Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Asset Purchase
On October 18, 2021, Calithera Biosciences, Inc., entered into
an Asset Purchase Agreement, or the APA, with Millennium
Pharmaceuticals, Inc., or Millennium, a wholly owned subsidiary of
Takeda Pharmaceutical Company Limited, or Takeda, pursuant to which
we acquired or licensed from Millennium certain technology,
intellectual property and other assets related to Takeda’s small
molecule programs TAK-228 and TAK-659.
On May 23, 2022, Calithera and Millennium entered into the
Amendment to the APA to amend the amount of the deductibles under
Section 9.4.1 and Schedule 1.1(c) (Materials).
The foregoing is only a brief description of the Amendment to the
APA and is qualified in its entirety by reference to the Amendment
to the APA, which we intend to file as an exhibit to our Quarterly
Report on Form 10-Q for the
quarter ending June 30, 2022.
The APA is filed as Exhibit 10.3 to our Quarterly Report on Form
10-Q for the quarter ended
September 30, 2021, filed with the Securities and Exchange
Commission on November 9, 2021.
Item 3.03 Material Modifications to Rights of Security
Certificate of Amendment to
Certificate of Designations
On October 18, 2021, in connection with the APA and the sale
and issuance of Series A Convertible Preferred Stock to Millennium
pursuant to that certain Preferred Stock Purchase Agreement, dated
October 18, 2021, or the Stock Purchase Agreement, we filed a
Certificate of Designations of Preferences, Rights and Limitations
of the Series A Convertible Preferred Stock with the Secretary of
State of the State of Delaware, or the Certificate of Designations,
designating 1,000,000 shares of Series A Preferred Stock with an
original issue price of $35.00 per share, which became effective
with the Secretary of State of the State of Delaware upon
On May 23, 2022, we filed a Certificate of Amendment to the
Certificate of Designations, or the Certificate of Amendment, which
limits the aggregate number of shares of common stock to be issued
upon conversion of the Series A Convertible Preferred Stock to a
maximum of 132,880,282 shares of common stock (subject to
adjustment in the event of a stock split, stock dividend,
combination or other proportionate adjustment).
The foregoing is only a brief description of the Certificate of
Amendment and is qualified in its entirety by reference to the
Certificate of Amendment, a copy of which is filed as Exhibit 3.1
to this Current Report on Form 8-K, and incorporated by
The Stock Purchase Agreement and Certificate of Designations are
filed as Exhibits 10.1 and 3.1, respectively, to our Current Report
on Form 8-K, filed with the
Securities and Exchange Commission on October 19, 2021.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Changes in Fiscal Year
The description of the Certificate of Amendment in Item 3.03
above is incorporated by reference into this Item 5.03.