Calithera Biosciences Announces Update on Complete Liquidation and Dissolution
May 19 2023 - 4:01PM
Calithera Biosciences, Inc. (OTC: CALA) (the “Company”) announced
that it intends to hold a special meeting of stockholders on or
about June 29, 2023 (the “Special Meeting”), for the purpose
of approving the Company’s Plan of Complete Liquidation and
Dissolution (the “Plan of Dissolution”). In January 2023, the
Company announced its intention to commence an orderly wind down of
the Company’s business and operations. The Company
continues to expect that its existing capital resources together
with the net proceeds from the sale of its assets will enable it to
meet its remaining liabilities and obligations with sufficient
reserves.
In January 2023, the Company also announced that
in light of the liquidation preference of its Series A convertible
preferred stock, even if all of the Company’s assets were converted
to cash or cash equivalents, the Company did not anticipate that
the liquidation preference will be satisfied and therefore no
liquidating distributions were expected to be made to the holders
of its common stock.
In April 2023, the Company repurchased all
outstanding shares of its Series A convertible preferred stock for
$4.0 million in cash and the grant of a contingent value right,
entitling Takeda Ventures, Inc. as the former holder of its Series
A convertible preferred stock (“Takeda”), to all the remaining
proceeds from the sale of the Company’s assets (not to exceed $31.0
million), after establishing a reserve, which will be used to pay
all expenses (including operating expenses up until the filing of a
certificate of dissolution) and other known, non-contingent
liabilities and obligations, and will include reasonable provision
for future expenses of liquidation and contingent and unknown
liabilities as required by Delaware law. In connection with
the repurchase, Takeda agreed that if the holders of the Company’s
common stock approved the Company’s Plan of Dissolution at the
Special Meeting, then the Company could distribute $0.40 per share
in a liquidating distribution to the holders of common stock prior
to any future distribution to Takeda pursuant to the contingent
value right. Based upon the number of shares of common stock
outstanding as of May 1, 2023, if the Plan of Dissolution is
approved, approximately $2.0 million will be distributed to the
holders of common stock. If the holders of common stock do not
approve the Company’s Plan of Dissolution at the Special Meeting,
then the Company will not make any liquidating distribution to the
holders of common stock pursuant to its agreement with Takeda, and
the Company expects that all proceeds from the sale of the
Company’s assets after establishing an appropriate reserve, will
ultimately be distributed to Takeda pursuant to the contingent
value right.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed Plan of
Dissolution, the Company intends to file with the Securities and
Exchange Commission (the “SEC”), a proxy statement and other
relevant materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER
SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE PLAN OF DISSOLUTION AND RELATED MATTERS
OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
CALITHERA BIOSCIENCES, INC. THE PLAN OF DISSOLUTION AND RELATED
MATTERS. Shareholders may obtain a free copy of the proxy statement
and the other relevant materials (when they become available), and
any other documents filed by the Company with the SEC, at the SEC’s
website at http://www.sec.gov.
Participants in the
Solicitation
Calithera and its executive officers and
directors may be deemed to be participants in the solicitation of
proxies from its shareholders with respect to the proposed Plan of
Dissolution and related matters, and any other matters to be voted
on at the special meeting of shareholders. Information regarding
the names, affiliations and interests of such directors and
executive officers will be included in the proxy statement (when
available). Additional information regarding such directors and
executive officers is included in Calithera’s Annual Report on Form
10-K, which was filed with the SEC on March 31, 2023. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of Calithera’s
shareholders in connection with the Plan of Dissolution and related
matters and any other matters to be voted upon at the Special
Meeting will be set forth in the proxy statement (when available).
These documents are available free of charge as described in the
preceding section.
Forward Looking Statements
Statements contained in this press release
regarding matters that are not historical facts are
“forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “may,”
“will,” “expect,” “anticipate,” “estimate,” “intend,” “poised” and
similar expressions (as well as other words or expressions
referencing future events, conditions, or circumstances) are
intended to identify forward-looking statements.
For example, all statements Calithera makes
regarding the proposed dissolution pursuant to the Plan of
Dissolution, timing of filing of the certificate of dissolution and
holding of the Special Meeting to approve the Plan of Dissolution,
the amount and timing of liquidating distributions, if any, in
connection with the dissolution, the amount of planned reserves,
and similar statements are forward-looking. All forward-looking
statements are based on estimates and assumptions by Calithera’s
management that, although Calithera believes to be reasonable, are
inherently uncertain. All forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially from those that Calithera expected. Such risks and
uncertainties include, among others, the availability, timing and
amount of liquidating distributions; the amounts that will need to
be set aside by Calithera; the adequacy of such reserves to satisfy
Calithera’s obligations; potential unknown contingencies or
liabilities, including tax claims, and Calithera’s ability to
favorably resolve them or at all; the amount of proceeds that might
be realized from the sale or other disposition of any remaining
assets; the application of, and any changes in, applicable tax
laws, regulations, administrative practices, principles and
interpretations; the incurrence by Calithera of expenses relating
to the dissolution; the ability of the board of directors to
abandon, modify or delay implementation of the Plan of Dissolution,
even after shareholder approval; and the uncertain macroeconomic
environment. These statements are also subject to a number of
material risks and uncertainties that are described in Calithera’s
most recent Annual Report on Form 10-K filed with the SEC on March
31, 2023, as updated by its subsequent filings with the SEC. Any
forward-looking statement speaks only as of the date on which it
was made. Calithera undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
law.
CONTACTS: Stephanie Wong ir@Calithera.com
650.870.1063
Calithera Biosciences (NASDAQ:CALA)
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