuance under our 2014 Equity Incentive Plan;
|
|
|
•
|
|
we reserved an additional 215,018 shares of common stock for future issuance under our 2014 Employee Stock Purchase Plan;
|
|
|
•
|
|
we issued and sold 1,720,430 shares of our common stock at a price of $4.65 per share pursuant to a stock purchase agreement we entered into with Incyte Corporation; and
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|
|
•
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|
we issued and sold an aggregate of 4,188,679 shares of common stock at an average price of $9.06 per share pursuant to our
at-the-market
offering program.
|
The above table and discussion does not include the additional share issuances and shares reserved for
future issuance subsequent to December 31, 2016 as set forth above.
S-13
DILUTION
If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share
and the as adjusted net tangible book value per share of our common stock after this offering.
Our net tangible book value as of
December 31, 2016, was $49.9 million, or $2.32 per share. Net tangible book value is total tangible assets less our total liabilities divided by the number of outstanding shares of common stock.
After giving effect to the sale of 6,830,000 shares common stock in this offering at the public offering price of $10.25 per share, and after
deducting underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value as of December 31, 2016, would have been $115.4 million, or $4.07 per share of common stock. This represents an
immediate increase in net tangible book value of $1.75 per share to our existing stockholders and an immediate dilution in net tangible book value of $6.18 per share to investors participating in this offering. The following table illustrates this
dilution per share to investors participating in this offering:
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Public offering price per share
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$
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10.25
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|
Historical net tangible book value per share at December 31, 2016
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$
|
2.32
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|
|
|
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Increase per share attributable to new investors
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|
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1.75
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As adjusted net tangible book value per share after giving effect to this offering
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4.07
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|
|
|
|
|
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Dilution in adjusted net tangible book value per share to new investors
|
|
|
|
|
|
$
|
6.18
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|
|
|
|
|
|
|
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If the underwriters exercise in full their option to purchase an additional 1,024,500 shares of our common
stock at the public offering price of $10.25 per share, the as adjusted net tangible book value per share after giving effect to this offering would be $4.27 per share, representing an immediate increase to existing stockholders of $1.95 per share,
and immediate dilution in net tangible book value of $5.98 per share to investors participating in this offering.
The number of shares of
our common stock to be outstanding after this offering is based on 21,501,842 shares of our common stock outstanding as of December 31, 2016, and excludes:
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|
•
|
|
3,227,894 shares of common stock issuable upon the exercise of outstanding stock options as of December 31, 2016, with a weighted-average exercise price of $6.41 per share;
|
|
|
•
|
|
any automatic increases in the number of shares of common stock reserved for future issuance under our 2014 Equity Incentive Plan, under which no shares were available for future issuance as of December 31, 2016;
and
|
|
|
•
|
|
369,875 shares of common stock reserved for future issuance under our 2014 Employee Stock Purchase Plan, as well as any automatic increases in the number of shares of common stock reserved for future issuance under this
plan.
|
S-14
Subsequent to December 31, 2016, and through the date of this prospectus supplement:
|
|
•
|
|
we granted stock options to purchase 17,500 shares of common stock under our 2014 Equity Incentive Plan with a weighted average exercise price of $7.00 per share;
|
|
|
•
|
|
we reserved an additional 860,074 shares of common stock for future issuance under our 2014 Equity Incentive Plan;
|
|
|
•
|
|
we reserved an additional 215,018 shares of common stock for future issuance under our 2014 Employee Stock Purchase Plan;
|
|
|
•
|
|
we issued and sold 1,720,430 shares of our common stock at a price of $4.65 per share pursuant to a stock purchase agreement we entered into with Incyte Corporation; and
|
|
|
•
|
|
we issued and sold an aggregate of 4,188,679 shares of common stock at an average price of $9.06 per share pursuant to our
at-the-market
offering program.
|
The above table and discussion does not include the additional share issuances and shares reserved for
future issuance subsequent to December 31, 2016 as set forth above.
To the extent that options are exercised, new options are issued
under our equity incentive plans, or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering.
S-15
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO
NON-U.S.
HOLDERS
The following summary describes the material U.S. federal income tax consequences
of the acquisition, ownership and disposition of our common stock acquired in this offering by
Non-U.S.
Holders (as defined below). This discussion does not address all aspects of U.S. federal income taxes and
does not deal with foreign, state and local consequences that may be relevant to
Non-U.S.
Holders in light of their particular circumstances, nor does it address U.S. federal tax consequences other than income
taxes (not addressed, for instance, are gift and except to the limited extent set forth below, estate taxes). Special rules different from those described below may apply to certain
Non-U.S.
Holders that are
subject to special treatment under the Code, such as financial institutions, insurance companies,
tax-exempt
organizations,
tax-qualified
retirement plans,
broker-dealers and traders in securities, commodities or currencies, U.S. expatriates and certain former citizens and other long-term residents of the United States, “controlled foreign corporations,” “passive foreign investment
companies,” corporations that accumulate earnings to avoid U.S. federal income tax, persons that hold our common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or
integrated investment or other risk reduction strategy, persons that are deemed to sell our common stock under the constructive sale provisions of the Code, persons who hold or receive our common stock pursuant to the exercise of options or
otherwise as compensation, persons that own or are deemed to own more than 5% of our common stock (except as specifically set forth below), persons subject to the alternative minimum tax or federal Medicare contribution tax on net investment income,
partnerships and other pass-through entities, and investors in such pass-through entities. Such
Non-U.S.
Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local and
other tax consequences that may be relevant to them. Furthermore, the discussion below is based upon the provisions of the Code, and Treasury regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be
repealed, revoked or modified, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the U.S. Internal Revenue Service, or IRS, with respect to the
statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions. This discussion assumes that the
Non-U.S.
Holder holds our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment).
In addition, this discussion does not address the tax treatment of partnerships (or entities or arrangements that are treated as partnerships
for U.S. federal income tax purposes) or persons that hold their common stock through such partnerships or such entities or arrangements. If a partnership, including any entity or arrangement treated as a partnership for U.S. federal income tax
purposes, holds shares of our common stock, the U.S, federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner
level. Such partners and partnerships should consult their own tax advisors regarding the tax consequences of the purchase, ownership and disposition of our common stock.
Persons considering the purchase of our common stock pursuant to this offering should consult their own tax advisors concerning the U.S.
federal income, estate, and other tax consequences of acquiring, owning and disposing of our common stock in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction, including any
state, local or foreign tax consequences.
For the purposes of this discussion, a
“Non-U.S.
Holder” is, for U.S. federal income tax purposes, a beneficial owner of common stock that is neither a U.S. Holder, nor a partnership (or other entity treated as a partnership for U.S. federal income tax purposes regardless of its place of
organization or formation). A “U.S. Holder” means a beneficial owner of our common stock that is for U.S. federal income tax purposes (1) an individual who is a citizen or resident of the U.S., (2) a corporation or other entity
treated as a corporation created or organized in or under the laws of the U.S., any state thereof or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (4) a
trust if it (a) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a U.S. person.
