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 7, 2016

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.

(b)

On December 7, 2016, William D. Waddill resigned as Senior Vice President, Chief Financial Officer, Treasurer and Secretary of Calithera Biosciences, Inc. effective December 31, 2016. Mr. Waddill’s departure is not related to any disagreement with our board of directors, audit committee or our auditors. In connection with Mr. Waddill’s departure we intend to enter into a separation agreement with Mr. Waddill on December 31, 2016, subject to Mr. Waddill’s timely execution and non-revocation of a waiver and release of claims, the following benefits:

1. Cash severance of nine months of Mr. Waddill’s annual base salary plus an amount to be determined by the compensation committee of our board of directors related to Mr. Waddill’s 2016 bonus.

2. Mr. Waddill will be eligible to receive continued health care coverage for up to nine months consistent with what the Company currently provides, so long as Mr. Waddill timely elects such continued coverage.

3. Accelerated vesting of 17,500 shares subject to outstanding stock options as though Mr. Waddill remained an employee through January 19, 2017 and the ability to exercise all of his vested stock options for a period of nine months following the effective date of his resignation.

The foregoing description of the separation agreement is qualified in its entirety by reference to the full text of the separation agreement, which will be filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2016.

(c)

Following Mr. Waddill’s resignation, Susan M. Molineaux, Ph.D., our President and Chief Executive Officer, will serve as our principal financial officer and will assume Mr. Waddill’s administrative responsibilities, and Stephanie Wong, our Vice President of Finance, will serve as our principal accounting officer.

Item 7.01 Regulation FD Disclosure.

On December 12, 2016, we issued a press release announcing the management changes described in Item 5.02(b) and (c) of this Form 8-K. A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

The information in this item, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated December 12, 2016.

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 12, 2016
	By:	/s/ Susan M. Molineaux, Ph.D.
		Susan M. Molineaux, Ph.D.
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated December 12, 2016.

EX-99.1

Exhibit 99.1

Calithera Biosciences Announces Key Management Changes

SOUTH SAN FRANCISCO, Calif., December 12, 2016 (GLOBE NEWSWIRE) — Calithera Biosciences, Inc. (Nasdaq: CALA), a clinical stage biotechnology company focused on the development of novel cancer therapeutics, announced that William D. Waddill has resigned as the company’s Senior Vice President and Chief Financial Officer due to his relocation outside Northern California. Mr. Waddill’s resignation will be effective on or about December 31, 2016 in order to facilitate a smooth transition.

“On behalf of everyone at Calithera, I thank Will for his numerous contributions to our company during his tenure, including most notably his management of our 2014 initial public offering. Will’s leadership has helped Calithera to build a clinical pipeline of novel cancer therapies targeting tumor and immune cell metabolism. We wish Will the very best in future endeavors,” said Susan Molineaux, PhD, President and Chief Executive Officer of Calithera.

The company also announced the recent promotions of Curtis Hecht to Senior Vice President, Business and Corporate Development, and Jennifer McNealey to Vice President, Investor Relations and Strategy. Mr. Hecht joined Calithera in April 2014, and has worked in the biopharmaceutical industry for over 20 years. Most recently he served as Vice President of Business Development at inVentiv Health. He also served as a partner of DNA Ink, and managed the Roche-Genentech joint development and operations committee. Ms. McNealey joined Calithera in February 2015. Before joining Calithera, Ms. McNealey served as an investor relations advisor to biotechnology companies. She also founded Laurient, an independent research firm, and prior to that she served as a biotech analyst and portfolio manager.

“These promotions reflect the leadership role these key individuals have played in developing Calithera Biosciences into a fully integrated biotechnology company,” said Susan Molineaux.

Following Mr. Waddill’s departure, Susan Molineaux will become the company’s Principal Financial Officer and assume Mr. Waddill’s administrative responsibilities, and Stephanie Wong, the company’s Vice President Finance since April 2014, will become the company’s Principal Accounting Officer. “With these changes and the increased responsibilities that Jennifer will be taking on in managing investor relations and that Curtis will be taking on in corporate development, the company is well positioned to move forward with a strong leadership team,” said Susan Molineaux.

About Calithera Biosciences

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 a potent, selective, reversible and orally bioavailable inhibitor of glutaminase. CB-839 takes advantage of the pronounced dependency many cancers have on the nutrient glutamine for growth and survival. It is currently being evaluated in Phase 1/2 clinical trials in combination with standard of care agents. CB-1158 is a first-in-class immuno-oncology metabolic checkpoint inhibitor targeting arginase, a critical immunosuppressive enzyme responsible for

T-cell suppression by myeloid-derived suppressor cells. Arginase depletes arginine, a nutrient that is critical for the activation, growth and survival of the body’s cancer-fighting immune cells, known as cytotoxic T-cells. CB-1158 is currently in a Phase I clinical trial. Calithera is headquartered in South San Francisco, California. For more information about Calithera, please visit www.calithera.com.

Forward Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “poised” and similar expressions (as well as other words or expressions referencing future events, conditions, or circumstances) are intended to identify forward-looking statements. These statements include those related to the Company’s clinical pipeline of novel cancer therapies. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The potential product candidates that Calithera develops 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 most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, 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.

SOURCE: Calithera Biosciences, Incorporated

CONTACT:

Jennifer McNealey

ir@Calithera.com

650-870-1071