Does CalciMedica (CALC) report any disagreement related to Fred Middleton’s retirement?

CalciMedica explicitly states that Mr. Middleton’s retirement is not the result of any disagreement with the company. This includes matters relating to its operations, policies, practices, or any other issues, indicating a planned transition rather than a dispute-driven departure.

CalciMedica adds new director to board

CalciMedica, Inc. reported changes to its board of directors.

Accepted by SEC EDGAR 07/07/2026 - 04:10 PM EDT

Filing Impact

(Moderate)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

CalciMedica, Inc. reported changes to its board of directors. On July 2, 2026, the board expanded from seven to eight members and appointed Evgeny Zaytsev, M.D., Ph.D. as a Class I director, with a term running until the 2027 annual meeting of stockholders.

Under the company’s non-employee director compensation policy, he will receive a pro-rated annual cash retainer of $40,000 and an option to purchase 20,000 shares of common stock, vesting monthly over three years from July 2, 2026, subject to continuous service. CalciMedica also disclosed that director Fred Middleton intends to retire effective at the 2026 annual meeting, at which time the board size will return to seven, and that his retirement does not stem from any disagreement with the company.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

Board size after expansion: 8 directors Board size after retirement: 7 directors Annual cash retainer: $40,000 +3 more

6 metrics

Board size after expansion 8 directors Increased from seven on July 2, 2026

Board size after retirement 7 directors To be reduced upon 2026 annual meeting

Annual cash retainer $40,000 Non-employee director cash retainer, pro-rated

Stock option grant 20,000 shares Option granted to Dr. Zaytsev, vests over three years

Appointment effective date July 2, 2026 Effective date of Dr. Zaytsev’s board appointment

Term end for new director 2027 annual meeting Expiration of Dr. Zaytsev’s Class I director term

Key Terms

Class I director, Nominating and Corporate Governance Committee, Compensation Policy, Indemnity Agreement, +1 more

5 terms

Class I director financial

"appointed Evgeny Zaytsev, M.D., Ph.D., as a Class I director of the Company"

A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.

Nominating and Corporate Governance Committee financial

"upon recommendation of the Nominating and Corporate Governance Committee of the Board"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Compensation Policy financial

"Pursuant to the Company’s compensation policy for non-employee directors (the “Compensation Policy”)"

Indemnity Agreement financial

"will enter into the Company’s standard form of Indemnity Agreement for directors of the Company"

Item 404(a) of Regulation S-K regulatory

"no transactions in which Dr. Zaytsev has an interest that would require disclosure under Item 404(a) of Regulation S-K"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CalciMedica (CALC) announce in this July 2026 Form 8-K?

CalciMedica announced a board expansion and director changes. The board increased from seven to eight members, appointed Dr. Evgeny Zaytsev as a Class I director, and disclosed that long-serving director Fred Middleton will retire at the 2026 annual meeting of stockholders.

Who is Evgeny Zaytsev and what is his role at CalciMedica (CALC)?

Evgeny Zaytsev, M.D., Ph.D., has been appointed a Class I director. He joins CalciMedica’s board effective July 2, 2026, with his term expiring at the 2027 annual meeting of stockholders. The company states there are no related-party transactions requiring disclosure.

What compensation will Dr. Zaytsev receive as a CalciMedica (CALC) director?

Dr. Zaytsev will receive an annual cash retainer of $40,000, pro-rated based on days served. He was also granted an option to purchase 20,000 CalciMedica common shares, vesting monthly over three years from July 2, 2026, subject to his continuous board service.

How many CalciMedica (CALC) stock options were granted to Dr. Zaytsev?

CalciMedica granted Dr. Zaytsev an option to purchase 20,000 shares of its common stock. The option vests in monthly installments over a three-year period starting July 2, 2026, conditioned on his continued service as a non-employee director on the board.

When will CalciMedica (CALC) director Fred Middleton retire from the board?

Fred Middleton informed the board he will retire effective at CalciMedica’s 2026 annual meeting of stockholders. After his retirement, the board size will be reduced from eight back to seven directors, and the company states his retirement is not due to any disagreement.

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

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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

     Date of Report (Date of earliest event reported): July 2, 2026

    

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 307
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 obligation 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, par value $0.0001 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 2, 2026, the board of directors (the “Board”) of CalciMedica, Inc., a Delaware corporation (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), increased the size of the Board from seven directors to eight directors. The Board, upon recommendation of the Nominating Committee, appointed Evgeny Zaytsev, M.D., Ph.D., as a Class I director of the Company, effective immediately, with a term of office expiring at the 2027 annual meeting of stockholders. There are no arrangements or understandings between Dr. Zaytsev and any other person pursuant to which he was selected as a director. In addition, there are no transactions in which Dr. Zaytsev has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Pursuant to the Company’s compensation policy for non-employee directors (the “Compensation Policy”), Dr. Zaytsev (i) will receive an annual cash retainer of $40,000 for service as a member of the Board, pro-rated based on days served, and (ii) was granted an option to purchase 20,000 shares of the Company’s common stock, which vests monthly over a three-year period from July 2, 2026, subject to Dr. Zaytsev’s continuous service. Dr. Zaytsev will enter into the Company’s standard form of Indemnity Agreement for directors of the Company, a copy of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 4, 2020.

On July 2, 2026, Fred Middleton informed the Board of his intention to retire from the Board effective on the Company’s 2026 annual meeting of the stockholders. On Mr. Middleton’s retirement, the size of the Board will be decreased to seven directors.

Mr. Middleton’s retirement is not the result of any disagreement with the Company on any matter relating to its operations, policies, practices or otherwise.

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:	July 7, 2026	By:	/s/ A. Rachel Leheny, Ph. D.
		Name: Title:	A. Rachel Leheny, Ph. D. Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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