S-16
Distributions
Distributions, if any, made on our common stock to a
Non-U.S.
Holder of our common stock to the extent
made out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles) generally will constitute dividends for U.S. tax purposes. Subject to the discussion below regarding backup withholding and FATCA
withholding, dividends will be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. To obtain a reduced rate of withholding under a treaty, a
Non-U.S.
Holder generally will be required to provide us with a properly executed IRS Form
W-8BEN
(in the case of individuals), IRS Form
W-8BEN-E
(in the case of entities), or other appropriate form, including a U.S. taxpayer identification number, and certifying the
Non-U.S.
Holder’s entitlement to benefits under that treaty. This certification must be provided to us or our paying agent prior to the payment of dividends. In the case of a
Non-U.S.
Holder that is an entity, Treasury Regulations and the relevant tax treaty provide rules to determine whether, for purposes of determining the applicability of a tax treaty, dividends will be treated as
paid to the entity or to those holding an interest in that entity. If a
Non-U.S.
Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder will be
required to provide appropriate documentation to such agent. The holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. If you are eligible for a reduced rate of
U.S. federal withholding tax under an income tax treaty and you do not timely provide the required certification, you may be able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the
IRS.
In the case of a
Non-U.S.
Holder that is an entity, Treasury Regulations and the relevant
tax treaty provide rules to determine whether, for purposes of determining the applicability of a tax treaty, dividends will be treated as paid to the entity or to those holding an interest in that entity. If a
Non-U.S.
Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to such agent. The holder’s
agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries.
We
generally are not required to withhold tax on dividends paid to a
Non-U.S.
Holder that are effectively connected with the
Non-U.S.
Holder’s conduct of a trade or
business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that such holder maintains in the United States) if a properly executed IRS Form
W-8ECI,
stating that the dividends are so connected, is furnished to us (or, if stock is held through a financial institution or other agent, to such agent). In general, such effectively connected dividends
will be subject to U.S. federal income tax, on a net income basis at the regular graduated rates applicable to U.S. residents. A corporate
Non-U.S.
Holder receiving effectively connected dividends may also be
subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on the corporate
Non-U.S.
Holder’s effectively connected earnings and profits, subject to certain adjustments.
Non-U.S.
Holders should consult their tax advisors regarding any
applicable income tax treaties that may provide for different rules.
To the extent distributions on our common stock, if any, exceed our
current and accumulated earnings and profits, they will first reduce the
Non-U.S.
Holder’s adjusted basis in our common stock, but not below zero, and then will be treated as gain to the extent of any
excess, and taxed in the same manner as gain realized from a sale or other disposition of common stock as described in the next section. See the discussion below in “Gain on Disposition of Our Common Stock.”
Non-U.S.
Holders may be required to periodically update their IRS Forms
W-8.
Gain on Disposition of Our Common Stock
Subject to the discussion below regarding backup withholding and FATCA withholding , a
Non-U.S.
Holder
generally will not be subject to U.S. federal income tax with respect to gain realized on a sale or other disposition
S-17
of our common stock unless (1) the gain is effectively connected with a trade or business of such holder in the United States (and, if required by an applicable income tax treaty, is
attributable to a permanent establishment that such holder maintains in the United States), in which case the
Non-U.S.
Holder generally will be taxed at the graduated U.S. federal income tax rates applicable
to U.S. persons (as defined in the Code) and, if the
Non-U.S;
Holder is a foreign corporation, the branch profits tax described above in “Distributions” may also apply; (2) the
Non-U.S.
Holder is a nonresident alien individual and is present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met, in which case the
Non-U.S.
Holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the net gain derived from the disposition, which may be offset by U.S.-source capital
losses of the
Non-U.S.
Holder, if any you timely file U.S. tax returns reporting the losses (even though the individual is not considered a resident of the United States), provided the
Non-U.S.
Holder has timely filed U.S. federal income tax returns with respect to such losses; or (3) we are or have been a “United States real property holding corporation” within the meaning of Code
Section 897(c)(2) at any time within the shorter of the five-year period preceding such disposition or such holder’s holding period. In general, we would be a U.S. real property holding corporation if interests in U.S. real estate comprised (by
fair market value) at least half of our business assets. We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation. However, because the determination of whether we are a U.S. real property holding
corporation depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a U.S. real property holding corporation in the future. Even if
we are treated as a U.S. real property holding corporation, gain realized by a
Non-U.S.
Holder on a disposition of our common stock will not be subject to U.S. federal income tax so long as (a) the
Non-U.S.
Holder owned, directly, indirectly and constructively, no more than five percent of our common stock at all times within the shorter of (i) the five-year period preceding the disposition or
(ii) the holder’s holding period and (b) our common stock is regularly traded on an established securities market. There can be no assurance that our common stock will qualify as regularly traded on an established securities market.
If any gain on your disposition is taxable because we are a United States real property holding corporation and your ownership of our common stock exceeds 5%, you will be taxed on such disposition generally in the manner applicable to U.S. persons
and in addition, a purchaser of your common stock may be required to withhold tax with respect to that obligation.
Information Reporting Requirements
and Backup Withholding
Generally, we must report information to the IRS with respect to any distributions we pay on our common stock
(even if the payments are not dividends subject to withholding) including the amount of any such dividends, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder to whom any such
dividends are paid. Pursuant to tax treaties or certain other agreements, the IRS may make its reports available to tax authorities in the recipient’s country of residence.
Dividends paid by us (or our paying agents) to a
Non-U.S.
Holder may also be subject to U.S. backup
withholding. U.S. backup withholding generally will not apply to a
Non-U.S.
Holder who provides a properly executed IRS Form
W-8BEN
(in the case of individuals) or IRS
Form
W-8BEN-E
(in the case of entities), IRS Form
W-8ECI
or otherwise establishes an exemption. Notwithstanding the foregoing,
backup withholding may apply if the payor has actual knowledge, or reason to know, that the holder is a U.S. person who is not an exempt recipient.
Under current U.S. federal income tax law, U.S. information reporting and backup withholding requirements generally will apply to the proceeds
of a disposition of our common stock effected by or through a U.S. office of any broker, U.S. or foreign, except that information reporting and such requirements do not apply if the holder provides a properly executed IRS Form
W-8BEN
(in the case of individuals) or IRS Form
W-8BEN-E
(in the case of entities) or otherwise meets documentary evidence requirements
for establishing
Non-
U.S. Holder status or otherwise establishes an exemption. Generally, U.S. information reporting and backup withholding requirements will not apply to a payment of disposition proceeds to
a
Non-U.S.
