CalciMedica, Inc 8-K/A, filed Apr 4, 2023

About this 8-K/A

Items reported

CalciMedica, Inc. (CALC)

8-K/A 2023-04-04 For: 2023-03-17

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Added on April 11, 2026

CalciMedica, Inc filed this 8-K/A on April 4, 2023, reporting on events of March 17, 2023.

Date: April 4, 2023

CalciMedica, Inc.

/s/ A. Rachel Leheny, Ph.D.

A. Rachel Leheny, Ph.D.

Chief Executive Officer

Item 9.01: Financial statements and exhibits

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Delaware	001-39538	45-2120079
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


505 Coast Boulevard South, Suite 307 La Jolla, California		92037
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Na me of each exchange on which registered
Common Stock, $0.0001 par value per share	CALC	*


Exhibit No.		Description

23.1		Consent of Independent Registered Public Accounting Firm.

99.1		Audited Financial Statements of CalciMedica, Inc. for the years ended December 31, 2022 and 2021.

99.2		Unaudited Pro Forma Combined Financial Statements.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


	December 31, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	1,327		$	4,761
Restricted cash		149			—
Prepaid expenses and other assets		254			170

Total current assets		1,730			4,931
Property and equipment, net		147			195
Right-of-use asset, net		48			191
Other assets		1,424			1,147

Total assets	$	3,349		$	6,464

Liabilities, convertible preferred stock, and stockholders’ deficit
Current liabilities:
Accounts payable	$	2,866		$	1,933
Accrued expenses		1,715			1,829
Other current liabilities		199			156

Total current liabilities		4,780			3,918
Long-term liabilities:
Warrant liability		4,248			4,423
Convertible promissory notes		8,918			—
Other long term liabilities		—			39

Total liabilities		17,946			8,380

Commitments and contingencies (Note 9) Convertible preferred stock:
Series A convertible preferred stock, $0.001 par value; 25,751,716 shares authorized, issued and outstanding at December 31, 2022 and December 31, 2021; liquidation preference $19,829 at December 31, 2022		19,107			19,107
Series B convertible preferred stock, $0.001 par value; 11,235,460 shares authorized and10,667,279 shares issued and outstanding at December 31, 2022 and December 31, 2021; liquidation preference $8,214 at December 31, 2022		8,224			8,224
Series C-1 convertible preferred stock, $0.001 par value; 8,016,886 shares authorized, issued and outstanding at December 31, 2022 and December 31, 2021; liquidation preference $4,650 at December 31, 2022		5,683			5,683
Series C-2 convertible preferred stock, $0.001 par value; 16,291,526 shares authorized and 13,504,959 issued and outstanding at December 31, 2022 and December 31, 2021; liquidation preference $10,399 at December 31, 2022		9,563			9,563
Series D convertible preferred stock, $0.001 par value; 88,875,077 shares authorized and 26,880,040 issued and outstanding at December 31, 2022 and December 31, 2021; liquidation preference $21,625 at December 31, 2022		19,494			19,494

Total convertible preferred stock		62,071			62,071

Stockholders’ deficit
Common stock, $0.001 par value; 197,730,086 authorized and 2,922,098 and 2,726,317 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively		3			3
Additional paid-in capital		41,718			39,893
Accumulated deficit		(118,389	)		(103,883	)

Total stockholders’ deficit		(76,668	)		(63,987	)

Total liabilities, convertible preferred stock and stockholders’ deficit	$	3,349		$	6,464


The accompanying notes are an integral part of these financial statements.


	Years Ended December 31,
	2022			2021
Operating expenses:
Research and development	$	8,350		$	16,477
General and administrative		5,843			5,061

Total operating expenses		14,193			21,538

Loss from operations		(14,193	)		(21,538	)

Other income (expense)
Change in fair value of convertible promissory notes		(2,711	)		—
Change in fair value of warrant liability		2,558			(1,964	)
Interest on convertible promissory notes payable		(132	)		—
Other		(28	)		1

Total other income (expense), net		(313	)		(1,963	)

Net loss and comprehensive loss	$	(14,506	)	$	(23,501	)

Net loss per share, basic and diluted	$	(5.08	)	$	(8.65	)

Weighted-average shares of common stock outstanding, basic and diluted		2,855,745			2,716,050


	Convertible Preferred Stock				Common Stock				Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Deficit
Balance at December 31, 2020		57,940,840	$	42,577		2,682,570	$	3	$	37,773	$	(80,382	)	$	(42,606	)
Issuance of Series D convertible preferred stock, net		26,880,040		19,494		—		—		—		—			—
Exercise of common stock options		—				43,747		—		8		—			8
Stock-based compensation		—		—		—		—		2,112		—			2,112
Net loss and comprehensive loss		—		—		—		—		—		(23,501	)		(23,501	)

Balance at December 31, 2021		84,820,880	$	62,071		2,726,317	$	3	$	39,893	$	(103,883	)	$	(63,987	)
Issuance of common stock for services		—		—		39,528		—		8		—			8
Exercise of common stock options		—		—		156,253		—		18		—			18
Stock-based compensation		—		—		—		—		1,799		—			1,799
Net loss and comprehensive loss		—		—		—		—		—		(14,506	)		(14,506	)

Balance at December 31, 2022		84,820,880	$	62,071		2,922,098	$	3	$	41,718	$	(118,389	)	$	(76,668	)


	Years ended December 30,
	2022			2021
Cash flows from operating activities:
Net loss	$	(14,506	)	$	(23,501	)

Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		52			42
Stock-based compensation		1,807			2,112
Change in fair value of warrant liability		(2,558	)		1,964
Change in fair value of convertible promissory notes		2,711			—
Non-cash interest expense		132			—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(1,530	)		395
Accounts payable		933			(251	)
Accrued expenses and other liabilities		1,202			(1,268	)

Net cash used in operating activities		(11,757	)		(20,507	)

Cash flows from investing activities:
Purchases of property and equipment		(4	)		(211	)

Net cash used in investing activities		(4	)		(211	)

Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock and warrants, net of issuance costs		—			21,316
Payment of initial public offering costs		—			(773	)
Proceeds from issuance of common stock-exercise of options		18			8
Proceeds from issuance of convertible note payable		8,458			—

Net cash provided by financing activities		8,476			20,551

Net change in cash, cash equivalents and restricted cash		(3,285	)		(167	)
Cash, cash equivalents and restricted cash - beginning of period		4,761			4,928

Cash, cash equivalents and restricted cash – end of period	$	1,476		$	4,761

Supplemental disclosure of noncash investing and financing activities:
Costs incurred in connection with reverse merger included in accounts payable and accrued expenses	$	1,313		$	—

Costs incurred in connection with initial public offering included in accounts payable and accrued expenses	$	—		$	339

Preferred stock issuance costs included in accounts payable and accrued expenses	$	—		$	17

Purchase of property and equipment included in accounts payable	$	—		$	58


			Fair Value Measurements at Reporting Date Using
	Balance at December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liability
Convertible promissory notes	$	8,918	$	—	$	—	$	8,918
Preferred Warrants liability		1,871		—		—		1,871
Convertible Promissory Note Warrants liability		2,377		—		—		2,377

Total liabilities measured at fair value on a recurring basis	$	13,166	$	—	$	—	$	13,166


			Fair Value Measurements at Reporting Date Using
	Balance at December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liability
Preferred Warrants liability	$	4,423	$	—	$	—	$	4,423


Preferred Warrants liability Balance at December 31, 2021	$	4,423
Change in Fair Value of Preferred Warrants		(2,552	)

Balance at December 31, 2022	$	1,871


Convertible Promissory Note Warrants liability Balance at December 31, 2021	$	—
Issuance of Convertible Promissory Note Warrants		2,383
Change in Fair Value of Convertible Promissory Note Warrants		(6	)

