Calithera Biosciences, Inc. (NASDAQ:CALA) Files An 8-K Other Events

Calithera Biosciences, Inc. (NASDAQ:CALA) Files An 8-K Other Events

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Item8.01 Other Events.

Underwriting Agreement

On March21, 2017, Calithera Biosciences, Inc. entered into an
underwriting agreement (the Underwriting
Agreement
) with Leerink Partners LLC, as
representative of the several underwriters named therein
(collectively, the Underwriters),
relating to the issuance and sale (the
Offering) of 6,830,000 shares of its
common stock, par value $0.0001 per share. The price to the
public in the Offering is $10.25 per share, and the Underwriters
have agreed to purchase the shares from Calithera Biosciences to
the Underwriting Agreement at a price of $9.635 per share. The
net proceeds to Calithera Biosciences from this Offering are
expected to be approximately $65.5 million, 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 1,024,500 shares of common
stock. All of the shares in the offering are being sold by
Calithera Biosciences. The closing of the Offering is expected to
occur on or about March27, 2017, 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.333-207905), 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 Biosciences 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, and may
be subject to limitations agreed upon by the contracting parties.

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.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

1.1 Underwriting Agreement, dated March 21, 2017.
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (contained in Exhibit 5.1).


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 down -1.80 at 10.55 with 2,154,565 shares trading hands.

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