UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
On June 24, 2025, CalciMedica, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended 2023 Equity Incentive Plan, (the “2023 Plan” and the 2023 Plan, as amended, the “2023 Amended Plan”) to, among other things, increase the number of shares of common stock authorized for issuance under the plan by 600,000 shares. The 2023 Amended Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors on April 23, 2025. A summary of the principal features of the 2023 Amended Plan are set forth under the heading “Proposal No. 3—To Approve an Amendment to the CalciMedica, Inc. Amended 2023 Equity Incentive Plan” contained in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2025, as supplemented on June 9, 2025 (the “2025 Proxy Statement”). The summaries are qualified in their entirety by reference to the 2023 Amended Plan, filed as Exhibit 99.1 to the Company’s registration statement on Form S-8, filed with the SEC on June 24, 2025 (File No. 333-288287).
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on the proposals listed below, each of which was described in the 2025 Proxy Statement. As of April 28, 2025, the record date for the Annual Meeting, 13,971,990 shares of common stock were outstanding and entitled to vote at the Annual Meeting. The voting results are set forth below.
Proposal 1. Election of Class I Directors
The Company’s stockholders elected the three persons listed below as Class II directors, each to serve a three-year term through the Company’s 2028 annual meeting of stockholders and until a successor has been elected and qualified or until earlier resignation or removal. The final voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes |
||||||||||
| A. Rachel Leheny, Ph.D. |
9,581,539 | 274,011 | 2,555,910 | |||||||||
| Eric W. Roberts |
9,556,244 | 299,306 | 2,555,910 | |||||||||
| Frederic Guerard, Pharm.D. |
9,556,839 | 298,711 | 2,555,910 | |||||||||
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s principal independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
Broker | |||
| 12,275,925 | 135,495 | 40 | — |
Proposal 3. To Approve an Amendment to the CalciMedica, Inc. Amended 2023 Equity Incentive Plan
The Company’s stockholders approved an amendment to the 2023 Plan to, among other things, increase the number of shares of common stock authorized for issuance under the plan by 600,000 shares. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
Broker | |||
| 8,917,965 | 923,840 | 13,745 | 2,555,910 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | CalciMedica, Inc. 2023 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company’s registration statement on Form S-8 (File No. 333-288287), filed with the SEC on June 24, 2025). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 27, 2025 | CalciMedica, Inc. | |||||
| By: | /s/ A. Rachel Leheny, Ph.D. | |||||
| Name: | A. Rachel Leheny, Ph.D. | |||||
| Title: | Chief Executive Officer | |||||