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3235-0058 |
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April 30, 2025 |
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| SEC FILE NUMBER |
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| 001-36644 |
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| 13089P 507 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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| (Check One): |
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☐ Form 10-K
☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended: June 30, 2022 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the transition period ended: |
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT
INFORMATION
Calithera Biosciences, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
343 Oyster Point Blvd. Suite 200
Address of Principal Executive Office (Street and Number)
South San Francisco, California 94080
City, State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule12b-25(b), the following should be completed. (Check box if appropriate)
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| ☒ |
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(a) |
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
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(c) |
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
Calithera Biosciences, Inc. was unable to file its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2022, or the Q2 Form 10-Q, with the Securities and Exchange Commission, or the SEC, within the prescribed time period due to the time required to determine the accounting impact of its Series A preferred
stock modification including the effect on earnings per share (basic and diluted).
Calithera Biosciences filed its Q2 Form
10-Q with the SEC on August 16, 2022, in accordance with Rule 12b-25.
PART IV — OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification. |
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Stephanie Wong |
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650 |
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870-1000 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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| (2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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| (3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? ☒ Yes ☐ No |
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If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
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See Appendix I for an explanation of the anticipated changes as reported in Calithera Biosciences, Inc. press release dated August 15, 2022, titled “Calithera Biosciences Reports Second Quarter 2022
Financial Results and Recent Highlights” |
Calithera Biosciences, Inc.
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: |
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August 16, 2022 |
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By: |
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/S/ STEPHANIE WONG |
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Name: Stephanie Wong |
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Title: Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the
representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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| SEC 1344 (06-19) |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |