NASDAQ false 0001534133 0001534133 2025-01-10 2025-01-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

January 10, 2025

Date of Report (Date of earliest event reported)

 

 

CalciMedica, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39538   45-2120079

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

505 Coast Boulevard South, Suite 307
La Jolla, California		     92037
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (858) 952-5500

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 per share   CALC   The Nasdaq Capital 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 Rule 12b-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.  ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a)

On January 10, 2025, Eric Bjerkholt tendered his resignation as a member of the board of directors (the “Board”) of CalciMedica, Inc., a Delaware corporation (the “Company”) and as Chair and a member of the audit committee of the Board, effective as of January 15, 2025 (the “Effective Date”).

Mr. Bjerkholt’s resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies, practices or otherwise.

(d)

On January 13, 2025, the Company’s Board appointed Alan Glicklich, M.D., as a Class I director of the Company, effective as of the Effective Date, with a term of office expiring at the 2027 annual meeting of stockholders. There are no arrangements or understandings between Dr. Glicklich and any other person pursuant to which he was selected as a director. In addition, there are no transactions in which Dr. Glicklich has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Pursuant to the Company’s compensation policy for non-employee directors (the “Compensation Policy”), Dr. Glicklich (i) will receive an annual cash retainer of $40,000 for service as a member of the Board, pro-rated based on days served, and (ii) will be granted on the Effective Date an option to purchase 20,000 shares of the Company’s common stock, which vests monthly over a three-year period from the date of grant, subject to Dr. Glicklich’s continuous service. Dr. Glicklich will enter into the Company’s standard form of Indemnity Agreement for directors of the Company, a copy of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 4, 2020.

 

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.

 

    CALCIMEDICA, INC.
Date: January 14, 2025     By:  

/s/ A. Rachel Leheny

      A. Rachel Leheny, Ph.D.
      Chief Executive Officer (Principal Executive Officer)
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Document and Entity Information
Jan. 10, 2025
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Entity Central Index Key 0001534133
Document Type 8-K
Document Period End Date Jan. 10, 2025
Entity Registrant Name CalciMedica, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-39538
Entity Tax Identification Number 45-2120079
Entity Address, Address Line One 505 Coast Boulevard South
Entity Address, Address Line Two Suite 307
Entity Address, City or Town La Jolla
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92037
City Area Code (858)
Local Phone Number 952-5500
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Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.0001, par value per share
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Entity Ex Transition Period false
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