Shareholders back CalciMedica incentive plan, potential 4% dilution flagged

Rhea-AI Filing Summary

CalciMedica (NASDAQ: CALC) filed an 8-K summarizing the 2025 Annual Meeting held on 24 Jun 2025.

• Equity Incentive Plan amended: share reserve increased by 600,000 shares (≈4.3 % of the 13.97 M shares outstanding).
• Three Class II directors—Rachel Leheny, Eric Roberts, Frederic Guerard—re-elected for terms ending 2028.
• Baker Tilly US ratified as independent auditor for FY 2025.

The amendment enhances retention tools but introduces incremental dilution; no additional financial data or strategic shifts were disclosed.

Positive

• Shareholders approved a 600,000-share increase in the equity plan, strengthening talent retention and alignment incentives.

Negative

• Potential dilution of roughly 4.3 % to existing holders if the additional shares are fully awarded.

Insights

Compensation Analyst

TL;DR: 600k-share pool lifts incentives; dilution limited

The approved increase raises the plan’s capacity to roughly 12 % of authorized shares, giving management latitude to grant stock in lieu of cash—important for a cash-constrained biotech. Dilution, if fully issued, is about 4.3 % and was backed by 90 % of votes cast, signalling investor tolerance. Expect higher non-cash compensation expense over time, yet cash runway remains unchanged. Strategically neutral to near-term valuation.

Governance Specialist

TL;DR: Routine governance items; oversight stability affirmed

Director slate and auditor ratification both exceeded 97 % support, reflecting strong shareholder confidence. Filing under Item 5.02 was timely, reducing compliance risk. While the share-pool expansion is within typical ISS limits, investors should monitor subsequent grants to guard against creeping dilution. Governance risk profile remains low.

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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

June 24, 2025

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 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On June 24, 2025, CalciMedica, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended 2023 Equity Incentive Plan, (the “2023 Plan” and the 2023 Plan, as amended, the “2023 Amended Plan”) to, among other things, increase the number of shares of common stock authorized for issuance under the plan by 600,000 shares. The 2023 Amended Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors on April 23, 2025. A summary of the principal features of the 2023 Amended Plan are set forth under the heading “Proposal No. 3—To Approve an Amendment to the CalciMedica, Inc. Amended 2023 Equity Incentive Plan” contained in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2025, as supplemented on June 9, 2025 (the “2025 Proxy Statement”). The summaries are qualified in their entirety by reference to the 2023 Amended Plan, filed as Exhibit 99.1 to the Company’s registration statement on Form S-8, filed with the SEC on June 24, 2025 (File No. 333-288287).

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on the proposals listed below, each of which was described in the 2025 Proxy Statement. As of April 28, 2025, the record date for the Annual Meeting, 13,971,990 shares of common stock were outstanding and entitled to vote at the Annual Meeting. The voting results are set forth below.

Proposal 1. Election of Class I Directors

The Company’s stockholders elected the three persons listed below as Class II directors, each to serve a three-year term through the Company’s 2028 annual meeting of stockholders and until a successor has been elected and qualified or until earlier resignation or removal. The final voting results are as follows:

		Votes For				Votes Withheld				Broker Non-Votes
A. Rachel Leheny, Ph.D.			9,581,539				274,011				2,555,910
Eric W. Roberts			9,556,244				299,306				2,555,910
Frederic Guerard, Pharm.D.			9,556,839				298,711				2,555,910

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s principal independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
12,275,925		135,495		40		—

Proposal 3. To Approve an Amendment to the CalciMedica, Inc. Amended 2023 Equity Incentive Plan

The Company’s stockholders approved an amendment to the 2023 Plan to, among other things, increase the number of shares of common stock authorized for issuance under the plan by 600,000 shares. The final voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,917,965		923,840		13,745		2,555,910

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		CalciMedica, Inc. 2023 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company’s registration statement on Form S-8 (File No. 333-288287), filed with the SEC on June 24, 2025).
104		Cover Page Interactive Data File (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: June 27, 2025				CalciMedica, Inc.
				By:		/s/ A. Rachel Leheny, Ph.D.
				Name:		A. Rachel Leheny, Ph.D.
				Title:		Chief Executive Officer

FAQ

How many additional shares did CALC add to its 2023 Equity Incentive Plan?

The plan’s share reserve was increased by 600,000 shares.

What was the voting outcome for CALC's equity plan amendment?

It passed with 8,917,965 votes for, 923,840 against, and 13,745 abstentions.

Which directors were elected at CALC's 2025 Annual Meeting?

Shareholders re-elected Rachel Leheny Ph.D., Eric W. Roberts, and Frederic Guerard Pharm.D. to Class II seats through 2028.

Who is CALC's independent auditor for fiscal year 2025?

Baker Tilly US, LLP was ratified with 12,275,925 votes in favor.

What percentage of shares outstanding does the new share reserve represent?

The 600,000-share increase equals approximately 4.3 % of the 13,971,990 shares outstanding on the record date.