Current Report Filing (8-k)
June 19 2019 - 4:55PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2019
Calithera Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36644
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27-2366329
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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343 Oyster Point Blvd., Suite 200
South San Francisco, California
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94080
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (650)
870-1000
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.0001 par value
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CALA
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
In this report, Calithera, we, us and our refer to Calithera
Biosciences, Inc.
Item 8.01 Other Events.
Underwriting Agreement
On June 18,
2019, Calithera Biosciences, Inc.
entered into an underwriting agreement (the
Underwriting Agreement
) with Leerink Partners LLC, Wells Fargo Securities, LLC and William Blair & Company L.L.C., as
representatives of the several underwriters named therein (collectively, the
Underwriters
), relating to the issuance and sale (the
Offering
) of 12,500,000 shares of its common stock, par value
$0.0001 per share. The price to the public in the Offering is $4.00 per share, and the Underwriters have agreed to purchase the shares from Calithera pursuant to the Underwriting Agreement at a price of $3.76 per share. The net proceeds to Calithera
from this Offering are expected to be approximately $46,700,000, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. The Underwriters have a
30-day
option to purchase up to an additional 1,875,000 shares of common stock. All of the shares in the Offering are being sold by Calithera. The closing of the Offering is expected to occur on or about June 21, 2019, subject to the satisfaction of
customary closing conditions.
The Offering is being made pursuant to our effective registration statement on Form
S-3
(Registration Statement
No. 333-219791),
as previously filed with the Securities and Exchange Commission and a related prospectus and prospectus supplement.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing,
indemnification obligations of Calithera and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement.
The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting Agreement is qualified
in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Dated: June 19, 2019
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Calithera Biosciences, Inc.
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By:
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/s/ Susan M. Molineaux
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Susan M. Molineaux
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President and Chief Executive Officer
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