Balance at December 31, 2022	$	2,377


Convertible Promissory Note liability Balance at December 31, 2021	$	—
Issuance of convertible promissory notes		6,207
Change in Fair Value of convertible promissory notes		2,711

Balance at December 31, 2022	$	8,918


	December 31, 2022			December 31, 2021
Computer and telephones	$	22		$	22
Manufacturing and laboratory equipment		212			209
Furniture and equipment		11			10

Total property and equipment		245			241
Less accumulated depreciation		(98	)		(46	)

Property and equipment, net	$	147		$	195


	December 31, 2022		December 31, 2021
Deferred offering costs	$	1,397	$	1,112
Deposits		27		35

Total	$	1,424	$	1,147


	December 31, 2022		December 31, 2021
Accrued payroll and other employee benefits	$	36	$	634
Accrued clinical trial costs		1,143		691
Accrued other		536		504

Total accrued expenses	$	1,715	$	1,829


	December 31, 2022
Convertible promissory note fair value	$	8,918
Convertible Promissory Note Warrants		2,377

Total fair value of convertible promissory notes	$	11,295


	Total Warrants		Weighted Average Exercise Price
Common stock warrants		896,970	$	0.25
Series B Warrants		568,181		0.77
Series C-2 Warrants		2,786,567		0.77
Series D Warrants		8,063,998		0.80

Total		12,315,716	$	0.75


	Total Options			Weighted average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021		24,431,181		$	0.19		8.08	$	10,509
Granted		1,595,704			0.38		—		—
Exercised		(156,253	)		0.13		—		—
Forfeited		(192,000	)		0.11		—		—

Outstanding at December 31, 2022		25,678,632		$	0.20		7.36	$	8,903

Vested and exercisable at December 31, 2022		19,800,563		$	0.19		7.31	$	7,153


	Years Ended December 31, 2022			Years Ended December 31, 2021
Risk free interest rate		2.80%-3.28	%		0.43%-1.34	%
Expected volatility		82	%		76%-83	%
Expected term (years)		5.00-6.25			5.00-6.25
Expected dividend yield		0	%		0	%


Total 2023 lease payments	$	55
Less: imputed interest		1

Present value of lease obligations	$	54


Series	Shares Authorized		Shares Issued and Outstanding		Carrying Value		Original Issue Price, per share		Liquidation Preference
Series A preferred		25,751,716		25,751,716	$	19,107	$	0.77	$	19,829
Series B preferred		11,235,460		10,667,279		8,224		0.77		8,214
Series C-1 preferred		8,016,886		8,016,886		5,683		0.58		4,650
Series C-2 preferred		16,291,526		13,504,959		9,563		0.77		10,399
Series D preferred		88,875,077		26,880,040		19,494		0.8045		21,625

Total Convertible Preferred Stock		150,170,665		84,820,880	$	62,071			$	64,717


Conversion of convertible preferred stock			84,820,880
Preferred stock warrants			11,418,746
Common stock warrants			896,970
Stock options issued and outstanding			25,678,632
Shares available for issuance under the 2006 Plan			1,321,085

			124,136,313


	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	15,839		$	13,550
Intangible assets		6,407			5,949
Accrued and deferred expenses		167			88
Research and development credit carry forwards		5,736			5,268
Lease liabilities		11			41
Other		118			71

Total deferred tax assets		28,278			24,967
Deferred tax liabilities:
Right-of-use assets		(10	)		(40	)
Fixed assets		(28	)		(3	)

Total deferred tax liabilities		(38	)		(43	)

Total net deferred tax assets		28,240			24,924

Less: valuation allowance		(28,240	)		(24,924	)

Net deferred taxes	$	—		$	—


The change in the Company’s unrecognized tax benefits is summarized as follows (in thousands):
Balance at December 31, 2020	$	5,576
Increase related to current year tax positions		962
Reductions for tax positions of prior years		(81	)

Balance at December 31, 2021	$	6,457
Increase related to current year tax positions		1,050
Additions for tax positions of prior years		74

Balance at December 31, 2022	$	7,581


	Graybug Vision Inc. (Historical)			CalciMedica Inc. (Historical)			Financing Related Adjustments		Notes		Transaction Accounting Adjustments			Notes		Other Transaction Accounting Adjustments			Notes		Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	17,304		$	1,327		$	10,341		A											$	28,972
Restricted cash		—			149			—														149
short-term investments		21,824			—																	21,824
Assets held for sale		—			—																	—
prepaid expenses and other current assets		542			254																	796

Total current assets		39,670			1,730			10,341				—					—					51,741
Property and equipment, net		—			147																	147
Operating lease right-of-use asset		—			48																	48
Prepaid expenses and other non-current assets		—			1,424						$	(1,397	)		C							27

TOTAL ASSETS	$	39,670		$	3,349		$	10,341			$	(1,397	)			$	—				$	51,963

LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	1,716		$	2,866																$	4,582
Accrued expenses		—			1,715						$	200			B							1,915
Accrued research and development		200			—							(200	)		B							—
Operating lease liability, current		203			—																	203
Other current liabilities		1,580			199							1,853			C		—					17,389
												6,757			D		1,685			R
												5,315			F

Total current liabilities		3,699			4,780			—				13,925					1,685					24,089
Warrant liability		—			4,248							(2,377	)		I							313
												(1,558	)		J
Convertible promissory notes payable		—			8,918			—				(8,918	)		I							—

Total liabilities	$	3,699		$	17,946			—				1,072					1,685					24,402

COMMITMENTS AND CONTINGENCIES	$	—		$	—		$	—			$	—				$	—				$	—
Convertible Preferred Stock:
Series A		—			19,107							(19,107	)		G							—
Series B		—			8,224							(8,224	)		G							—
Series C-1		—			5,683							(5,683	)		G							—
Series C-2		—			9,563							(9,563	)		G							—
Series D		—			19,494							(19,494	)		G							—

		—			62,071			—				(62,071	)				—					—
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock		2			3			21		A		(21	)		H							1
												(2	)		K
												(2	)		N
Additional paid-in capital		240,799			41,718			10,320		A		(131,381	)		L							161,458
												2			N
Accumulated deficit		(204,793	)		(118,389	)						190,969			M		(1,685	)		R		(133,898	)
Accumulated and other comprehensive loss		(37	)		—							37			K							—

Total stockholders’ equity (deficit)		35,971			(76,668	)		10,341				59,602					(1,685	)				27,561

TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	39,670		$	3,349		$	10,341			$	(1,397	)			$	—				$	51,963


	Graybug Vision Inc. (Historical)			CalciMedica Inc. (Historical)			Transaction Accounting Adjustments			Notes		Other Transaction Accounting Adjustments			Notes		Pro Forma Combined
Operating expenses:
Research and development	$	14,113		$	8,350		$	2,403			E	$	494			R	$	25,547
													187			P
General and administrative		19,104			5,843			6,757			D		567			P		49,444
								10,667			E		1,191			R
								5,315			F
Restructuring, impairment and other costs of terminated programs		2,963			—			—					—					2,963

Total operating expenses		36,180			14,193			25,142					2,439					77,954

Loss from operations		(36,180	)		(14,193	)		(25,142	)				(2,439	)				(77,954	)

Other income (expense):
Change in fair value of convertible promissory notes		—			(2,711	)		—					2,711			Q		—
Change in the fair value of warrant liability		—			2,558			—					21			O		2,573
													(6	)		Q
Interest on convertible promissory note payable		—			(132	)		—					132			Q		—
Other		—			(28	)		—					28			Q		—
Interest income		575			—			—					—					575

Total other income (expense), net		575			(313	)		—					2,886					3,148

Net loss	$	(35,605	)	$	(14,506	)	$	(25,142	)			$	447				$	(74,806	)

Net loss per share, basic and diluted	$	(1.66	)	$	(5.08	)		N/A					N/A				$	(13.65	)

Weighted-average shares of common stock outstanding, basic and diluted		21,489,280			2,855,745			N/A			S		N/A			S		5,479,551


Total Consideration
	Amount
Number of shares of the combined company to be owned by Graybug’s stockholders(i)		1,571,216
Multiplied by the estimate fair value of Graybug’s common stock(ii)		5.5000

Total purchase price consideration (in thousands)	$	8,642


Shares of Graybug Common Stock issued
Shares of CalciMedica Common Stock outstanding at December 31, 2022			2,922,098
Shares of CalciMedica Preferred Stock outstanding at December 31, 2022			84,820,880
Common Shares of CalciMedica issued in the Private Placement			20,706,997
Common Shares of CalciMedica issued upon conversion of the convertible promissory notes			20,487,105
Common Shares of CalciMedica issued upon exercise of the C-2 warrants			2,786,567
Common Shares of CalciMedica issued upon exercise of warrants attached to the convertible promissory notes			5,308,049

			137,031,696
Exchange Ratio			0.0288

Shares of Graybug common stock issued to CalciMedica upon closing⁽¹⁾			3,946,538


	Amount (in thousands)
Historical Graybug additional paid-in capital	$	(240,799	)

Pre-combination Graybug accumulated deficit:
Historical Graybug accumulated deficit		204,793
Graybug transaction costs (Note D)		6,757
Severance expenses related to Graybug’s change-in-control policy (Note F)		5,315

Total pre-combination Graybug accumulated deficit		216,865
Graybug common stock		(2	)
Graybug accumulated other comprehensive loss		37

Total adjustment to historical equity (net assets of Graybug)	$	(23,899	)


	Amount (in thousands)
Elimination of pre-combination Graybug additional paid-in capital (Note K)	$	(240,799	)
Record purchase of Graybug historical net assets (Note K)		23,899
Expected transaction costs of CalciMedica (Note C)		(3,250	)
Share-based compensation expense related to Graybug’s acceleration of options and restricted stock units upon the merger (Note E)		13,070
Conversion of CalciMedica Preferred Stock into Graybug Common Stock (Note G)		62,071
Conversion of historical CalciMedica Common Stock issued at December 31, 2022, and the Private Placement into Graybug Common Stock (Note H)		21
Conversion of CalciMedica convertible promissory notes, and exercise and conversion of related warrants into Graybug Common Stock (Note I)		11,295


	Amount (in thousands)
Conversion of CalciMedica C-2 Warrants into Graybug Common Stock (Note J)	$	1,558
Issuance of stock options by CalciMedica (Note P)		754

Total adjustments to additional paid-in capital	$	(131,381	)


	Amount (in thousands)
Elimination of historical Graybug accumulated deficit (Note k)	$	204,793
Share-based compensation expense related to Graybug’s acceleration of options and restricted stock units upon a change-in-control (Note E)		(13,070	)
Issuance of stock options by CalciMedica (Note P)		(754	)

Total adjustments to accumulated deficit	$	190,969


	For the Year Ended December 31, 2022
CalciMedica weighted-average shares of common stock outstanding		2,855,745
Impact of CalciMedica preferred stock assuming conversion as of January 1, 2022		84,820,880
Impact of assumed issuance and conversion of common shares issued in the private placement assuming conversion as of January 1, 2022		20,706,997
Impact of CalciMedica common stock issued on an as-converted basis from the convertible promissory notes assuming conversion as of January 1, 2022		20,487,105
Impact of exercise and conversion of CalciMedica’s C-2 Warrants as of January 1, 2022		2,786,567
Impact of exercise of CalciMedica’s warrants in connection with the convertible promissory notes assuming conversion as of January 1, 2022		5,308,049

Total		136,965,343
Application of the exchange ratio to historical CalciMedica weighted-average shares outstanding		0.0288

Adjusted CalciMedica weighted-average shares outstanding⁽¹⁾		3,944,602
Historical Graybug weighted-average shares of common stock outstanding as recasted for the reverse stock-split		1,534,949

Total pro forma weighted-average shares outstanding		5,479,551