Emerging Biotech CalciMedica Boosts Employee Incentives with Expanded Stock Programs

Rhea-AI Filing Summary

CalciMedica (symbol: CALC) has filed a Post-Effective Amendment No. 1 to its Form S-8 Registration Statement (No. 333-288287) on June 27, 2025. The amendment's sole purpose is to include Exhibit 23.3 - the Consent of Ernst & Young LLP as Independent Registered Public Accounting Firm - which was inadvertently omitted in the original filing.

The filing relates to the company's 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan. CalciMedica is identified as a:

• Non-accelerated filer
• Smaller reporting company
• Emerging growth company

The company is led by A. Rachel Leheny, Ph.D. as CEO and Principal Executive Officer, with Stephen Bardin serving as CFO. The board is chaired by Robert N. Wilson. The company is headquartered in La Jolla, California, and operates under Delaware jurisdiction.

As filed with the Securities and Exchange Commission on June 27, 2025

Registration No. 333-288287

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

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	 	John M. Dunn General Counsel 505 Coast Boulevard South, Suite 307 La Jolla, California 92037
(858) 550-6000	 	(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. ☐

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-288287) previously filed with the SEC on June 24, 2025 (the “Registration Statement”) is being filed solely for the purpose of filing Exhibit 23.3 thereto, which was inadvertently omitted when the Registration Statement was filed. All other portions of the Registration Statement, as previously filed, remain unchanged.

PART I

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 Baker Tilly, US, LLP, Independent Registered Public Accounting Firm.
23.2**	  	Consent of Cooley LLP. Reference is made to Exhibit 5.1.
23.3*	  	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.1**	  	Power of Attorney (included on the signature page of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-288287) filed with the SEC on June 24, 2025).
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).

 

* Filed herewith.

** Previously filed.

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 Amendment No. 1 to the 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 27, 2025.

 

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the 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 27, 2025
/S/ STEPHEN BARDIN Stephen Bardin	  	Chief Financial Officer (Principal Financial and Accounting Officer)	 	June 27, 2025
* Robert N. Wilson	  	Chairman	 	June 27, 2025
* Alan Glicklich	  	Director	 	June 27, 2025
* Frederic Guerard, Pharm.D.	  	Director	 	June 27, 2025
* Fred Middleton	  	Director	 	June 27, 2025
* Eric W. Roberts	  	Director	 	June 27, 2025
* Allan Shaw	  	Director	 	June 27, 2025

 

*By:	 	/s/ A. RACHEL LEHENY, PH.D.
	 	A. Rachel Leheny, Ph.D.
	 	Attorney-in-Fact

FAQ

What is the purpose of CALC's S-8 POS filing from June 27, 2025?

The S-8 POS (Post-Effective Amendment No. 1) was filed solely to include Exhibit 23.3, which is the Consent of Ernst & Young LLP (Independent Registered Public Accounting Firm) that was inadvertently omitted from the original S-8 Registration Statement (No. 333-288287) filed on June 24, 2025. All other portions of the original Registration Statement remain unchanged.

What equity compensation plans does CALC have registered under this S-8?

CalciMedica (CALC) has registered two equity compensation plans: 1) The 2023 Equity Incentive Plan and 2) The 2023 Employee Stock Purchase Plan. These plans are referenced in the filing and their details are included as exhibits 99.1 and 99.4 respectively.

Who is the current CEO of CalciMedica (CALC)?

A. Rachel Leheny, Ph.D. serves as the Chief Executive Officer of CalciMedica. She is also listed as a Director and signed the filing as both the CEO (Principal Executive Officer) and as Attorney-in-Fact for certain other directors.

What is CALC's company classification according to SEC definitions?

CalciMedica (CALC) is classified as a non-accelerated filer, smaller reporting company, and an emerging growth company, as indicated by the checkboxes in the filing. The company is not classified as a large accelerated filer or accelerated filer.

Who are the key executives and board members at CALC as of June 2025?

The key leadership includes: Robert N. Wilson (Chairman), A. Rachel Leheny, Ph.D. (CEO and Director), Stephen Bardin (CFO), and Directors Alan Glicklich, Frederic Guerard, Pharm.D., Fred Middleton, Eric W. Roberts, and Allan Shaw.