Calithera Biosciences, Inc. (NASDAQ:CALA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (b) |
On December7, 2016, William D. Waddill resigned as Senior Vice
President, Chief Financial Officer, Treasurer and Secretary of
Calithera Biosciences, Inc. effective December31, 2016.
Mr.Waddills departure is not related to any disagreement with our
board of directors, audit committee or our auditors. In
connection with Mr.Waddills departure we intend to enter into a
separation agreement with Mr.Waddill on December31, 2016, subject
to Mr.Waddills timely execution and non-revocation of a waiver
and release of claims, the following benefits:
| 1. |
Cash severance of nine months of Mr.Waddills annual base salary plus an amount to be determined by the compensation committee of our board of directors related to Mr.Waddills 2016 bonus. |
| 2. |
Mr.Waddill will be eligible to receive continued health care coverage for up to nine months consistent with what the Company currently provides, so long as Mr.Waddill timely elects such continued coverage. |
| 3. |
Accelerated vesting of 17,500 shares subject to outstanding stock options as though Mr.Waddill remained an employee through January19, 2017 and the ability to exercise all of his vested stock options for a period of nine months following the effective date of his resignation. |
The foregoing description of the separation agreement is
qualified in its entirety by reference to the full text of the
separation agreement, which will be filed as an exhibit to our
Annual Report on Form 10-K for the year ended December31, 2016.
| (c) |
Following Mr.Waddills resignation, Susan M. Molineaux, Ph.D., our
President and Chief Executive Officer, will serve as our
principal financial officer and will assume Mr.Waddills
administrative responsibilities, and Stephanie Wong, our Vice
President of Finance, will serve as our principal accounting
officer.
| Item7.01 | Regulation FD Disclosure. |
On December12, 2016, we issued a press release announcing the
management changes described in Item5.02(b) and (c)of this Form
8-K. A copy of the press release is furnished with this Form 8-K
and attached hereto as Exhibit 99.1.
The information in this item, including Exhibit 99.1, shall not
be deemed filed for purposes of Section18 of the Exchange Act,
nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
ExhibitNo. |
Description |
|
| 99.1 | Press Release, dated December 12, 2016. |
About Calithera Biosciences, Inc. (NASDAQ:CALA)
Calithera Biosciences, Inc. is a clinical-stage pharmaceutical company. The Company focuses on discovering and developing small molecule drugs directed against tumor and immune cell targets that control key metabolic pathways in the tumor microenvironment. It is engaged in developing agents that take advantage of the metabolic requirements of tumor cells and cancer-fighting immune cells, such as cytotoxic T-cells. Its lead product candidate, CB-839, is a critical enzyme in tumor cells. Its other product candidate, CB-1158, which is an enzyme that depletes the amino acid arginine, a key metabolic nutrient for T-cells. Its lead preclinical program in tumor immunology is directed at developing inhibitors of the enzyme arginase and may provide a therapeutic agent for the target. CB-839 is a selective, reversible and orally bioavailable inhibitor of human glutaminase. Hexokinase is an enzyme in the pathway that allows cancer cells to convert glucose to energy to fuel cancer cell growth. Calithera Biosciences, Inc. (NASDAQ:CALA) Recent Trading Information
Calithera Biosciences, Inc. (NASDAQ:CALA) closed its last trading session up +0.06 at 3.15 with 184,143 shares trading hands.
