Item 2.05 Costs Associated with Exit or Disposal Activities.
On January 4, 2023, the Board of Directors of Calithera Biosciences, Inc.
unanimously approved the dissolution and liquidation of Calithera Biosciences
pursuant to a plan of complete liquidation and dissolution (the "Plan of
Dissolution"), subject to stockholder approval. We intend to call a special
meeting of the stockholders to seek approval of the Plan of Dissolution and will
file proxy materials relating to the special meeting with the Securities and
Exchange Commission (the "SEC") as soon as practicable.
In connection with the approval of the Plan of Dissolution, the Board of
Directors also approved a reduction-in-force of substantially all our employees,
including our executive officers. We estimate that we will incur charges of
approximately $8 million in connection with the reduction-in-force, primarily
consisting of severance payments, notice pay (where applicable), employee
benefits contributions and related costs. We expect that the implementation of
the headcount reduction will be substantially complete by the end of the first
quarter of 2023.
A copy of the press release we issued on January 9, 2023 announcing, among other
things, the Board of Directors' approval of the Plan of Dissolution is filed
herewith as Exhibit 99.1 and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the approval of the reduction-in-force, as discussed in Item
2.05 above, Eric Sjogren, Ph.D. our Senior Vice President, Drug Discovery will
be leaving Calithera Biosciences on February 3, 2023. Dr. Sjogren will be
entitled to certain severance payments and the continuation of health benefits
pursuant to the Calithera Biosciences, Inc. Amended and Restated Severance Plan
attached as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the nine
months ended September 30, 2021, as filed with the SEC on November 9, 2021.
In connection with the reduction-in-force and wind up of our operations, Susan
M. Molineaux, Ph.D., our President and Chief Executive Officer, and Stephanie
Wong, our Chief Financial Officer, will also be leaving Calithera Biosciences as
of future date to be determined, and will be entitled to certain severance
payments and the continuation of health benefits pursuant to the Calithera
Biosciences, Inc. Amended and Restated Severance Plan. In addition, the
Compensation Committee of the Board of Directors has approved a $100,000
retention bonus to be paid to Ms. Wong for her continued service in managing the
wind up of our operations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated January 9, 2023.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
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