Holder where the transaction is effected outside the U.S. through a
non-U.S.
office of a
non-U.S.
broker. Information
reporting and
S-18
backup withholding requirements may, however, apply to a payment of disposition proceeds if the broker has actual knowledge, or reason to know, that the holder is, in fact, a U.S. person. For
information reporting purposes, certain
non-U.S.
brokers with substantial U.S. ownership or operations will generally be treated in a manner similar to U.S. brokers.
Back-up
withholding is not an additional tax. Any amounts of tax withheld under the backup withholding
rules may be credited against the tax liability of persons subject to backup withholding, provided that the required information is timely furnished to the IRS.
Non-U.S.
Holders should consult with their own tax advisors regarding the application of the
information reporting and backup withholding rules to them.
Foreign Accounts/FATCA Withholding
Sections 1471 through 1474 of the Code and related Treasury Regulations (commonly referred to as “FATCA”) generally impose a U.S.
federal withholding tax of 30% on dividends on and the gross proceeds of a disposition of our common stock paid to a foreign financial institution (as specifically defined by applicable rules) unless such institution enters into an agreement with
the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such
institution, as well as certain account holders that are foreign entities with U.S. owners). This U.S. federal withholding tax of 30% will also apply to dividends on and the gross proceeds of a disposition of our common stock to a
non-financial
foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding
substantial direct and indirect U.S. owners of the entity. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these withholding and reporting requirements may be subject
to different rules. The withholding tax described above will not apply if the foreign financial institution or
non-financial
foreign entity otherwise qualifies for an exemption from the rules. Under certain
circumstances, a
Non-U.S.
Holder might be eligible for refunds or credits of such taxes. Holders are encouraged to consult with their own tax advisors regarding the possible implications of these rules to
their investment in our common stock.
The withholding provisions described above apply currently to payments of dividends and will apply
to payments of gross proceeds from a sale or other disposition of common stock on or after January 1, 2019.
Federal Estate Tax
If the estate of an individual
Non-U.S.
Holder who was not a citizen of the United States and was also
a nonresident (especially defined for estate tax purposes) who was treated as the owner of, or has made certain lifetime transfers of, an interest in our common stock, the estate will include the value thereof for U.S. federal estate tax purposes,
and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise, even though such individual was not a citizen or resident of the United States at the time of his or her death.
EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON
STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAW, AS WELL AS TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR U.S. FEDERAL TAX LAWS.
S-19
UNDERWRITING
Leerink Partners LLC is the sole representative of each of the underwriters named for this offering. Subject to the terms and conditions set
forth in the underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth
opposite its name below.
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Underwriter
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Number of
Shares
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Leerink Partners LLC
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3,688,200
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Wells Fargo Securities, LLC
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1,980,700
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JMP Securities LLC
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1,161,100
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Total
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6,830,000
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Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed,
severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of the shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the
non-defaulting
underwriters may be increased or the underwriting agreement may be terminated.
We have
agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.
The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal
matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions. The underwriters reserve the
right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Commissions and Discounts
The representative has advised us that the underwriters propose initially to offer the shares to the public at the public offering price set
forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $0.369 per share. After the initial offering of the shares, the public offering price, concession or any other term of the offering may be
changed by the representative.
The following table shows the public offering price, underwriting discounts and commissions and proceeds
before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.
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Per
Share
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Without
Option
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With Option
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Public offering price
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$
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10.250
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$
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70,007,500
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$
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80,508,625
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Underwriting discounts and commissions
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$
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0.615
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$
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4,200,450
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$
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4,830,517
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Proceeds, before expenses, to us
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$
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9.635
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$
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65,807,050
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$
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75,678,108
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We estimate expenses payable by us in connection with this offering, other than the underwriting discounts and
commissions referred to above, will be approximately $300,000. We also have agreed to reimburse the underwriters for up to $10,000 for their FINRA counsel fee. In accordance with FINRA Rule 5110, this reimbursed fee is deemed underwriting
compensation for this offering.
S-20
Option to Purchase Additional Shares
We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus supplement, to purchase up to
1,024,500 additional shares at the public offering price, less the underwriting discounts and commissions. If the underwriters exercise this option, each underwriter will be obligated, subject to conditions contained in the underwriting agreement,
to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.
No Sales of Similar
Securities
We, our executive officers and directors and certain of our other existing security holders have agreed not to sell or
transfer any common stock or securities convertible into or exchangeable or exercisable for common stock, for 60 days after the date of this prospectus supplement without first obtaining the written consent of Leerink Partners LLC on behalf of the
underwriters. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly:
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offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise), any common stock;
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file or participate in the filing of a registration statement related to the common stock;
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establish or increase a put equivalent position or liquidate or decrease a call equivalent position, with respect to any common stock; or
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publicly announce an intention to effect any such transaction.
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This
lock-up
provision applies to common stock and to securities convertible into or exchangeable or exercisable for common stock. It also applies to common stock owned now or acquired later by the person executing the
agreement or for which the person executing the agreement later acquires the power of disposition. It does not apply to an aggregate of up to 14,550 shares that may be sold by an executive officer pursuant to a Rule
10b5-1
trading plan in place as of the date of this prospectus supplement.
NASDAQ Global Select Market Listing
Our common stock is listed on the NASDAQ Global Select Market under the symbol “CALA.”
Price Stabilization, Short Positions and Penalty Bids
Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing
our common stock. However, the representative may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.
In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include
short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering.
“Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to
purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the
open market as compared to the price at which they may purchase shares through the option to purchase additional shares granted to them. “Naked” short sales are sales in excess of such option to purchase additional shares. The underwriters
must close
S-21
out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on
the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters
in the open market prior to the closing of the offering.
The underwriters may also impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.
Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or
maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The
underwriters may conduct these transactions on the NASDAQ Global Select Market, in the
over-the-counter
market or otherwise.
Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representative will engage in these transactions or that these transactions, once commenced,
will not be discontinued without notice.
The underwriters may also engage in passive market making transactions in our common stock on
the NASDAQ Global Select Market in accordance with Rule 103 of Regulation M during a period before the commencement of offers or sales of shares of our common stock in this offering and extending through the completion of distribution. A passive
market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase
limits are exceeded.
Electronic Distribution
In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as
e-mail.
Other Relationships
The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Some of the underwriters and certain of their affiliates may in
the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions and expenses.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities
may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial
instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
In
July 2014, entities affiliated with Leerink Partners LLC purchased an aggregate of 118,910 shares of our Series D preferred stock on the same terms as the other investors, which shares automatically converted into 118,910 shares of our common stock
immediately upon the closing of our initial public offering in October 2014 and which shares entities affiliated with Leerink Partners LLC continue to hold.
S-22
Selling Restrictions
Sales Outside the United States
No action
has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the common stock, or the possession, circulation or distribution of this prospectus supplement or any other material relating to us or
the common stock in any jurisdiction where action for that purpose is required. Accordingly, the common stock may not be offered or sold, directly or indirectly, and neither of this prospectus supplement nor any other offering material or
advertisements in connection with the common stock may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.
