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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