Calithera Biosciences Announces 1-for-20 Reverse Stock Split

Rhea-AI Summary

Calithera Biosciences (CALA) announced a 1-for-20 reverse stock split effective June 14, 2022, to comply with Nasdaq's $1 minimum bid price requirement. The split will combine every twenty shares into one, resulting in approximately 4,865,000 shares outstanding. The decision follows approval from stockholders at the 2022 Annual Meeting. This action aims to maintain its listing on the Nasdaq Global Select Market. Additional details can be found in the definitive proxy statement filed on April 20, 2022.

Positive

• The reverse stock split aims to ensure compliance with Nasdaq listing requirements.

Negative

• The need for a reverse stock split may indicate underlying stock price weakness.

SOUTH SAN FRANCISCO, Calif., June 14, 2022 (GLOBE NEWSWIRE) -- 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 Biosciences
Calithera 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

FAQ

What is the purpose of Calithera's reverse stock split?

The reverse stock split is intended to help Calithera comply with Nasdaq's $1 minimum bid price requirement.

When did Calithera's reverse stock split take effect?

The reverse stock split took effect on June 14, 2022, at 5:00 PM Eastern Time.

How many shares will be outstanding after Calithera's reverse stock split?

After the reverse stock split, there will be approximately 4,865,000 shares of Calithera's common stock outstanding.

What will happen to fractional shares after the reverse stock split?

Stockholders will receive cash in lieu of fractional shares based on the closing sales price of Calithera's stock.