Calithera Biosciences Announces Board Approval of Complete Liquidation and Dissolution
January 09 2023 - 8:00AM
Calithera Biosciences, Inc. (Nasdaq: CALA), today announced that
its Board of Directors has determined, after extensive
consideration of potential strategic alternatives, that it is in
the best interests of its shareholders to dissolve the Company and
liquidate its assets, following an orderly wind down of the
company’s operations. In order to reduce costs and in connection
with the planned dissolution, Calithera is discontinuing all
clinical development programs and reducing its workforce, including
the termination of most employees by the end of the first quarter.
“The Board of Directors and management devoted substantial time
and effort in identifying and pursuing various opportunities, but
we were unable to complete a transaction that would allow us to
continue the development of our clinical programs and enhance
shareholder value,” stated Susan Molineaux, PhD, president and
chief executive officer of Calithera. “Importantly, I would like to
sincerely thank our employees and others who have supported
Calithera over the years. We appreciate your partnership and
participation, and we truly wish the outcome was different
today.”
Plan of Liquidation and Dissolution
The Board of Directors has unanimously approved the dissolution
and liquidation of the Company, subject to shareholder approval,
pursuant to a Plan of Complete Liquidation and Dissolution (the
“Plan of Dissolution”). The Company intends to call a special
meeting of its shareholders in the first calendar quarter of 2023
to seek approval of the Plan of Dissolution and will file proxy
materials relating to the special meeting with the Securities and
Exchange Commission (the “SEC”) as soon as practical. The Plan of
Dissolution contemplates an orderly wind down of the Company’s
business and operations. If the Company’s shareholders approve the
Plan of Dissolution, the Company intends to file a certificate of
dissolution, delist its shares of common stock from The Nasdaq
Global Select Market, satisfy or resolve its remaining liabilities
and obligations, including but not limited to contingent
liabilities and claims and costs associated with the dissolution
and liquidation, make reasonable provisions for unknown claims and
liabilities, and attempt to convert all of its remaining assets
into cash or cash equivalents. Upon the filing of the certificate
of dissolution, the Company intends to cease trading in its common
stock, close its stock transfer books and discontinue recording
transfers of shares of its capital stock, in accordance with
applicable law. The Company will establish a reserve, which will be
used to pay all expenses (including operating expenses up until the
filing of the certificate of dissolution) and other known,
non-contingent liabilities and obligations, and will include
reasonable provision for future expenses of liquidation and
contingent and unknown liabilities as required by Delaware law. The
Company currently expects that its existing capital resources
together with the anticipated net proceeds from the sale of certain
clinical assets will enable it to meet its remaining liabilities
and obligations with sufficient reserves. However, in light of the
liquidation preference held by the holder of its Series A
convertible preferred stock, even if all of the Company’s assets
are converted to cash or cash equivalents, the Company does not
anticipate that the liquidation preference will be satisfied and
therefore no liquidating distributions are expected to be made to
the holders of its common stock. The Company will provide an
estimate of any such amount that may be distributed to the holder
of its Series A convertible preferred stock in the proxy materials
to be filed with the SEC. The amount actually distributable,
however, may vary substantially from any estimate provided by the
Company based on a number of factors.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed Plan of Dissolution, the Company
intends to file with the SEC a proxy statement and other relevant
materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT,
ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING
MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PLAN OF DISSOLUTION AND RELATED MATTERS OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
CALITHERA BIOSCIENCES, INC. THE PLAN OF DISSOLUTION AND RELATED
MATTERS. Shareholders may obtain a free copy of the proxy statement
and the other relevant materials (when they become available), and
any other documents filed by the Company with the SEC, at the SEC’s
website at http://www.sec.gov or on the “Investors” section of
Calithera’s website at www.calithera.com.
Participants in the Solicitation
Calithera and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from its
shareholders with respect to the proposed Plan of Dissolution and
related matters, and any other matters to be voted on at the
special meeting of shareholders. Information regarding the names,
affiliations and interests of such directors and executive officers
will be included in the proxy statement (when available).
Additional information regarding such directors and executive
officers is included in Calithera’s Proxy Statement on Schedule
14A, which was filed with the SEC on April 20, 2022. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of Calithera’s
shareholders in connection with the Plan of Dissolution and related
matters and any other matters to be voted upon at the special
meeting will be set forth in the proxy statement (when available).
These documents are available free of charge as described in the
preceding section.
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.
For example, all statements Calithera makes regarding the
proposed dissolution pursuant to the Plan of Dissolution, timing of
filing of the certificate of dissolution and holding a special
shareholder meeting to approve the Plan of Dissolution, the amount
and timing of liquidating distributions, if any, in connection with
the dissolution, the amount of planned reserves, and similar
statements are forward-looking. All forward-looking statements are
based on estimates and assumptions by Calithera’s management that,
although Calithera believes to be reasonable, are inherently
uncertain. All forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially
from those that Calithera expected. Such risks and uncertainties
include, among others, the availability, timing and amount of
liquidating distributions; the amounts that will need to be set
aside by Calithera; the adequacy of such reserves to satisfy
Calithera’s obligations; potential unknown contingencies or
liabilities, including tax claims, and Calithera’s ability to
favorably resolve them or at all; the amount of proceeds that might
be realized from the sale or other disposition of any remaining
assets; the application of, and any changes in, applicable tax
laws, regulations, administrative practices, principles and
interpretations; the incurrence by Calithera of expenses relating
to the dissolution; the ability of the board of directors to
abandon, modify or delay implementation of the Plan of Dissolution,
even after shareholder approval; and the uncertain macroeconomic
environment. These statements are also subject to a number of
material risks and uncertainties that are described in Calithera’s
most recent Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 14, 2022, as updated by its
subsequent filings with the SEC. Any forward-looking statement
speaks only as of the date on which it was made. Calithera
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.
CONTACTS:Stephanie Wong ir@Calithera.com
650.870.1063
Calithera Biosciences (NASDAQ:CALA)
Historical Stock Chart
From Nov 2024 to Dec 2024
Calithera Biosciences (NASDAQ:CALA)
Historical Stock Chart
From Dec 2023 to Dec 2024