CALC Files S-8 to Expand 2023 Employee Equity & Purchase Plans

Rhea-AI Filing Summary

CalciMedica, Inc. filed a Form S-8 on 24 June 2025 to register additional shares of its common stock for issuance under two existing employee benefit plans: the 2023 Equity Incentive Plan and the 2023 Employee Stock Purchase Plan. The filing relies on General Instruction E, incorporating the company’s prior S-8 registrations from 2023 and 2024. Standard exhibits accompany the statement, including legal opinions, auditor consent, governing documents, and plan materials. CalciMedica is classified as a non-accelerated filer, smaller reporting company, and emerging growth company. Signatures include CEO A. Rachel Leheny, Ph.D., CFO Stephen Bardin, and the full board of directors.

Positive

• Additional shares registered ensure sufficient stock availability to continue incentivizing employees under the 2023 Equity Incentive Plan and ESPP.
• Full regulatory compliance demonstrated through incorporation of prior S-8 filings, legal opinions, and auditor consent.

Negative

• Increase in registered shares expands the pool that could be issued, which may eventually raise the total shares outstanding.

Insights

Financial Analyst

TL;DR: Routine S-8 adds shares to existing employee plans; neutral capital-raising impact.

The filing merely increases the pool of registered shares for two previously approved compensation programs. No dollar amounts, share counts, or valuation data are disclosed, and there is no change to business operations or financial guidance. Such registrations are common administrative steps for emerging growth companies to maintain workforce incentives. Investors should note that any future issuance under these plans would come from this enlarged share pool, but the filing itself does not alter current share count or capital structure until options or ESPP purchases are exercised.

Corporate Governance Expert

TL;DR: Filing maintains board-approved equity plans; governance processes appear standard.

The board and executive team have executed a standard power-of-attorney to streamline amendments, and all required consents and legal opinions are present. By incorporating prior S-8s, the company ensures continuity and regulatory compliance without duplicating disclosures. No governance red flags or unusual provisions are evident in the exhibits list or signature block.

As filed with the Securities and Exchange Commission on June 24, 2025

Registration No. 333-   

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CalciMedica, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware	 	45-2120079
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)
505 Coast Boulevard South, Suite 307 La Jolla, California	 	92037
(Address of Principal Executive Offices)	 	(Zip Code)

2023 Equity Incentive Plan

2023 Employee Stock Purchase Plan

(Full titles of the plans)

A. Rachel Leheny, Ph.D.

Chief Executive Officer

505 Coast Boulevard South, Suite 307

La Jolla, California 92037

(858) 952-5500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Thomas A. Coll Carlos Ramirez Cooley LLP 10265 Science Center Drive San Diego, California 92121 (858) 550-6000   John M. Dunn General Counsel 505 Coast Boulevard South, Suite 307 La Jolla, California 92037 (858) 952-5500

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	 	☐	  	Accelerated Filer	 	☐
Non-accelerated filer	 	☒	  	Smaller reporting company	 	☒
	 		  	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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is being filed by CalciMedica, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “SEC”) for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same employee benefit plans is effective. The Registrant previously registered its shares of common stock, par value $0.0001 per share, for issuance under (i) the Registrant’s 2023 Employee Stock Purchase Plan under the Registrant’s Registration Statements on Form S-8 filed with the SEC on May  12, 2023 (File No. 333-271898) and March 28, 2024 (File No. 333-278336) (collectively, the “Registration Statements”) and (ii) the Registrant’s 2023 Equity Incentive Plan under the Registration Statements and the Registrant’s Registration Statement on Form S-8 filed with the SEC on August 27, 2024 (File No. 333-281800) (together with the Registration Statements, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements.

ITEM 8. EXHIBITS.

 

Exhibit Number	  	Description
4.1	  	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 22, 2023).
4.2	  	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 22, 2023).
4.3	  	Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2020).
5.1	  	Opinion of Cooley LLP.
23.1	  	Consent of Independent Registered Public Accounting Firm.
23.2	  	Consent of Cooley LLP. Reference is made to Exhibit 5.1.
24.1	  	Power of Attorney. Reference is made to the signature page hereto.
99.1	  	CalciMedica, Inc. 2023 Equity Incentive Plan.
99.2	  	Form of Option Grant Notice and Option Agreement under CalciMedica, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 22, 2023).
99.3	  	Forms of Restricted Stock Unit Grant Notice and Unit Award Agreement under CalciMedica, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 22, 2023).
99.4	  	CalciMedica, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 12, 2023).
107	  	Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Jolla, State of California, on June 24, 2025.

 

CALCIMEDICA, INC.
By:	 	/s/ A. Rachel Leheny, Ph.D.
	 	A. Rachel Leheny, Ph.D.
	 	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints A. Rachel Leheny, Ph.D. and Stephen Bardin, and each of them, as true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in their names and behalf in their capacities as officers and directors to enable CalciMedica, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	  	Title	 	Date
/S/ A. RACHEL LEHENY, PH.D. A. Rachel Leheny, Ph.D.	  	Chief Executive Officer and Director (Principal Executive Officer)	 	June 24, 2025
/S/ STEPHEN BARDIN Stephen Bardin	  	Chief Financial Officer (Principal Financial and Accounting Officer)	 	June 24, 2025
/S/ ROBERT N. WILSON Robert N. Wilson	  	Chairman	 	June 24, 2025
/S/ ALAN GLICKLICH, M.D. Alan Glicklich	  	Director	 	June 24, 2025
/S/ FREDERIC GUERARD, PHARM.D. Frederic Guerard, Pharm.D.	  	Director	 	June 24, 2025
/S/ FRED MIDDLETON Fred Middleton	  	Director	 	June 24, 2025
/S/ ERIC W. ROBERTS Eric W. Roberts	  	Director	 	June 24, 2025
/S/ ALLAN SHAW Allan Shaw	  	Director	 	June 24, 2025

FAQ

What did CalciMedica (CALC) file on June 24, 2025?

CalciMedica filed a Form S-8 to register additional common shares for its 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan.

Which employee benefit plans are covered by the new S-8 registration?

The filing covers the 2023 Equity Incentive Plan and the 2023 Employee Stock Purchase Plan.

Is CalciMedica classified as a large accelerated filer?

No. CalciMedica is identified as a non-accelerated filer, smaller reporting company, and emerging growth company.

Does the S-8 include any financial results or earnings data?

No. The filing is administrative and does not contain earnings or revenue figures.

Who signed the Form S-8 on behalf of CalciMedica?

Chief Executive Officer A. Rachel Leheny, Ph.D. signed the filing, along with CFO Stephen Bardin and all directors.