Calithera Biosciences, Inc. (NASDAQ:CALA) Files An 8-K Other Events
Item 8.01 Other Events.
Sales Agreement
On December 6, 2019, Calithera Biosciences, Inc. entered into an Open Market Sale Agreement (the Sales Agreement) with Jefferies LLC, as agent (Jefferies), to which we may offer and sell, from time to time through Jefferies, shares of our common stock, par value $0.0001 per share (the Common Stock), having an aggregate offering price of up to $50.0 million (the Shares). The Shares will be sold to our effective registration statement on Form S-3 (Registration Statement No. 333-219791), as previously filed with the Securities and Exchange Commission. We filed a prospectus supplement, dated December 6, 2019, with the Securities and Exchange Commission in connection with the offer and sale of the Shares.
Under the Sales Agreement, Jefferies may sell the Shares by any method permitted by law and deemed to be an at the market offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the Securities Act), including sales made directly on the Nasdaq Global Select Market, on any other existing trading market for the Common Stock or to or through a market maker. In addition, under the Sales Agreement, Jefferies may sell the Shares by any other method permitted by law, including in privately negotiated transactions. We may instruct Jefferies not to sell the Shares if the sales cannot be effected at or above the price designated by us from time to time.
We are not obligated to make any sales of the Shares under the Sales Agreement. The offering of the Shares to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by Jefferies or us, as permitted therein.
The Sales Agreement contains customary representations, warranties and agreements by us, and customary indemnification and contribution rights and obligations of the parties. We will pay Jefferies a commission rate of up to 3.0% of the aggregate gross proceeds from each sale of the Shares. We will also reimburse Jefferies for certain specified expenses in connection with entering into the Sales Agreement.
The Sales Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Sales 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 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). |