As filed with the U.S. Securities and Exchange Commission on March 11, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Calithera Biosciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 27-2366329 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
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, anon-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 Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share(3) | Proposed Maximum Aggregate Offering Price(3) | Amount of Registration Fee | ||||
Common Stock, par value $0.0001 per share | ||||||||
– 2014 Equity Incentive Plan | 2,540,570(2) | $5.59 | $14,201,786.30 | $1,843.39 | ||||
– 2014 Employee Stock Purchase Plan | 250,000(2) | $5.59 | $1,397,500.00 | $181.40 | ||||
Total | 2,790,570 | $15,599,286.30 | $2,024.79 | |||||
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(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), 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 Registrant’s common stock. |
(2) | Represents additional shares of the Registrant’s 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. |
(3) | 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 $5.59, the average of the high and low prices of the Registrant’s common stock as reported on The Nasdaq Global Select Market on March 9, 2020. |
EXPLANATORY NOTE
Calithera Biosciences, Inc. (the “Registrant”) is filing this Registration Statement onForm S-8 for the purpose of registering an additional (a) 2,540,570 shares of its common stock, par value $0.0001 per share (the “Common Stock”), issuable to eligible persons under the 2014 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s registration statements onForm S-8 filed on (i) October 2, 2014 (FileNo. 333-199126), (ii)May 11, 2015 (FileNo. 333-204056), (iii)March 15, 2016 (FileNo. 333-210193), (iv)March 16, 2017 (FileNo. 333-216740), (v)March 8, 2018 (FileNo. 333-223533) and (vi) March 7, 2019 (FileNo. 333-230131) (the “Prior FormsS-8”), and (b) 250,000 shares of Common Stock issuable to eligible persons under the 2014 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Prior FormsS-8.
PART II
ITEM 3. | INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
Pursuant to General Instruction E to FormS-8, the contents of the Prior FormsS-8 are incorporated by reference herein.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. | EXHIBITS |
Incorporated by Reference | ||||||||||
Exhibit Number | Description | Schedule Form | File Number | Exhibit | Filing Date | |||||
4.1 | Amended and Restated Certificate of Incorporation of Calithera Biosciences, Inc. | 8-K | 001-36644 | 3.1 | October 10, 2014 | |||||
4.2 | Amended and Restated Bylaws of Calithera Biosciences, Inc. | S-1 | 333-198355 | 3.4 | September 19, 2014 | |||||
4.3 | Form of Common Stock Certificate | S-1 | 333-198355 | 4.1 | September 25, 2014 | |||||
5.1* | Opinion of Cooley LLP. | |||||||||
23.1* | Consent of Independent Registered Public Accounting Firm. | |||||||||
23.2* | Consent of Cooley LLP (included in Exhibit 5.1). | |||||||||
24.1* | Power of Attorney (see signature page hereto). | |||||||||
99.1 | Calithera Biosciences, Inc. 2014 Equity Incentive Plan. | S-1 | 333-198355 | 10.4 | September 25, 2014 |
Incorporated by Reference | ||||||||||
Exhibit Number | Description | Schedule Form | File Number | Exhibit | Filing Date | |||||
99.2 | Forms of option agreement and option grant notice under the Calithera Biosciences, Inc. 2014 Equity Incentive Plan. | S-1 | 333-198355 | 10.5 | September 25, 2014 | |||||
99.3 | 2014 Equity Incentive Plan. | S-1 | 333-198355 | 10.4 | September 25, 2014 | |||||
99.4 | Forms of option agreement and option grant notice for 2014 Equity Incentive Plan. | S-1 | 333-198355 | 10.5 | September 25, 2014 | |||||
99.5 | 2014 Employee Stock Purchase Plan. | S-1 | 333-198355 | 10.6 | September 25, 2014 |
* | Filed herewith |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of South San Francisco, State of California, on March 11, 2020.
CALITHERA BIOSCIENCES, INC. | ||
By: | /s/ Susan M. Molineaux | |
Susan M. Molineaux, Ph.D. | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Susan M. Molineaux, Ph.D. and Stephanie Wong, and each or any one of them, his or her true and lawfulattorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Susan M. Molineaux | President, Chief Executive Officer and Director(Principal Executive Officer and Principal Financial Officer) | |||
Susan M. Molineaux, Ph.D.
| March 11, 2020 | |||
/s/ Stephanie Wong | Senior Vice President, Finance and Secretary(Principal Accounting Officer) | |||
Stephanie Wong | March 11, 2020 | |||
/s/ Sunil Agarwal | Director | |||
Sunil Agarwal, M.D. | March 11, 2020 | |||
/s/ Jonathan G. Drachman | Director | |||
Jonathan G. Drachman, M.D. | March 11, 2020 | |||
/s/ Jean M. George | Director | |||
Jean M. George | March 11, 2020 | |||
/s/ Suzy Jones | Director | |||
Suzy Jones | March 11, 2020 | |||
/s/ Deepa R. Pakianathan | Director | |||
Deepa R. Pakianathan, Ph.D. | March 11, 2020 | |||
/s/ H. Ward Wolff | Director | |||
H. Ward Wolff | March 11, 2020 | |||
/s/ Blake Wise | Director | |||
Blake Wise | March 11, 2020 |