CalciMedica Raises $5M in Private Placement of Stock & Warrants

TL;DR

**CALC just raised $5M via stock and warrant sale, expect dilution.**

AI Summary

CalciMedica, Inc. (NASDAQ: CALC) announced on January 19, 2024, that it entered into a material definitive agreement, specifically a Securities Purchase Agreement, to sell 1,666,667 shares of its common stock and warrants to purchase an additional 1,666,667 shares. This private placement, priced at $3.00 per share and accompanying warrant, is expected to generate gross proceeds of approximately $5.0 million. This matters to investors because it's a dilutive financing event, increasing the number of outstanding shares and potentially impacting the stock price, while also providing capital for the company's operations.

Why It Matters

This capital raise provides CalciMedica with additional funding for its operations but also dilutes existing shareholders due to the issuance of new shares and warrants.

Risk Assessment

Risk Level: medium — The private placement introduces dilution for existing shareholders and the warrants could lead to further dilution if exercised, creating downward pressure on the stock price.

Analyst Insight

A smart investor would monitor CalciMedica's stock for potential dips due to dilution and evaluate the company's use of the new capital to determine if it strengthens long-term prospects despite the short-term dilution.

Key Numbers

• $5.0 million — Gross Proceeds (Amount raised by CalciMedica from the private placement)
• 1,666,667 — Shares Sold (Number of common stock shares issued in the private placement)
• 1,666,667 — Warrants Issued (Number of warrants to purchase common stock issued)
• $3.00 — Price Per Unit (Purchase price for one share of common stock and one warrant)

Key Players & Entities

• CalciMedica, Inc. (company) — the registrant issuing securities
• $5.0 million (dollar_amount) — gross proceeds from the private placement
• January 19, 2024 (date) — date of the earliest event reported and entry into the agreement
• 1,666,667 (dollar_amount) — number of shares of common stock sold
• $3.00 (dollar_amount) — purchase price per share and accompanying warrant

Forward-Looking Statements

• CalciMedica's stock price will experience short-term downward pressure due to dilution from the new share issuance. (CalciMedica, Inc.) — medium confidence, target: 2024-02-19
• The company will utilize the $5.0 million in gross proceeds to fund ongoing research and development or general corporate purposes. (CalciMedica, Inc.) — high confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share CALC The Nasdaq Capital M
• $3.70 — nd accompanying Common Warrants will be $3.70 (or $4.3915 for directors, employees or
• $4.3915 — nying Common Warrants will be $3.70 (or $4.3915 for directors, employees or consultants
• $3.6999 — icipating in the Private Placement) (or $3.6999 per Pre-Funded Warrant and accompanying
• $20.4 m — proceeds from the Private Placement of $20.4 million, before deducting fees to the pla
• $34.2 million — ceive up to an additional approximately $34.2 million upon exercise of the Warrants for an ag
• $55 million — for an aggregate of up to approximately $55 million. Warrants The Pre-Funded Warrants h
• $5.36 — at an exercise price per share equal to $5.36 (or $5.3599 per Pre-Funded Warrant).
• $5.3599 — cise price per share equal to $5.36 (or $5.3599 per Pre-Funded Warrant). The Tranche
• $7.15 — at an exercise price per share equal to $7.15 (or $7.1499 per Pre-Funded Warrant).
• $7.1499 — cise price per share equal to $7.15 (or $7.1499 per Pre-Funded Warrant). A holder of
• $11.2 million — uivalents and short-term investments of $11.2 million. Based on the Company's current operati

