UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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)
Delaware | 001-36644 | 27-2366329 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
343 Oyster Point Blvd., Suite 200 South San Francisco, California | 94080 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (650)870-1000
Check the appropriate box below if the Form8-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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.0001 par value | CALA | The Nasdaq Global Select Market |
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 Rule12b-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 a30-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 FormS-3 (Registration StatementNo. 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.
Exhibit No. | Description | |
1.1 | Underwriting Agreement, dated June 18, 2019. | |
5.1 | Opinion of Cooley LLP. | |
23.1 | Consent of Cooley LLP (contained in Exhibit 5.1). |
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.
Dated: June 19, 2019 | Calithera Biosciences, Inc. | |||||
By: | /s/ Susan M. Molineaux | |||||
Susan M. Molineaux | ||||||
President and Chief Executive Officer |