8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2014

Calithera Biosciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36644	27-2366329
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
343 Oyster Point Blvd., Suite 200 South San Francisco, California		94080
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 870-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Director.

On December 2, 2014, the Board of Directors of Calithera Biosciences, Inc. appointed H. Ward Wolff to the Board of Directors, to serve as a Class III director with a term to expire at our 2017 Annual Meeting of Stockholders and until such time as his successor is duly elected and qualifies, or until the earlier of his death, resignation or removal. Our Board of Directors has determined that Mr. Wolff is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and appointed Mr. Wolff as the chairman of the Audit Committee.

On December 2, 2014, Mr. Wolff was granted a stock option to purchase 22,000 shares of common stock, with an exercise price of $9.64 per share, the closing price of our common stock as reported on the NASDAQ Global Select Market on December 2, 2014. The stock option was granted pursuant to our 2014 Equity Incentive Plan and will vest monthly over three years from the grant date, such that the option will be fully vested on the third anniversary of the date of grant, subject to Mr. Wolff’s continuous service on each applicable vesting date. In addition, in the event of a change of control or a corporate transaction (each as defined in the 2014 Equity Incentive Plan), any unvested portion of the option will fully vest and become exercisable immediately prior to the effective date of such change of control or corporate transaction, subject to Mr. Wolff’s continuous service on the effective date of the change of control or corporate transaction. The 2014 Equity Incentive Plan and the form of option agreement under the 2014 Equity Incentive Plan were filed as Exhibits 10.4 and 10.5, respectively, to our Form S-1 (File No. 333-198355) filed with the Securities and Exchange Commission on September 25, 2014.

Commencing with his appointment, Mr. Wolff will receive an annual cash retainer of $40,000 for serving on the Board of Directors and an annual cash retainer of $15,000 for serving as chairman of the Audit Committee, each of which will be payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which Mr. Wolff’s service occurred, pro-rated based on the days served in the applicable fiscal quarter.

Item 7.01 Regulation FD

A copy of the press release issued in connection with Mr. Wolff’s appointment is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated December 2, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Calithera Biosciences, Inc.
Dated: December 3, 2014
	By:	/s/ Susan M. Molineaux
		Susan M. Molineaux, Ph.D.
		President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated December 2, 2014.

EX-99.1

Exhibit 99.1

Calithera Biosciences Appoints H. Ward Wolff to Board of Directors

SOUTH SAN FRANCISCO, Calif., Dec. 2, 2014 — Calithera Biosciences, Inc. (Nasdaq: CALA), a clinical-stage pharmaceutical company focused on discovering and developing novel small molecule drugs directed against tumor metabolism and tumor immunology targets for the treatment of cancer, announced today the appointment of H. Ward Wolff to the company’s Board of Directors, where he will chair the company’s Audit Committee. Mr. Wolff is currently Executive Vice President and Chief Financial Officer of Sangamo BioSciences, Inc.

“The addition of such an accomplished finance executive will add another key life science expert to our board,” said Susan Molineaux, PhD, President and Chief Executive Officer. “With the IPO behind us, we expect to benefit from Ward’s broad base of experience, across multiple financial transactions as well as across different stages of a company’s evolution. In addition, as we advance our tumor metabolism and tumor immunology therapeutics through clinical development, we believe he will make important contributions that will help us mature our internal organization with an eye toward potential product commercialization.”

Prior to Sangamo, Mr. Wolff was with Nuvelo, Inc., where he served as Senior Vice President, Finance and Chief Financial Officer until its restructuring in August 2007. Prior to that, he was Chief Financial Officer and Senior Vice President, Finance, of Abgenix, Inc. until April 2006 when Abgenix merged with Amgen Inc. Prior to joining Abgenix, Mr. Wolff held financial management positions in both public and private emerging growth companies, including serving as Senior Vice President and CFO of DoubleTwist, Inc., a life sciences company integrating genomic information and bioinformatics analysis tools. He began his career with Price Waterhouse, where he held a number of positions as a certified public accountant, including Senior Audit Manager. Mr. Wolff is a member of the board of directors of Portola Pharmaceuticals, Inc. From June 2006 until his appointment to Sangamo’s management team he was a member of Sangamo’s Board of Directors, serving as Chairman of the Audit Committee. He received a B.A. degree in Economics from the University of California at Berkeley and an M.B.A. degree from Harvard Business School.

About Calithera

Calithera Biosciences, Inc. is a clinical-stage pharmaceutical company focused on discovering and developing novel small molecule drugs directed against tumor metabolism and tumor immunology targets for the treatment of cancer. Calithera’s lead product candidate, CB-839, is currently being evaluated in three Phase 1 clinical trials in solid and hematological cancers. Calithera is headquartered in South San Francisco. For more information about Calithera, please visit www.calithera.com.

Forward Looking Statements

This news release contains forward-looking statements by Calithera that involve risks and uncertainties. These statements include those related to the advancement of Calithera’s tumor metabolism and tumor immunology therapeutics through clinical development and the commercialization of Calithera’s product candidates. Actual results may differ from Calithera’s expectations and important factors that could cause actual results to differ materially. Calithera’s product candidates may not progress through clinical development or receive required regulatory approvals within expected timelines or at all. In addition, clinical trials may not confirm any safety, potency or other product characteristics described or assumed in this press release. Such product candidates may not be beneficial to patients or successfully commercialized. The failure to meet expectations with respect to any of the foregoing matters may have a negative effect on Calithera’s stock price. Additional information concerning these and other risk factors affecting Calithera’s business can be found in Calithera’s Quarterly Report on Form 10-Q for the period ended September 30, 2014 and other periodic filings with the Securities and Exchange Commission at www.sec.gov. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, Calithera disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

Contact:

Jennifer McNealey

ir@Calithera.com

650-870-1071