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    SEC Form S-8 POS filed by CalciMedica Inc.

    6/27/25 4:03:04 PM ET
    $CALC
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $CALC alert in real time by email
    S-8 POS 1 d917898ds8pos.htm S-8 POS S-8 POS

    As filed with the Securities and Exchange Commission on June 27, 2025

    Registration No. 333-288287

     

     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    POST-EFFECTIVE AMENDMENT NO. 1

    TO

    FORM S-8

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

     

     

    CalciMedica, Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   45-2120079

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification No.)

    505 Coast Boulevard South, Suite 307

    La Jolla, California

      92037
    (Address of Principal Executive Offices)   (Zip Code)

    2023 Equity Incentive Plan

    2023 Employee Stock Purchase Plan

    (Full titles of the plans)

    A. Rachel Leheny, Ph.D.

    Chief Executive Officer

    505 Coast Boulevard South, Suite 307

    La Jolla, California 92037

    (858) 952-5500

    (Name, address, including zip code, and telephone number, including area code, of agent for service)

     

     

    Copies to:

     

    Thomas A. Coll

    Carlos Ramirez

    Cooley LLP

    10265 Science Center Drive

    San Diego, California 92121

     

    John M. Dunn

    General Counsel

    505 Coast Boulevard South, Suite 307

    La Jolla, California 92037

    (858) 550-6000   (858) 952-5500

     

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-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. ☐

     

     
     


    EXPLANATORY NOTE

    This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-288287) previously filed with the SEC on June 24, 2025 (the “Registration Statement”) is being filed solely for the purpose of filing Exhibit 23.3 thereto, which was inadvertently omitted when the Registration Statement was filed. All other portions of the Registration Statement, as previously filed, remain unchanged.

    PART I

    ITEM 8. EXHIBITS.

     

    Exhibit
    Number
      

    Description

      4.1    Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 22, 2023).
      4.2    Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 22, 2023).
      4.3    Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2020).
      5.1**    Opinion of Cooley LLP.
     23.1**    Consent of Baker Tilly, US, LLP, Independent Registered Public Accounting Firm.
     23.2**    Consent of Cooley LLP. Reference is made to Exhibit 5.1.
     23.3*    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
     24.1**    Power of Attorney (included on the signature page of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-288287) filed with the SEC on June 24, 2025).
     99.1**    CalciMedica, Inc. 2023 Equity Incentive Plan.
     99.2    Form of Option Grant Notice and Option Agreement under CalciMedica, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 22, 2023).
     99.3    Forms of Restricted Stock Unit Grant Notice and Unit Award Agreement under CalciMedica, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 22, 2023).
     99.4    CalciMedica, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 12, 2023).

     

    *

    Filed herewith.

    **

    Previously filed.


    SIGNATURES

    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 Form S-8 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Jolla, State of California, on June 27, 2025.

     

    CALCIMEDICA, INC.
    By:  

    /s/ A. Rachel Leheny, Ph.D.

      A. Rachel Leheny, Ph.D.
      Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement on Form S-8, has been signed by the following persons in the capacities and on the dates indicated.

     

    Signature

      

    Title

     

    Date

    /S/ A. RACHEL LEHENY, PH.D.

    A. Rachel Leheny, Ph.D.

       Chief Executive Officer and Director
    (Principal Executive Officer)
      June 27, 2025

    /S/ STEPHEN BARDIN

    Stephen Bardin

      

    Chief Financial Officer

    (Principal Financial and Accounting Officer)

      June 27, 2025

    *

    Robert N. Wilson

       Chairman   June 27, 2025

    *

    Alan Glicklich

       Director   June 27, 2025

    *

    Frederic Guerard, Pharm.D.

       Director   June 27, 2025

    *

    Fred Middleton

       Director   June 27, 2025

    *

    Eric W. Roberts

       Director   June 27, 2025

    *

    Allan Shaw

       Director   June 27, 2025

     

    *By:   /s/ A. RACHEL LEHENY, PH.D.
      A. Rachel Leheny, Ph.D.
      Attorney-in-Fact
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