Calithera Biosciences Announces 1-for-20 Reverse Stock Split
June 14 2022 - 12:50PM
Calithera Biosciences, Inc. (Nasdaq: CALA), a clinical-stage,
precision oncology biopharmaceutical company, today announced that
it has filed a Certificate of Amendment to its Amended and Restated
Certificate of Incorporation to effect a 1-for-20 reverse stock
split, effective as of 5:00 p.m. Eastern Time today. The
reverse stock split was effected by Calithera in accordance with
the authorization, and within the split ratio range, adopted by
Calithera stockholders at the 2022 Annual Meeting of Stockholders
held on June 1, 2022.
The reverse stock split is intended to enable
Calithera to regain compliance with the $1.00 minimum bid
price required for continued listing on the Nasdaq Global Select
Market. The new CUSIP number for Calithera’s common stock following
the reverse stock split is 13089P 507.
At the effective time of the reverse stock
split, every issued and outstanding twenty shares of Calithera’s
pre-split common stock, par value $0.0001 per share,
including shares subject to outstanding stock options and warrants
and shares available for grant under Calithera’s equity benefit
plans, will automatically be combined into one share of Calithera’s
post-split common stock. The reverse stock split will affect all
stockholders uniformly and will not affect any stockholder's
ownership percentage of Calithera’s shares (except to the extent
that the reverse stock split would result in some of the
stockholders receiving cash in lieu of fractional shares).
Stockholders will receive cash in lieu of fractional shares based
on today's closing sales price of Calithera’s common stock as
quoted on the Nasdaq Global Select Market. American Stock
Transfer and Trust Company, Calithera’s transfer agent, will
provide instructions to stockholders regarding the process for
exchanging their shares and stock certificates. Upon completion of
the reverse stock split, there will be approximately 4,865,000
shares of Calithera’s common stock outstanding, excluding
outstanding and unexercised stock options and warrants, subject to
adjustment for fractional shares. In addition, Calithera has Series
A convertible preferred shares outstanding which are initially
convertible into approximately 857,843 post-split shares of common
stock (subject to certain anti-dilution protections which if
triggered will result in the issuance of additional shares of
common stock).
Additional information regarding the reverse
stock split approved by stockholders can be found in Calithera’s
definitive proxy statement filed with the Securities and
Exchange Commission on April 20, 2022.
About Calithera
BiosciencesCalithera Biosciences is a clinical-stage,
precision oncology biopharmaceutical company developing targeted
therapies to redefine treatment for biomarker-specific patient
populations. Driven by a commitment to rigorous science and a
passion for improving the lives of people impacted by cancer and
other life-threatening diseases, Calithera is advancing a robust
pipeline of investigational, small molecule oncology compounds with
a biomarker-driven approach that targets genetic vulnerabilities in
cancer cells to deliver new therapies for patients suffering from
aggressive hematologic and solid tumor cancers for which there are
currently limited treatment options.
Calithera is headquartered in South San
Francisco, California. For more information about Calithera, please
visit www.calithera.com.
Forward-Looking Statements
Statements contained in this press release
regarding matters that are not historical facts are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "may,"
"will," "expect," "anticipate," "estimate," "intend," "poised" and
similar expressions (as well as other words or expressions
referencing future events, conditions, or circumstances) are
intended to identify forward-looking statements. These statements
include those related to the safety, tolerability and efficacy of
Calithera’s product candidates, the overall advancement of
Calithera’s product candidates in preclinical development and
clinical trials, the unmet need in the treatment of patients with
advanced disease, and Calithera’s plans to continue development of
its product candidates. Because such statements are subject to
risks and uncertainties, actual results may differ materially from
those expressed or implied by such forward-looking statements. The
potential product candidates that Calithera develops may not
progress through clinical development or receive required
regulatory approvals within expected timelines or at all. In
addition, clinical trials may not confirm any safety, potency or
other product characteristics described or assumed in this press
release. Such product candidates may not be beneficial to patients
or be successfully commercialized. The failure to meet expectations
with respect to any of the foregoing matters may have a negative
effect on Calithera's stock price. Additional information
concerning these and other risk factors affecting Calithera's
business can be found in Calithera's periodic filings with the
Securities and Exchange Commission at www.sec.gov. These
forward-looking statements are not guarantees of future performance
and speak only as of the date hereof, and, except as required by
law, Calithera disclaims any obligation to update these
forward-looking statements to reflect future events or
circumstances.
CONTACTS: Stephanie Wong Chief
Financial Officer 650.870.1063 ir@Calithera.com
INVESTORS:
Burns McClellan Lee Roth 212.213.0006
lroth@burnsmc.co
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