As filed with the Securities and Exchange Commission on June 24, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CalciMedica, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 45-2120079 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 505 Coast Boulevard South, Suite 307 La Jolla, California |
92037 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2023 Equity Incentive Plan
2023 Employee Stock Purchase Plan
(Full titles of the plans)
A. Rachel Leheny, Ph.D.
Chief Executive Officer
505 Coast Boulevard South, Suite 307
La Jolla, California 92037
(858) 952-5500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Thomas A. Coll Carlos Ramirez Cooley LLP 10265 Science Center Drive San Diego, California 92121 (858) 550-6000 |
John M. Dunn General Counsel 505 Coast Boulevard South, Suite 307 La Jolla, California 92037 (858) 952-5500 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated Filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 is being filed by CalciMedica, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “SEC”) for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same employee benefit plans is effective. The Registrant previously registered its shares of common stock, par value $0.0001 per share, for issuance under (i) the Registrant’s 2023 Employee Stock Purchase Plan under the Registrant’s Registration Statements on Form S-8 filed with the SEC on May 12, 2023 (File No. 333-271898) and March 28, 2024 (File No. 333-278336) (collectively, the “Registration Statements”) and (ii) the Registrant’s 2023 Equity Incentive Plan under the Registration Statements and the Registrant’s Registration Statement on Form S-8 filed with the SEC on August 27, 2024 (File No. 333-281800) (together with the Registration Statements, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements.
ITEM 8. EXHIBITS.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Jolla, State of California, on June 24, 2025.
| CALCIMEDICA, INC. | ||
| By: | /s/ A. Rachel Leheny, Ph.D. | |
| A. Rachel Leheny, Ph.D. | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints A. Rachel Leheny, Ph.D. and Stephen Bardin, and each of them, as true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in their names and behalf in their capacities as officers and directors to enable CalciMedica, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /S/ A. RACHEL LEHENY, PH.D. A. Rachel Leheny, Ph.D. |
Chief Executive Officer and Director (Principal Executive Officer) |
June 24, 2025 | ||
| /S/ STEPHEN BARDIN Stephen Bardin |
Chief Financial Officer (Principal Financial and Accounting Officer) |
June 24, 2025 | ||
| /S/ ROBERT N. WILSON Robert N. Wilson |
Chairman | June 24, 2025 | ||
| /S/ ALAN GLICKLICH, M.D. Alan Glicklich |
Director | June 24, 2025 | ||
| /S/ FREDERIC GUERARD, PHARM.D. Frederic Guerard, Pharm.D. |
Director | June 24, 2025 | ||
| /S/ FRED MIDDLETON Fred Middleton |
Director | June 24, 2025 | ||
| /S/ ERIC W. ROBERTS Eric W. Roberts |
Director | June 24, 2025 | ||
| /S/ ALLAN SHAW Allan Shaw |
Director | June 24, 2025 | ||