CalciMedica (NASDAQ: CALC) holders back reverse split and warrant deals
Rhea-AI Filing Summary
CalciMedica, Inc. (CALC) reported results of its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the 2023 Equity Incentive Plan, increasing shares of common stock authorized for issuance under the plan by 7,500,000 and revising how the annual automatic share reserve increase is calculated.
Stockholders elected two Class III directors to terms through the 2029 annual meeting, ratified Baker Tilly US, LLP as independent auditor for 2026, and approved, on an advisory basis, executive compensation and an annual say‑on‑pay frequency. They also approved an amendment to the certificate of incorporation to permit a reverse stock split in a range of 1‑for‑2 to 1‑for‑10, with a proportional reduction in authorized common shares, to be implemented at the Board’s discretion.
In addition, stockholders approved, for Nasdaq Listing Rule 5635(d) purposes, the issuance of Series A and Series B common stock warrants and related shares under a June 23, 2026 Securities Purchase Agreement, and, under Rule 5635(c), similar warrant issuances to certain directors and officers.
Positive
- None.
Negative
- None.
Filing Explained
At the August 19 meeting, stockholders approved potential issuance of Series A and Series B warrants for up to
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Equity Plan Share Increase: 7,500,000 shares
Shares Outstanding at Record Date: 30,736,401 shares
Reverse Split Range: 1-for-2 to 1-for-10
+4 more
7 metrics
Equity Plan Share Increase
7,500,000 shares
Additional shares of common stock authorized for issuance under the 2023 Equity Incentive Plan
Shares Outstanding at Record Date
30,736,401 shares
Common stock outstanding and entitled to vote as of July 21, 2026
Reverse Split Range
1-for-2 to 1-for-10
Approved range for reverse stock split of common stock, with proportional reduction in authorized shares
Series A Warrants Capacity (Investors)
18,673,429 shares
Shares of common stock purchasable under Series A Warrants approved under Nasdaq Listing Rule 5635(d)
Series B Warrants Capacity (Investors)
18,673,429 shares
Shares of common stock purchasable under Series B Warrants approved under Nasdaq Listing Rule 5635(d)
Series A Warrants Capacity (Insiders)
1,680,565 shares
Shares of common stock purchasable under Series A Warrants to certain directors and officers under Rule 5635(c)
Proposal 6 Votes For
19,277,096 votes
Votes for the reverse stock split and authorized share reduction proposal
Key Terms
reverse stock split, pre-funded warrants, Nasdaq Listing Rule 5635(d), Nasdaq Listing Rule 5635(c), +1 more
5 terms
reverse stock split financial
"to effect a reverse stock split of the Company’s common stock at a ratio"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
pre-funded warrants financial
"shares of common stock issuable upon conversion or exercise of convertible preferred stock and pre-funded warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Nasdaq Listing Rule 5635(d) regulatory
"approved, for purposes of complying with Nasdaq Listing Rule 5635(d)"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
Nasdaq Listing Rule 5635(c) regulatory
"approved, for purposes of complying with Nasdaq Listing Rule 5635(c)"
broker non-votes financial
"Votes For | | Votes Withheld | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
FAQ
What equity incentive plan change did CalciMedica (CALC) stockholders approve?
Stockholders approved an amendment to CalciMedica’s 2023 Equity Incentive Plan adding 7,500,000 shares of common stock for issuance and updating the annual automatic share reserve increase to include shares issuable upon conversion or exercise of convertible preferred stock and pre-funded warrants.
What reverse stock split authority did CalciMedica (CALC) receive at the 2026 Annual Meeting?
Stockholders approved an amendment allowing a reverse stock split of CalciMedica’s common stock in a range of 1-for-2 to 1-for-10, with a corresponding proportional reduction in authorized shares, to be implemented at a time and ratio chosen by the Board.
What warrant issuances under Nasdaq Listing Rule 5635(d) did CalciMedica (CALC) stockholders approve?
Stockholders approved issuance of Series A Warrants to purchase up to 18,673,429 shares and Series B Warrants to purchase up to 18,673,429 shares, plus the related common shares or pre‑funded warrants, under a June 23, 2026 Securities Purchase Agreement.
What additional warrant issuances to insiders did CalciMedica (CALC) approve under Nasdaq Listing Rule 5635(c)?
Stockholders approved issuance to certain directors and officers of Series A Warrants for up to 1,680,565 shares and Series B Warrants for up to 1,680,565 shares, plus the related common shares or pre‑funded warrants upon exercise.
How did CalciMedica (CALC) stockholders vote on executive compensation and say-on-pay frequency?
Stockholders approved, on an advisory basis, the executive compensation described in the 2026 proxy and indicated a preference for annual advisory say‑on‑pay votes. The Board decided to hold future say‑on‑pay votes every year until the next required frequency vote.
Which auditor did CalciMedica (CALC) stockholders ratify for fiscal year 2026?
Stockholders ratified Baker Tilly US, LLP as CalciMedica’s independent registered public accounting firm for the year ending December 31, 2026. Votes totaled 19,388,372 for, 132,424 against, and 309,495 abstentions, with no broker non‑votes reported.
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