Each of the underwriters may arrange to sell common stock offered by this prospectus supplement in certain jurisdictions outside the United
States, either directly or through affiliates, where they are permitted to do so. In that regard, Wells Fargo Securities, LLC may arrange to sell shares in certain jurisdictions through an affiliate, Wells Fargo Securities International
Limited, or WFSIL. WFSIL is a wholly-owned indirect subsidiary of Wells Fargo & Company and an affiliate of Wells Fargo Securities, LLC. WFSIL is a U.K. incorporated investment firm regulated by the Financial Conduct Authority. Wells
Fargo Securities is the trade name for certain corporate and investment banking services of Wells Fargo & Company and its affiliates, including Wells Fargo Securities, LLC and WFSIL.
Notice to Prospective Investors in the European Economic Area
In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state),
with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant
member state other than:
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to any legal entity which is a qualified investor as defined in the Prospectus Directive;
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to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by us for any such offer; or
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in any other circumstances falling within Article 3(2) of the Prospectus Directive,
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provided that no such
offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For
purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be
offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant
member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.
The sellers of the shares have not authorized and do
not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no
purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.
S-23
Notice to Prospective Investors in Canada
This document constitutes an “exempt offering document” as defined in and for the purposes of applicable Canadian securities laws. No
prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the shares. No securities commission or similar regulatory authority in Canada has reviewed or in any way
passed upon this document or on the merits of the shares and any representation to the contrary is an offence.
Canadian investors are
advised that this document has been prepared in reliance on section 3A.3 of National Instrument
33-105
Underwriting Conflicts, or NI
33-105.
Pursuant to section 3A.3 of
NI
33-105,
this document is exempt from the requirement that the Company and the underwriter provide investors with certain conflicts of interest disclosure pertaining to “connected issuer” and/or
“related issuer” relationships that may exist between the Company and the underwriter as would otherwise be required pursuant to subsection 2.1(1) of NI
33-105.
Resale Restrictions
The
offer and sale of the shares in Canada is being made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of shares acquired by a
Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus
requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian
securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the shares outside of Canada.
Representations of Purchasers
Each Canadian investor who purchases the shares will be deemed to have represented to the Company, the underwriter and to each dealer from whom
a purchase confirmation is received, as applicable, that the investor (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to
resale or redistribution; (ii) is an “accredited investor” as such term is defined in section 1.1 of National Instrument
45-106
Prospectus Exemptions
(“NI
45-106”)
or, in Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario)
; and (iii) is a “permitted client” as such term is defined in section 1.1 of National
Instrument
31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations
.
Taxation and Eligibility for Investment
Any discussion of taxation and related matters contained in this document does not purport to be a comprehensive description of all of the tax
considerations that may be relevant to a Canadian investor when deciding to purchase the shares and, in particular, does not address any Canadian tax considerations. No representation or warranty is hereby made as to the tax consequences to a
resident, or deemed resident, of Canada of an investment in the shares or with respect to the eligibility of the shares for investment by such investor under relevant Canadian federal and provincial legislation and regulations.
Rights of Action for Damages or Rescission
Securities legislation in certain of the Canadian jurisdictions provides certain purchasers of securities pursuant to an offering memorandum,
including where the distribution involves an “eligible foreign security” as such term is defined in Ontario Securities Commission Rule
45-501
Ontario Prospectus and Registration Exemptions
and
in Multilateral Instrument
45-107
Listing Representation and Statutory Rights of Action
S-24
Disclosure Exemptions
, as applicable, with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum, or other
offering document that constitutes an offering memorandum, and any amendment thereto, contains a “misrepresentation” as defined under applicable Canadian securities laws. These remedies, or notice with respect to these remedies, must be
exercised or delivered, as the case may be, by the purchaser within the time limits prescribed under, and are subject to limitations and defences under, applicable Canadian securities legislation. In addition, these remedies are in addition to and
without derogation from any other right or remedy available at law to the investor.
Language of Documents
Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating
in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only.
Par la réception de ce document, chaque investisseur canadien
confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux
présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.
Notice to Prospective Investors in the United Kingdom
This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the
meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (ii) high net
worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are
confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on
this document or any of its contents.
Notice to Prospective Investors in Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of Australia, or Corporations Act) in relation to the
common stock has been or will be lodged with the Australian Securities & Investments Commission, or ASIC. This document has not been lodged with ASIC and is only directed to certain categories of exempt persons. Accordingly, if you receive
this document in Australia:
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you confirm and warrant that you are either:
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a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;
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a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant’s certificate to us which complies with the requirements of section
708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;
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a person associated with the company under section 708(12) of the Corporations Act; or
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a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act, and to the extent that you are unable to confirm or warrant that you are an exempt sophisticated
investor, associated person or professional investor under the Corporations Act, any offer made to you under this document is void and incapable of acceptance; and
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you warrant and agree that you will not offer any of the common stock for resale in Australia within 12 months of that common stock being issued unless any such resale offer is exempt from the requirement to issue a
disclosure document under section 708 of the Corporations Act.
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S-25
Notice to Prospective Investors in France
Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance
procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered
or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:
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released, issued, distributed or caused to be released, issued or distributed to the public in France; or
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used in connection with any offer for subscription or sale of the shares to the public in France.
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Such
offers, sales and distributions will be made in France only:
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to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in
accordance with articles
L.411-2,
D.411-1,
D.411-2,
D.734-1,
D.744-1,
D.754-1
and
D.764-1
of the French Code monétaire et financier;
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to investment services providers authorized to engage in portfolio management on behalf of third parties; or
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in a transaction that, in accordance with article
L.411-2-II-1°-or-2°-or
3° of the French Code monétaire et financier and article
211-2
of the General Regulations
(Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).
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The shares may be resold directly or indirectly, only in compliance with articles
L.411-1,
L.411-2,
L.412-1
and
L.621-8
through
L.621-8-3
of the
French Code monétaire et financier.
Notice to Prospective Investors in Hong Kong
The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an
offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules
made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating
to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong
Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice to Prospective Investors in Japan
The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The
shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except
(i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.
Notice to Prospective Investors in Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other
document or material in connection with the offer or sale, or
S-26
invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person
pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.
Where the shares are subscribed
or purchased under Section 275 of the SFA by a relevant person which is:
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a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each
of whom is an accredited investor; or
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
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shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust
shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
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to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such
shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether
such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;
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where no consideration is or will be given for the transfer; or
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where the transfer is by operation of law.
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Notice to Prospective Investors in Switzerland
The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock
exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of
the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor
any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be
filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority (“FINMA”), and the offer of
shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not
extend to acquirers of shares.”
S-27
LEGAL MATTERS
Cooley LLP, Palo Alto, California will pass upon the validity of the shares of common stock offered hereby. As of the date of this prospectus
supplement, GC&H Investments and GC&H Investments, LLC, entities comprised of partners and associates of Cooley LLP, beneficially own an aggregate of 8,917 shares of our common stock. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
Boston, Massachusetts, is representing the underwriters in connection with the offering.
EXPERTS
Ernst & Young LLP, independent registered public accounting firm, has audited our financial statements included in our
Annual Report on Form
10-K
for the year ended December 31, 2016, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement.
Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of the registration statement on Form
S-3
we filed with the SEC under the
Securities Act and does not contain all the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should
refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. Because we are subject to
the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s
website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on the operation of the Public Reference Room.
S-28
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we
filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate by reference into this prospectus and the
registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (Commission File
No. 001-36644):
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our Annual Report on Form
10-K
for the year ended December 31, 2016, filed with the SEC on March 16, 2017;
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our Current Reports on Form
8-K
filed with the SEC on January 30, 2017 and March 13, 2017; and
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the description of our common stock in our registration statement on Form
8-A,
filed with the SEC on September 25, 2014, including any amendments or reports filed for the
purposes of updating such description.
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We also incorporate by reference any future filings (other than current reports
furnished under Item 2.02 or Item 7.01 of Form
8-K
and exhibits filed on such form that are related to such items unless such Form
8-K
expressly provides to the
contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of
such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the shares of our common stock made by this prospectus and will become a part of this prospectus from the date that such
documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information
in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.
You can request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:
Calithera Biosciences, Inc.
343
Oyster Point Blvd. Suite 200
South San Francisco, California 94080
(650)
870-1000
Attn: Secretary
Exhibits to the
filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus supplement and the accompanying prospectus.
S-29
PROSPECTUS
$150,000,000
Common Stock
From time to
time, we may offer and sell up to an aggregate amount of $150,000,000 of shares of common stock.
We will provide the specific terms of
these offerings in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus
may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference,
before buying any of the shares of common stock being offered.
Our common stock is listed on the NASDAQ Global Select Market under the
trading symbol “CALA.” On November 6, 2015, the last reported sale price of our common stock was $10.02 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the
NASDAQ Global Select Market or other securities exchange of the shares of common stock covered by the applicable prospectus supplement.
Investing in
shares of our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the section titled “
Risk Factors
” on page 6 of this prospectus and any
similar section contained in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference
into this prospectus.
This prospectus may not be used to consummate a sale of shares of our common stock unless accompanied by a
prospectus supplement.
The shares of our common stock may be sold directly by us to investors, through agents designated from time to
time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or
underwriters are involved in the sale of any shares of our common stock with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options
will be set forth in a prospectus supplement. The price to the public of such shares of our common stock and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus is November 24, 2015.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a
“shelf” registration process. Under this shelf registration statement, we may, from time to time, offer and sell in one or more offerings, up to a total dollar amount of $150,000,000 of shares of our common stock as described in this
prospectus.
Each time we offer shares of our common stock under this prospectus, we will provide a prospectus supplement that will
contain more specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and
any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We
urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with a specific offering, together with the information incorporated herein by reference as
described under the heading “Incorporation of Certain Information by Reference,” before buying any of the shares of our common stock being offered.
This prospectus may not be used to consummate a sale of shares of our common stock unless it is accompanied by a prospectus supplement.
You should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable
prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide you with any information other than that
contained or incorporated by reference in this prospectus and any applicable prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. You must not
rely upon any information or representation not contained or incorporated by reference in this prospectus, the accompanying prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of our common stock offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so.
The information appearing in this prospectus, any applicable prospectus supplement or any
related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of
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the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of shares of our common stock. Our business, financial condition,
results of operations and prospects may have changed since those dates.
This prospectus contains and incorporates by reference market
data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this
information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, these
estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the section titled “Risk Factors” contained in the applicable prospectus supplement and any related free writing
prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as
exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled “Where You Can Find Additional Information.”
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PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and
does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks
of investing in our shares of our common stock discussed under the section titled “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents
that are incorporated by reference into this prospectus. You should also carefully read the other information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which
this prospectus is a part.
Calithera Biosciences, Inc.
Overview
We are a clinical-stage
pharmaceutical company focused on discovering and developing novel small molecule drugs directed against tumor metabolism and tumor immunology targets for the treatment of cancer. Tumor metabolism and tumor immunology have emerged as promising new
fields for cancer drug discovery, and recent clinical successes with therapeutic agents in each field have demonstrated the potential to create fundamentally new therapies for cancer patients. Our lead product candidate, CB-839, is an internally
discovered, first-in-class inhibitor of glutaminase, a critical enzyme in tumor metabolism. We are currently evaluating CB-839 in three Phase 1 clinical trials in solid and hematological tumors. Our first program in tumor immunology, CB-1158, is
directed at developing inhibitors of the enzyme arginase and is an orally bioavailable, first-in-class agent for this novel immuno-oncology target and is expected to enter clinical development in the first half of 2016. We also have a preclinical
program in tumor metabolism which seeks to develop inhibitors of the enzyme hexokinase II, the first step in the breakdown of glucose, an essential nutrient in many cancer cells. Our ongoing research efforts are focused on discovering additional
product candidates directed against novel tumor metabolism and immunology targets.
Recent Developments
CB-839 is a potent, selective, reversible and orally bioavailable inhibitor of human glutaminase. CB-839 binds to a unique site on glutaminase
that is distinct from the site that binds glutamine, thereby reducing the potential for undesirable side effects due to inhibition of other enzymes and receptors that bind glutamine. In our preclinical studies, CB-839 has been shown to halt the
growth of or kill cancer cells across a range of tumor types. The compound has demonstrated antitumor activity in several different tumor models in animals. In addition, CB-839 has shown strong synergy with immunomodulatory agents and several kinase
inhibitors that target growth factor pathways. In preclinical toxicology studies, CB-839 was well tolerated in animals at doses above those shown to inhibit tumor growth. In December 2013, we submitted an IND application to the FDA to enable the
initiation of three Phase 1 trials in patients with both solid and hematological tumors.