Filing Documents

• d738337d8k.htm (8-K) — 50KB
• d738337dex41.htm (EX-4.1) — 93KB
• d738337dex42.htm (EX-4.2) — 92KB
• d738337dex43.htm (EX-4.3) — 85KB
• d738337dex44.htm (EX-4.4) — 83KB
• d738337dex101.htm (EX-10.1) — 193KB
• d738337dex102.htm (EX-10.2) — 84KB
• d738337dex991.htm (EX-99.1) — 16KB
• g738337g0121172533798.jpg (GRAPHIC) — 5KB
• 0001193125-24-011738.txt ( ) — 1028KB
• calc-20240119.xsd (EX-101.SCH) — 3KB
• calc-20240119_lab.xml (EX-101.LAB) — 18KB
• calc-20240119_pre.xml (EX-101.PRE) — 11KB
• d738337d8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On January 19, 2024, CalciMedica, Inc. (the "Company") and certain accredited investors (each an "Investor" and collectively, the "Investors") entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company agreed to sell and issue to the Investors in a private placement (the "Private Placement") an aggregate of 5,113,812 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and, to certain investors, in lieu of Shares, pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate of 351,352 shares of Common Stock. In each case, each Share (and/or Pre-Funded Warrant) will be accompanied by one Tranche A warrant (the "Tranche A Common Warrant") to purchase one half of a share of Common Stock and one Tranche B warrant (the "Tranche B Common Warrant" and, together with the Tranche A Common Warrant, the "Common Warrants") to purchase one half of a share of common stock, for an aggregate of up to 5,465,164 shares of Common Stock underlying the Common Warrants. The Purchase Price per Share and accompanying Common Warrants will be $3.70 (or $4.3915 for directors, employees or consultants participating in the Private Placement) (or $3.6999 per Pre-Funded Warrant and accompanying Common Warrants, which represents the price of $3.70 per Share and accompanying Common Warrants minus the $0.0001 per share exercise price of each such Pre-Funded Warrant). In connection with the Private Placement, the Company and the Investors will enter into a Registration Rights Agreement at the initial closing (the "Registration Rights Agreement"), pursuant to which the Company will grant certain registration rights to the Investors with respect to their Shares and the shares of Common Stock underlying their Common Warrants and Pre-Funded Warrants (collectively, the "Warrants") (as further described

02

Item 2.02 Results of Operations and Financial Condition Based on current estimates, as of December 31, 2023, the Company had cash, cash equivalents and short-term investments of $11.2 million. Based on the Company's current operating plan, the Company believes the upfront net proceeds from the Private Placement combined with current cash, cash equivalents and short-term investments are expected to be sufficient to fund the Company's ongoing and planned Phase 2 clinical trials for Auxora in AP and AKI, respectively. The aggregate net proceeds (assuming exercise of all Warrants) are expected to be sufficient to fund subsequent, potentially pivotal, clinical trials and other work in the Company's AP and AKI programs. 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 year ended December 31, 2023 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.

02

Item 3.02 Unregistered Shares of Equity Securities. The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investors in the Securities Purchase Agreement, the offering and sale of the securities was made in reliance on the exemption afforded by Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"), and corresponding provisions of state securities or "blue sky" laws. The Shares, Warrants and Placement Agent Warrant (including the shares of Common Stock underlying the Warrants and Placement Agent Warrant) have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the Securities did not involve a public offering and was made without general solicitation or general advertising. The Investors represented that they are accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that they are acquiring the securities for investment purposes only and not with a view to any resale, distribution or other disposition of the securities in violation of the U.S. federal securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01

Item 7.01 Regulation FD Disclosure. On January 22, 2024, the Company issued a press release announcing the Private Placement. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including 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 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act or the Exchange Act.

01

Item 8.01 Other Events. The information contained in Item 2.02 of this Current Report on Form 8-K is hereby incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements which include, but are not limited to, statements regarding the timing, terms and completion of the Private Placement; expected gross proceeds from the Private Placement and any additional gross proceeds that may be received by the Company upon exercise, if any, of the Warrants; the expected use of proceeds from the Private Placement; the Company's estimated cash, cash equivalents and short-term investments as of December 31, 2023; expectations that the aggregate net proceeds (if received) together with the Company's estimated cash, cash equivalents and short-term investments would be sufficient to fund subsequent, potentially pivotal, clinical trials and other work in the Company's AP and AKI programs; and the Company's plans and expected timing with respect to its ongoing and planned clinical trials, including the milestones, data announcements, expected enrollment, potential benefits of and any other potential results related thereto. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company's expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the completion of the audit of the Company's financial statements for the year ended December 31, 2023; the impact of fluctuations in global financial markets on the Company's business and the actions it may take in response thereto; the Company's ability to execute its plans and strategies; the ability to obtain and maintain regulatory approval for Auxora; results from clinical trials may not be indicative of results that may be observed in the future; potential safety and other compl

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Tranche A Common Warrant 4.2 Form of Tranche B Common Warrant 4.3 Form of Pre-Funded Warrant 4.4 Form of Placement Agent Warrant 10.1* Securities Purchase Agreement, dated January 19, 2024, by and among CalciMedica, Inc. and the persons party thereto 10.2 Form of Registration Rights Agreement by and among CalciMedica, Inc. and the persons party thereto 99.1 Press Release, dated January 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

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 22, 2024 By: /s/ A. Rachel Leheny, Ph. D. Name: A. Rachel Leheny, Ph. D. Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR