UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a)
On January 10, 2025, Eric Bjerkholt tendered his resignation as a member of the board of directors (the “Board”) of CalciMedica, Inc., a Delaware corporation (the “Company”) and as Chair and a member of the audit committee of the Board, effective as of January 15, 2025 (the “Effective Date”).
Mr. Bjerkholt’s resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies, practices or otherwise.
(d)
On January 13, 2025, the Company’s Board appointed Alan Glicklich, M.D., as a Class I director of the Company, effective as of the Effective Date, with a term of office expiring at the 2027 annual meeting of stockholders. There are no arrangements or understandings between Dr. Glicklich and any other person pursuant to which he was selected as a director. In addition, there are no transactions in which Dr. Glicklich has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Pursuant to the Company’s compensation policy for non-employee directors (the “Compensation Policy”), Dr. Glicklich (i) will receive an annual cash retainer of $40,000 for service as a member of the Board, pro-rated based on days served, and (ii) will be granted on the Effective Date an option to purchase 20,000 shares of the Company’s common stock, which vests monthly over a three-year period from the date of grant, subject to Dr. Glicklich’s continuous service. Dr. Glicklich will enter into the Company’s standard form of Indemnity Agreement for directors of the Company, a copy of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 4, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CALCIMEDICA, INC. | ||||||
| Date: January 14, 2025 | By: | /s/ A. Rachel Leheny | ||||
| A. Rachel Leheny, Ph.D. | ||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||