In February 2014, we initiated three Phase 1
clinical trials of CB-839 in patients with solid and hematological tumors. CX-839-001 is enrolling patients with solid tumors, CX-839-002 is enrolling patients with multiple myeloma or non-Hodgkin’s lymphoma, and CX-839-003 is enrolling
patients with acute myeloid or acute lymphocytic leukemia. The objectives of the Phase 1 clinical trials are to assess the safety and tolerability of CB-839. Each trial includes a dose escalation stage to identify the optimal dose for future
clinical trials. This dose will be determined by the extent of glutaminase inhibition in blood and tumors, or by identifying a maximum tolerated dose. Each trial will also have an expansion stage in which additional patients with specific tumor
types will be enrolled to further evaluate the safety of CB-839 and to seek preliminary evidence of
1
efficacy. In addition to evaluating CB-839 as a single agent, we plan to enroll six Phase 1b combination cohorts, one in which CB-839 will be combined with paclitaxel in patients with
triple-negative breast cancer, a second in which CB-839 will be combined with everolimus in renal cell cancer, a third in which CB-839 will be combined with erlotinib in non-small cell lung cancer, a fourth in which CB-839 will be combined with
dexamethasone in patients with multiple myeloma, a fifth in which CB-839 will be combined with pomalidomide (marketed as Pomalyst) and dexamethasone in patients with multiple myeloma, and a sixth in which CB-839 will be combined with azacitadine in
acute myelogenous leukemia. The goal of these cohorts is to evaluate the safety and potential utility of CB-839 when used in combination with these drugs. We expect hematologic Phase 1 clinical trial data by year-end 2015 and initial data from
our combination trials to be available in 2016.
On November 8, 2015, solid tumor phase 1 data were presented at the American
Association of Cancer Research-National Cancer Institute-European Organization for Research and Treatment of Cancer meeting in Boston, Massachusetts that demonstrated the clinical activity, tolerability and unique mechanism of action of CB-839 as a
single agent in patients with solid tumors. Among efficacy-evaluable patients across a range of tumor types treated on the twice daily schedule of CB-839 administered with food, 22 of 50 patients (44%) had stable disease, or SD, or better
lasting at least 3 cycles (63 days). Five stable disease patients currently on study have been treated with CB-839 for over 8 months without progression. This includes 2 patients with triple negative breast cancer, 1 renal cell carcinoma patient, 1
mesothelioma patient and 1 IDH1 mutant chondrosarcoma patient. In renal cell carcinoma, one patient has an ongoing partial response (PR; on study >5 months); this patient showed a 32% reduction in target lesions by RECIST with generalized
shrinkage of lymph node metastases. Among the 15 evaluable patients with renal cell carcinoma, 9 (60%) had SD or PR, with four patients remaining on study.
We are currently evaluating a combination of CB-839 with the mTOR (mammalian target of rapamycin) inhibitor everolimus in the CX-839-001 Phase
1 study and additional combinations are anticipated in the near future with other approved agents, as described above. Data we presented at the American Association of Cancer Research in April 2015 demonstrated that signaling through mTOR is
down-regulated by CB-839, highlighting a relationship between signal transduction pathways and cancer metabolism. This relationship is supported by data showing that CB-839 synergizes with everolimus in renal cell carcinoma lines. In addition, we
showed that
CB-839
has synergistic activity with the tyrosine kinase inhibitors sunitinib, sorafenib, and pazopanib, all of which are approved for the treatment of renal cell carcinoma.
We selected CB-1158 as our lead clinical candidate for our first immuno-oncology program targeting inhibition of arginase, a critical T-cell
immunosuppressive enzyme produced by myeloid-derived suppressor cells in tumors. In November 2015, we presented data at the American Association of Cancer Research-National Cancer Institute-European Organization for Research and Treatment of Cancer
meeting showing that CB-1158 is a highly selective, orally bioavailable, small molecule inhibitor of human arginase with nanomolar potency. Administration of CB-1158 to mice results in a dose-dependent increase in tumor arginine levels up to
~4-fold, consistent with target inhibition. Evaluation of anti-tumor efficacy in immunocompetent syngeneic mouse studies has shown that CB-1158 administered twice daily for 2 – 4 weeks results in significant inhibition of tumor growth. CB-1158
combines well with checkpoint inhibitors in syngeneic tumor studies, providing additional reduction in tumor growth and an increase in the CD8
+
T-cell population in tumors with no evidence of
additional toxicity. The compound has low clearance in mice, rats, dogs, and monkeys. Low clearance is predicted for CB-1158 in humans based on excellent stability in animal and human liver cells. Preclinical in vitro and in vivo data predict good
oral bioavailability of CB-1158 in humans. Twice daily oral administration of
CB-1158
to rats at 450 mg/kg (900 mg/kg/day) for 14 days resulted in no severe toxicity. We anticipate filing an investigational
new drug application for CB-1158 in the first half of 2016.
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Risks Associated with our Business
Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors”
immediately following this prospectus summary. These risks include, among others, the following:
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We have incurred significant operating losses since our inception and anticipate that we will continue to incur substantial operating losses for the foreseeable future. We had an accumulated deficit of
$76.4 million as of September 30, 2015.
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We will need substantial additional funding and may be unable to raise capital when needed, which would force us to delay, reduce or eliminate our product development programs or commercialization efforts.
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Our approach to discovery and development of product candidates that target tumor metabolism and tumor immunology is unproven and may never lead to marketable products.
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Clinical trials of our product candidates will be costly and time consuming, and if they fail to demonstrate safety and efficacy to the satisfaction of the FDA, or similar regulatory authorities, we will be unable to
commercialize our product candidates.
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If serious adverse effects or unexpected characteristics of our product candidates are identified during development, we may need to abandon or limit our development of some or all of our product candidates.
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If we are unable to obtain sufficient intellectual property protection or protect our intellectual property rights, our business may be harmed.
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Healthcare policy and regulatory oversight in the United States and internationally are subject to rapid change, and if we are unable to respond, our business may be harmed.
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We face substantial competition from major pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies worldwide.
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If we are unable to adequately address these and other risks we face, our business, financial condition, operating results and prospects may
be adversely affected.
In addition, we are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act,
or the JOBS Act, enacted in April 2012, and therefore we intend to take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by
our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in this prospectus, our periodic reports and proxy statement and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We may take advantage of these exemptions for up to five years or until we are no longer an
“emerging growth company.”
Corporate Information
We were incorporated in Delaware in March 2010 as Protein Activation Therapeutics, Inc. and subsequently changed our name to Calithera
Biosciences, Inc. Our headquarters are located at 343 Oyster Point Blvd., Suite 200, South San Francisco, California 94080, and our telephone number is (650) 870-1000. Our website address is www.calithera.com. The information contained on, or
that can be accessed through, our website is not part of, and is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus. Investors should not rely on any such information in deciding whether to
purchase our common stock.
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“Calithera,” the Calithera logo and other trademarks or service marks of Calithera
Biosciences, Inc. appearing in this prospectus are the property of Calithera Biosciences, Inc. Other trademarks, service marks or trade names appearing in this prospectus are the property of their respective owners. We do not intend our use or
display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
The Shares of Common Stock We May Offer
We may offer shares of our common stock up to a total dollar amount of $150,000,000, from time to time under this prospectus, together with the
applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by market conditions at the time of any offering. Each time we offer shares of our common stock under this prospectus, we will provide
a prospectus supplement that will describe the specific amounts, prices and other important terms of the offering.
The applicable
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents we have incorporated by reference.
However, no prospectus supplement or free writing prospectus will offer any security other than shares of our common stock.
