CALA - Calithera Biosciences plans special meeting to seek approval for liquidation and dissolution plan

2023-05-19 16:53:27 ET

• Calithera Biosciences ( OTC:CALA ) plans to hold a special meeting of stockholders around June 29, to seek approval for its Plan of Complete Liquidation and Dissolution.
• The company announced in January its intention to wind down its business and operations, expecting its existing capital resources and asset sale proceeds to cover remaining liabilities and obligations.
• Due to the liquidation preference of its Series A convertible preferred stock, no liquidating distributions were anticipated for common stockholders even if all assets were converted to cash.
• In April 2023, Calithera Biosciences repurchased all outstanding shares of its Series A convertible preferred stock for $4.0 million in cash and a contingent value right granted to Takeda Ventures, Inc.
• Takeda will receive the remaining proceeds from asset sales (up to $31M), after establishing a reserve for expenses, non-contingent liabilities, and future liquidation expenses as required by Delaware law.
• If the stockholders approve the Plan of Dissolution at the special meeting, Calithera Biosciences may distribute $0.40 per share as a liquidating distribution to common stockholders before any further distribution to Takeda.
• Approximately $2 million will be distributed to common stockholders based on the number of shares outstanding as of May 1, 2023, if the Plan of Dissolution is approved.
• If the Plan of Dissolution is not approved, Calithera Biosciences will not make any liquidating distribution to common stockholders, and all asset sale proceeds, after establishing a reserve, will likely be distributed to Takeda through the contingent value right.
• Press Release

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