 As filed with the U.S. Securities and Exchange Commission on March 16, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Calithera Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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27-2366329
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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343 Oyster Point Blvd., Suite 200
South San Francisco, California 94080
(Address of principal executive offices) (Zip code)
Calithera Biosciences, Inc. 2014 Equity Incentive Plan
Calithera Biosciences, Inc. 2014 Employee Stock Purchase Plan
(Full title of the plans)
Susan M. Molineaux, Ph.D.
President and Chief Executive Officer
343 Oyster Point Blvd., Suite 200
South San Francisco, California 94080
(650) 870-1000
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Barbara A. Kosacz
John T. McKenna
Seth J. Gottlieb
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer
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☒
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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– 2014 Equity Incentive Plan
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860,074
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$12.075
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$10,385,393.55
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$1,203.67
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– 2014 Employee Stock Purchase Plan
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215,018
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$12.075
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$2,596,342.35
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$300.92
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Total
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1,075,092
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$12,981,735.90
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$1,504.59
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock of Calithera Biosciences, Inc. that become issuable under the 2014 Equity Incentive Plan, and the 2014 Employee Stock Purchase Plan set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s common stock.
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(2)
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Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $12.075, the average of the high and low prices of the Registrant’s common stock as reported on The NASDAQ Select Global Market on March 9, 2017.
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EXPLANATORY NOTE
Calithera Biosciences, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional (a) 860,074 shares of its common stock, par value $0.0001 per share (the “ Common Stock ”), issuable to eligible persons under the 2014 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s registration statements on Form S-8 filed on (i) March 15, 2016 (File No. 333-210193) (ii) May 11, 2015 (File No. 333-204056) (iii) October 2, 2014 (File No. 333-199126) and (iv) March 15, 2016 (File No. 333-210193) (the “ Prior Forms S-8 ”) and (b) 215,018 shares of Common Stock issuable to eligible persons under the 2014 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Prior Forms S-8.
PART II
ITEM 3.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated by reference herein.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Incorporated by Reference
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Exhibit
Number
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Description
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Schedule
Form
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File
Number
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Exhibit
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Filing Date
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4.1
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Amended and Restated Certificate of Incorporation of Calithera Biosciences, Inc.
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8-K
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001-36644
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3.1
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October 7, 2014
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4.2
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Amended and Restated Bylaws of Calithera Biosciences, Inc.
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S-1
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333-198-355
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3.4
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September 19, 2014
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4.3
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Form of Common Stock Certificate
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S-1
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333-198-355
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4.1
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September 25, 2014
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5.1*
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Opinion of Cooley LLP.
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23.1*
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Consent of Independent Registered Public Accounting Firm.
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23.2*
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Consent of Cooley LLP (included in Exhibit 5.1).
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24.1*
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Power of Attorney (see signature page hereto).
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99.3
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2014 Equity Incentive Plan.
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S-1
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333-198355
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10.4
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September 25, 2014
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99.4
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Forms of option agreement and option grant notice for 2014 Equity Incentive Plan.
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S-1
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333-198355
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10.5
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September 25, 2014
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99.5
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2014 Employee Stock Purchase Plan.
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S-1
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333-198355
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10.6
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September 25, 2014
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