On June 14, 2022 Calithera Biosciences, Inc. (Nasdaq: CALA), a clinical-stage, precision oncology biopharmaceutical company, reported that it has filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split, effective as of 5:00 p.m. Eastern Time today (Press release, Calithera Biosciences, JUN 14, 2022, View Source [SID1234615962]). The reverse stock split was effected by Calithera in accordance with the authorization, and within the split ratio range, adopted by Calithera stockholders at the 2022 Annual Meeting of Stockholders held on June 1, 2022.

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The reverse stock split is intended to enable Calithera to regain compliance with the $1.00 minimum bid price required for continued listing on the Nasdaq Global Select Market. The new CUSIP number for Calithera’s common stock following the reverse stock split is 13089P 507.

At the effective time of the reverse stock split, every issued and outstanding twenty shares of Calithera’s pre-split common stock, par value $0.0001 per share, including shares subject to outstanding stock options and warrants and shares available for grant under Calithera’s equity benefit plans, will automatically be combined into one share of Calithera’s post-split common stock. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of Calithera’s shares (except to the extent that the reverse stock split would result in some of the stockholders receiving cash in lieu of fractional shares). Stockholders will receive cash in lieu of fractional shares based on today’s closing sales price of Calithera’s common stock as quoted on the Nasdaq Global Select Market. American Stock Transfer and Trust Company, Calithera’s transfer agent, will provide instructions to stockholders regarding the process for exchanging their shares and stock certificates. Upon completion of the reverse stock split, there will be approximately 4,865,000 shares of Calithera’s common stock outstanding, excluding outstanding and unexercised stock options and warrants, subject to adjustment for fractional shares. In addition, Calithera has Series A convertible preferred shares outstanding which are initially convertible into approximately 857,843 post-split shares of common stock (subject to certain anti-dilution protections which if triggered will result in the issuance of additional shares of common stock).

Additional information regarding the reverse stock split approved by stockholders can be found in Calithera’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2022.