THIS PROSPECTUS MAY NOT BE
USED TO CONSUMMATE A SALE OF SHARES OF OUR COMMON STOCK UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
We may sell the shares
of our common stock directly to investors or to or through agents, underwriters or dealers. We and our agents or underwriters, reserve the right to accept or reject all or part of any proposed purchase of shares of our common stock. If we do offer
shares of our common stock to or through agents or underwriters, we will include in the applicable prospectus supplement:
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the names of those agents or underwriters;
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applicable fees, discounts and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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We may issue shares of our common stock from time to time. The
holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common
stock are entitled to receive ratably such dividends as may be declared by our board of directors out of legally available funds. Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all
assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities. There
are no redemption or sinking fund provisions applicable to our common stock. We urge you to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) related to any common stock
being offered.
Use of Proceeds
Except as described in any applicable prospectus supplement or in any free writing prospectuses we have authorized for use in connection with a
specific offering, we currently intend to use the net proceeds from the sale of the shares of our common stock offered by us hereunder, if any, for working capital, capital expenditures and other general corporate purposes. See “Use of
Proceeds” in this prospectus.
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NASDAQ Global Select Market Listing
Our common stock is listed on the NASDAQ Global Select Market under the symbol “CALA.” The applicable prospectus supplement will
contain information, where applicable, as to other listings, if any, on the NASDAQ Global Select Market or other securities exchange of the shares of our common stock covered by the applicable prospectus supplement.
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RISK FACTORS
Investing in shares of our common stock involves a high degree of risk. Before deciding whether to invest in shares of our common stock, you
should consider carefully the risks and uncertainties described under the section titled “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and discussed under the section titled
“Risk Factors” contained in our most recent Annual Report on Form 10-K and in our most recent Quarterly Report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by
reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with this offering. The risks
described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects
on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business,
financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below titled
“Special Note Regarding Forward-Looking Statements.”
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These statements relate to future events or to our future
operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements
expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:
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our ability to fund our working capital requirements;
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our ability to obtain and maintain regulatory approval of our product candidates;
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our ability to successfully commercialize our product candidates;
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the rate and degree of market acceptance of our products that are approved;
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our estimates of our expenses, ongoing losses, future revenue, capital requirements and our needs for or ability to obtain additional financing;
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our expectation that our existing capital resources and the net proceeds from this offering will be sufficient to enable us to complete our planned clinical trials;
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our ability to obtain and maintain intellectual property protection for our product candidates;
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our ability to identify and develop new product candidates;
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our ability to retain and recruit key personnel;
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our use of proceeds from this offering;
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our financial performance; and
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developments and projections relating to our competitors or our industry.
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These risks are not
exhaustive. Other sections of this prospectus may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to
time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from
those contained in, or implied by, any forward-looking statements.
All statements other than statements of historical facts contained in
this prospectus, including statements regarding our future financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking
statements by words such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potentially,” “predict,” “should,” “will” or the negative of these terms or other similar expressions. These statements reflect our current views with respect to future events and are based on assumptions and
are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss in greater detail many of these risks under the section titled “Risk Factors” contained
in the applicable prospectus supplement, in any free writing prospectuses we may authorize for use in connection with a specific offering, and in our most recent annual report on Form 10-K and in our most recent quarterly report on Form 10-Q, as
well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety. Also, these forward-looking statements represent our estimates and assumptions only as of the
date of the document containing the applicable statement. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. You should read this
prospectus, any applicable prospectus
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supplement, together with the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we may authorize for use in connection with this
offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.
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USE OF PROCEEDS
Except as described in any applicable prospectus supplement or in any free writing prospectuses we have authorized for use in connection with
a specific offering, we currently intend to use the net proceeds from this offering for working capital and general corporate purposes, which may include, among other things, funding research and development, clinical trials, vendor payables,
potential regulatory submissions, hiring additional personnel and capital expenditures.
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DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of
preferred stock, par value $0.0001 per share. The following is a summary of the rights of our common and preferred stock and some of the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, an investor
rights agreement between us and certain stockholders and Delaware General Corporation Law. This is only a summary, and is qualified in its entirety by reference to our certificate of incorporation, investor rights agreement and the bylaws.
Common Stock
Voting Rights
Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders. The
affirmative vote of holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock, voting as a single class, is required to amend certain provisions of our amended and restated certificate of
incorporation, including provisions relating to amending our amended and restated bylaws, the classified board, the size of our board, removal of directors, director liability, vacancies on our board, special meetings, stockholder notices, actions
by written consent and exclusive jurisdiction.
Dividends
Subject to preferences that may apply to any outstanding preferred stock, holders of our common stock are entitled to receive ratably any
dividends that our board of directors may declare out of funds legally available for that purpose on a non-cumulative basis.
Liquidation
In
the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any outstanding preferred stock.
Rights and Preferences
Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund
provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may
designate in the future.
Preferred Stock
Our board of directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in
one or more series and to fix the number, rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation
preferences and sinking fund terms, and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect
the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a
change of control or other corporate action. We have no current plan to issue any shares of preferred stock.
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Stockholder Registration Rights
Certain holders of shares of our common stock, including certain holders of five percent of our capital stock and entities affiliated with
certain of our directors, are entitled to certain rights with respect to registration of such shares under the Securities Act. These shares are referred to as registrable securities. The holders of these registrable securities possess registration
rights pursuant to the terms of the investor rights agreement and are described in additional detail below.
The registration of shares of
our common stock pursuant to the exercise of the registration rights described below would enable the holders to trade these shares without restriction under the Securities Act when the applicable registration statement is declared effective. We
will pay the registration expenses, other than underwriting discounts, selling commissions and stock transfer taxes, of the shares registered pursuant to the demand, piggyback and Form S-3 registrations described below.
Generally, in an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number
of shares the holders may include. The demand, piggyback and Form S-3 registration rights described below will expire three years after the effective date of the registration statement, of which this prospectus forms a part, or, with respect to
any particular holder, at such time that such holder can sell its shares under Rule 144 of the Securities Act during any three-month period.
Demand Registration Rights
The holders of the registrable securities are entitled to certain demand registration rights. The holders of at least 60% of the registrable
securities may make a written request that we register all or a portion of their shares, subject to certain specified exceptions. Such request for registration must cover securities the aggregate offering price of which, before payment of
underwriting discounts and commissions, would exceed $50,000,000.
Piggyback Registration Rights
In connection with the filing of the registration statement of which this prospectus forms a part, the holders of registrable securities were
entitled to, and the necessary percentage of holders waived, their rights to include their shares of registrable securities in the registration statement of which this prospectus forms a part. If we propose to register for offer and sale any of
our securities under the Securities Act in another offering, either for our own account or for the account of other security holders, the holders of these shares will be entitled to certain “piggyback” registration rights allowing them to
include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, including a registration statement on Form S-3 as
discussed below, other than with respect to a demand registration or a registration statement on Forms S-4 or S-8 or related to stock issued upon conversion of debt securities, the holders of these shares are entitled to notice of the
registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration.
