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


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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)

 

 

 

 

 

 

Delaware

 

27-2366329

(State or other jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

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.

 

 

 

 

 

 

 

 

Large accelerated filer  ☐

 

 

  

Accelerated filer

 



 

 

 

 

Non-accelerated filer    ☐  (Do not check if a smaller reporting company)

 

 

  

Smaller reporting company

 



 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

Title of Securities

to be Registered

 

Amount

to be

Registered(1)

 

Proposed

Maximum

Offering Price

per Share(2)

 

Proposed

Maximum

Aggregate

Offering Price(2)

 

Amount of

Registration Fee

Common Stock, par value $0.0001 per share

 

 

 

 

 

 

 

 

– 2014 Equity Incentive Plan

 

860,074

 

$12.075

 

$10,385,393.55

 

$1,203.67

– 2014 Employee Stock Purchase Plan

 

215,018

 

$12.075

 

$2,596,342.35

 

$300.92

Total

 

1,075,092

 

 

 

$12,981,735.90

 

$1,504.59

 

 

(1)

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.

(2)

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.

 

 

 
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.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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.

 

ITEM 8.

EXHIBITS

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  

Incorporated by Reference

  

 

Exhibit

Number

  

Description

  

Schedule

Form

  

File

Number

  

Exhibit

  

Filing Date

 

 

 

 

 

 

  4.1

  

Amended and Restated Certificate of Incorporation of Calithera Biosciences, Inc.

  

8-K

  

001-36644

  

3.1

  

October 7, 2014

 

 

 

 

 

 

  4.2

  

Amended and Restated Bylaws of Calithera Biosciences, Inc.

  

S-1

  

333-198-355

  

3.4

  

September 19, 2014

 

 

 

 

 

 

  4.3

  

Form of Common Stock Certificate

  

S-1

  

333-198-355

  

4.1

  

September 25, 2014

 

 

 

 

 

 

  5.1*

  

Opinion of Cooley LLP.

  

 

  

 

  

 

  

 

 

 

 

 

 

 

23.1*

  

Consent of Independent Registered Public Accounting Firm.

  

 

  

 

  

 

  

 

 

 

 

 

 

 

23.2*

  

Consent of Cooley LLP (included in Exhibit 5.1).

  

 

  

 

  

 

  

 

 

 

 

 

 

 

24.1*

  

Power of Attorney (see signature page hereto).

  

 

  

 

  

 

  

 

 

 

 

 

 

 

99.3

  

2014 Equity Incentive Plan.

  

S-1

  

333-198355

  

10.4

  

September 25, 2014

 

 

 

 

 

 

99.4

  

Forms of option agreement and option grant notice for 2014 Equity Incentive Plan.

  

S-1

  

333-198355

  

10.5

  

September 25, 2014

 

 

 

 

 

 

99.5

  

2014 Employee Stock Purchase Plan.

  

S-1

  

333-198355

  

10.6

  

September 25, 2014

 

*

Filed herewith

 

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