UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 2.02 | Results of Operations and Financial Condition |
Based on current estimates, as of September 30, 2024, CalciMedica, Inc. (the “Company” or “CalciMedica”) had cash, cash equivalents and short-term investments of $14.6 million.
These estimates are preliminary, unaudited and are subject to change upon completion of the Company’s financial statement closing procedures. The review of the Company’s financial statements for the three and nine months ended September 30, 2024 is ongoing and could result in changes to these amounts.
The Company’s independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary results and, accordingly, does not express an opinion or any other form of assurance about them.
The Company expects to file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 on or about November 14, 2024.
| Item 8.01 | Other Events |
Suspension of offering under Sales Agreement
On October 30, 2024, the Company issued a press release announcing the commencement of a proposed underwritten public offering of its common stock. A copy of the press release is attached hereto as Exhibit 99.1.
In connection with the Company’s proposed public offering, the Company suspended and, during the duration of the proposed public offering, is not offering any shares of its common stock pursuant to the prospectus filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2023, as amended by the prospectus supplement filed with the SEC on March 29, 2024, relating to the At the Market Offering Agreement, dated August 11, 2023 (the “Sales Agreement”), by and between the Company and H.C. Wainwright & Co., LLC. The Company will not make any sales of common stock pursuant to the Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”) nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The information contained in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information contained in Exhibit 99.1 shall not be incorporated by reference into any filing we make with the SEC, whether before or after the date hereof, regardless of any general incorporation language in such filing.
Cautionary Statement Regarding Forward Looking Statements
Any statements in this Current Report on Form 8-K about future expectations, plans and prospects for CalciMedica, including statements about the timing, terms and completion of the underwritten public offering, and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: CalciMedica’s inability, or the inability of underwriters, to satisfy the conditions to closing for the proposed underwritten public offering; and economic, business, competitive, and/or regulatory factors affecting the business of
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CalciMedica generally. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” in CalciMedica’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 12, 2024, and other filings CalciMedica makes with the SEC from time to time and available at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. CalciMedica undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
The forward-looking statements included in this Current Report on Form 8-K are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release dated October 30, 2024. | |
| 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.
| CalciMedica, Inc. | ||||||
| Date: October 30, 2024 | By: | /s/ A. Rachel Leheny, Ph.D. | ||||
| Name: | A. Rachel Leheny, Ph.D. | |||||
| Title: | Chief Executive Officer | |||||