Form S-3 Registration Rights
The holders of the registrable securities are entitled to certain Form S-3 registration rights. Any holder of these shares can make a
request that we register for offer and sale their shares on Form S-3 if we are qualified to file a registration statement on Form S-3, subject to certain specified exceptions. Such request for registration on Form S-3 must cover
securities the aggregate offering price of which, before payment of the underwriting discounts and commissions, equals or exceeds $5,000,000. We will not be required to effect more than two registrations on Form S-3 within any 12 month
period.
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Anti-Takeover Provisions of Delaware Law and Our Charter Documents
Section 203 of the Delaware General Corporation Law
We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any
business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:
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before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the
transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (1) by persons who are directors and also officers and
(2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and
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on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least
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% of the outstanding voting stock that is not owned by the interested stockholder.
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In general, Section 203 defines a “business combination” to include the following:
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
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subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; and
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.
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In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s
affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status owned, 15% or more of the outstanding voting stock of the corporation.
The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to
acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:
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permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change of
control;
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provide that the authorized number of directors may be changed only by resolution of our board of directors;
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provide that our board of directors will be classified into three classes of directors;
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provide that, subject to the rights of any series of preferred stock to elect directors, directors may only be removed for cause, which removal may be effected, subject to any limitation imposed by law, by the holders
of at least a majority of the voting power of all of our then-outstanding shares of the capital stock entitled to vote generally at an election of directors;
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provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
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require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission;
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provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also
specify requirements as to the form and content of a stockholder’s notice;
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provide that special meetings of our stockholders may be called only by the chairman of our board of directors, our chief executive officer or by our board of directors pursuant to a resolution adopted by a majority of
the total number of authorized directors; and
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not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if
they should so choose.
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The amendment of any of these provisions would require approval by the holders of at least 66
2
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% of the voting power of all of our then-outstanding common stock entitled to vote generally in the election of directors, voting
together as a single class.
The combination of these provisions will make it more difficult for our existing stockholders to replace our
board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for
existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences
that could impede the success of any attempt to change our control.
These provisions are intended to enhance the likelihood of continued
stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage
certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a
consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our
potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result
in an improvement of their terms.
Choice of Forum
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum
for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation or our
bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. The enforceability of similar choice of forum provisions in
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other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a
court could find the choice of forum provisions contained in our certificate of incorporation to be inapplicable or unenforceable.
Listing
Our common stock is listed on the NASDAQ Global Select Market under the symbol “CALA.”
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15
th
Avenue, Brooklyn, New York 11219.
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PLAN OF DISTRIBUTION
We may sell the shares of our common stock from time to time pursuant to underwritten public offerings, direct sales to the public, negotiated
transactions, block trades or a combination of these methods. We may sell the shares of our common stock to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute the shares from time to time in
one or more transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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A prospectus supplement or supplements (and any related free writing
prospectus that we may authorize to be provided to you) will describe the terms of the offering of the shares of our common stock, including, to the extent applicable:
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the name or names of the underwriters, if any;
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the purchase price of the shares of our common stock or other consideration therefor, and the proceeds, if any, we will receive from the sale;
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any over-allotment options under which underwriters may purchase additional shares of our common stock from us;
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the shares of our common stock may be listed.
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underwriters named in the prospectus supplement will be underwriters of the shares of our common stock offered by the prospectus supplement.
If underwriters are used in the sale, they will acquire the shares of our common stock for their own account and may resell the shares of our
common stock from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the shares of our common stock will be subject to the
conditions set forth in the applicable underwriting agreement. We may offer the shares of our common stock to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain
conditions, the underwriters will be obligated to purchase all of the shares of our common stock offered by the prospectus supplement, other than shares of our common stock covered by any over-allotment option. Any public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of
any such relationship.
We may sell shares of our common stock directly or through agents we designate from time to time. We will name any
agent involved in the offering and sale of shares of our common stock and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types of institutional
investors to purchase shares of our common stock from us at the public offering price set forth in the prospectus supplement
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pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for
solicitation of these contracts in the prospectus supplement.
We may provide agents and underwriters with indemnification against civil
liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform
services for us in the ordinary course of business.
Any underwriter may engage in over-allotment, stabilizing transactions,
short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the shares of our common stock, either through exercise of the over-allotment
option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the shares of our common stock originally sold by the dealer are
purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the shares of our common stock to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the
activities at any time.
Any underwriters or agents that are qualified market makers on the NASDAQ Global Select Market may engage in
passive market making transactions in our common stock on the NASDAQ Global Select Market accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales
of the common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest
independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may
stabilize the market price of the shares of our common stock at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
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LEGAL MATTERS
Cooley LLP, Palo Alto, California will pass upon the validity of the shares of common stock offered hereby. As of the date of this prospectus,
GC&H Investments, LLC and GC&H Investments, entities comprised of partners and associates of Cooley LLP, beneficially own an aggregate of 8,917 shares of our common stock. Additional legal matters may be passed upon for us or any
underwriters, dealers or agents, by counsel that we name in the applicable prospectus supplement.
EXPERTS
Ernst & Young LLP, independent registered public accounting firm, has audited our financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2014, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in
reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus is part of the registration statement on Form S-3 we filed with the SEC
under the Securities Act and does not contain all the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and
you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. Because we are
subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the
SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we
filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate by reference into this prospectus and the
registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (Commission File No. 001-36644):
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our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 27, 2015;
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 11, 2015.
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our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the SEC on August 10, 2015.
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our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 9, 2015.
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the information specifically incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2014, from our definitive proxy statement relating to our 2015 annual meeting of
stockholders, filed with the SEC on April 24, 2015;
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our Current Reports on Form 8-K filed with the SEC on February 11, 2015, March 5, 2015, March 24, 2015, June 10, 2015 and September 30, 2015; and
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the description of our common stock in our registration statement on Form 8-A filed with the SEC on September 25, 2014.
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All filings filed by us pursuant to the Exchange Act after the date of the initial filing of the registration statement of which this
prospectus is a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.
We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the
initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the shares of our
common stock made by this prospectus and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus. Any
statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that
statements in the later filed document modify or replace such earlier statements.
You can request a copy of these filings, at no cost, by
writing or telephoning us at the following address or telephone number:
Calithera Biosciences, Inc.
343 Oyster Point Blvd. Suite 200
South San Francisco, California 94080
(650) 870-1000
Attn: Secretary
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6,830,000 Shares
Common Stock
PROSPECTUS
SUPPLEMENT
Sole Book-Running Manager
Leerink Partners
Lead Manager
Co-Manager
March 21, 2017
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