As filed with the U.S. Securities and Exchange Commission on March 7, 2019
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Calithera Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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27-2366329
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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343 Oyster Point Blvd., Suite 200
South San Francisco, California 94080
(Address of principal executive offices) (Zip code)
Calithera Biosciences, Inc. 2014 Equity Incentive Plan
Calithera Biosciences, Inc. 2014 Employee Stock Purchase Plan
(Full title of the plans)
Susan M.
Molineaux, Ph.D.
President and Chief Executive Officer
343 Oyster Point Blvd., Suite 200
South San Francisco, California 94080
(650)
870-1000
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Barbara A. Kosacz
John
T. McKenna
Seth J. Gottlieb
Cooley LLP
3175 Hanover
Street
Palo Alto, California 94304
(650)
843-5000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount to be
Registered(1)
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Proposed
Maximum
Offering
Price per Share(3)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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2014 Equity Incentive
Plan
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1,553,364(2)
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$5.745
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$8,924,076.18
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$1,081.60
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2014 Employee Stock Purchase
Plan
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250,000(2)
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$5.745
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$1,436,250.00
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$174.08
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Total
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1,803,364
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$10,360,326.18
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$1,255.68
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also
cover any additional shares of common stock of Calithera Biosciences, Inc. that become issuable under the 2014 Equity Incentive Plan, and the 2014 Employee Stock Purchase Plan set forth herein by reason of any stock dividend, stock split,
recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrants common stock.
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(2)
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Represents additional shares of the Registrants common stock reserved for future issuance under the 2014
Equity Incentive Plan and the 2014 Employee Stock Purchase Plan by reason of the automatic increase provisions therein.
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(3)
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Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of
calculating the registration fee on the basis of $5.745, the average of the high and low prices of the Registrants common stock as reported on The NASDAQ Global Select Market on March 4, 2019.
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