Calithera Biosciences, Inc. (NASDAQ:CALA) Files An 8-K Other Events
Item 8.01 Other Events.
Underwriting Agreement
On June 18, 2019, Calithera Biosciences, Inc.entered into an underwriting agreement (the Underwriting Agreement) with Leerink Partners LLC, Wells Fargo Securities, LLC and William Blair & Company L.L.C., as representatives of the several underwriters named therein (collectively, the Underwriters), relating to the issuance and sale (the Offering) of 12,500,000 shares of its common stock, par value $0.0001 per share. The price to the public in the Offering is $4.00 per share, and the Underwriters have agreed to purchase the shares from Calithera to the Underwriting Agreement at a price of $3.76 per share. The net proceeds to Calithera from this Offering are expected to be approximately $46,700,000, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. The Underwriters have a 30-day option to purchase up to an additional 1,875,000 shares of common stock. All of the shares in the Offering are being sold by Calithera. The closing of the Offering is expected to occur on or about June 21, 2019, subject to the satisfaction of customary closing conditions.
The Offering is being made to our effective registration statement on Form S-3 (Registration Statement No. 333-219791), as previously filed with the Securities and Exchange Commission and a related prospectus and prospectus supplement.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of Calithera and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement.
The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 23.1 | Consent of Cooley LLP (contained in Exhibit 5.1). |