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CalciMedica (Nasdaq: CALC) sets reverse split, reduces authorized stock

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CalciMedica, Inc. (CALC) approved and is implementing a 1-for-5 reverse stock split of its outstanding common stock and a reduction of authorized common shares from 500,000,000 to 100,000,000 through a Certificate of Amendment filed in Delaware.

The amendment becomes effective at 5:00 p.m. Eastern Time on August 28, 2026. Every five issued and outstanding common shares will be combined into one share, with no change in par value. Equity awards, warrants and plan reserves will be adjusted proportionately, and holders otherwise entitled to fractional shares will receive cash instead. CALC shares will begin trading on a split-adjusted basis on August 31, 2026 on The Nasdaq Capital Market under the same ticker.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Reverse stock split ratio 1-for-5 Every five shares of issued and outstanding common stock will be combined into one share at the effective time
Authorized common shares before reduction 500,000,000 shares Total authorized common stock prior to the Shares Reduction
Authorized common shares after reduction 100,000,000 shares Total authorized common stock after the Shares Reduction in the Amendment
Effective time of reverse stock split 5:00 p.m. Eastern Time on August 28, 2026 Time and date when the Certificate of Amendment becomes effective
Split-adjusted trading start date August 31, 2026 Date CALC common stock begins trading on a split-adjusted basis on The Nasdaq Capital Market
New CUSIP number 38942Q301 CUSIP for CalciMedica common stock following the reverse stock split
reverse stock split financial
"to effect a one-for-five (1-for-5) reverse stock split (the “Reverse Stock Split”)"
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.
authorized shares financial
"a reduction in the total number of authorized shares of its common stock from 500,000,000 to 100,000,000"
Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.
restricted stock unit financial
"all outstanding restricted stock unit awards and warrants will be proportionately adjusted"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
equity compensation plans financial
"the number of shares reserved for issuance under the Company’s equity compensation plans"
Equity compensation plans are programs that give employees or directors a stake in a company through stock, options, or restricted shares, like handing workers a slice of the ownership pie instead of only a paycheck. They matter to investors because they align staff incentives with company performance and can change the number of shares outstanding, which affects per-share earnings and shareholder value, so investors watch their size and terms closely.
CUSIP number financial
"The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 38942Q301"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

FAQ

What reverse stock split did CALC announce and what is the ratio?

CalciMedica, Inc. announced a one-for-five (1-for-5) reverse stock split. At the effective time, every five shares of issued and outstanding common stock will automatically be combined into one issued and outstanding share, with no change in par value per share.

When does CalciMedica’s (CALC) reverse stock split become effective?

The reverse stock split becomes effective at 5:00 p.m. Eastern Time on August 28, 2026. CalciMedica’s common stock will begin trading on a split-adjusted basis on August 31, 2026 on The Nasdaq Capital Market under the same ticker symbol CALC.

How are CALC’s authorized shares changing in this amendment?

The total number of authorized shares of common stock is being reduced from 500,000,000 to 100,000,000. This reduction is part of the same Certificate of Amendment that implements the one-for-five reverse stock split of CalciMedica’s outstanding common stock.

How will CalciMedica (CALC) handle fractional shares from the reverse split?

No fractional shares will be issued. Stockholders of record who would otherwise receive a fractional share from the reverse stock split will instead receive a cash payment in lieu of the fractional share, as described by CalciMedica.

Will the CALC ticker or CUSIP change after the reverse stock split?

The ticker symbol will remain CALC, but the common stock will trade on a split-adjusted basis. The company states that the new CUSIP number for its common stock following the reverse stock split is 38942Q301.

How does the reverse stock split affect CALC stock options, RSUs and warrants?

CalciMedica states that stock options, restricted stock units and warrants will be adjusted proportionately. The number of shares issuable and amounts reserved under equity plans will decrease in line with the 1-for-5 ratio, and option exercise prices will increase proportionately.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
NASDAQ false 0001534133 --12-31 0001534133 2026-08-27 2026-08-27
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 27, 2026

Date of Report (Date of earliest event reported)

 

 

CalciMedica, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39538   45-2120079

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

505 Coast Boulevard South, Suite 300-9

La Jolla, California

  92037
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 952-5500

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   CALC   The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 27, 2026, CalciMedica, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a one-for-five (1-for-5) reverse stock split (the “Reverse Stock Split”) of its outstanding common stock and a reduction in the total number of authorized shares of its common stock from 500,000,000 to 100,000,000 (the “Shares Reduction”). The Amendment will be effective at 5:00 p.m. Eastern Time on August 28, 2026. A series of alternate amendments to effect (i) a reverse stock split and (ii) a reduction in the total number of authorized shares of the Company’s common stock was approved by the Company’s stockholders at the Company’s 2026 Annual Meeting of Stockholders held on August 19, 2026, and the specific one-for-five (1-for-5) Reverse Stock Split and corresponding Shares Reduction was subsequently approved by the Company’s board of directors on August 19, 2026.

The Amendment provides that, at the effective time of the Amendment, every five (5) shares of the Company’s issued and outstanding common stock will automatically be combined into one (1) issued and outstanding share of common stock and the authorized shares of the Company’s common stock will be reduced from 500,000,000 to 100,000,000, without any change in par value per share. The Reverse Stock Split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the Amendment. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options issued by the Company and outstanding immediately prior to the effective time of the Amendment, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options and a proportionate increase in the exercise price of all such stock options. In addition, all outstanding restricted stock unit awards and warrants will be proportionately adjusted, and the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time of the Amendment will be reduced proportionately.

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the Reverse Stock Split results in any stockholder owning only a fractional share).

The Company’s common stock will begin trading on The Nasdaq Capital Market under the same ticker symbol “CALC” on a split-adjusted basis when the market opens on August 31, 2026. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 38942Q301.

The foregoing description is qualified in its entirety by the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

Number

  

Description

 3.1    Certificate of Amendment to Amended and Restated Certificate of Incorporation of CalciMedica, Inc., effective August 28, 2026
104    Cover Page from this Current Report on Form 8-K (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: August 27, 2026   CalciMedica, Inc.
    By:  

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

    Name:   A. Rachel Leheny, Ph.D.
    Title:   Chief Executive Officer

Filing Exhibits & Attachments

4 documents