--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-076714" form_type: "8-K" ticker: "CALC" cik: "0001534133" company_name: "CalciMedica, Inc." filed_at: "2023-03-22T23:59:59+00:00" generated_at: "2026-06-17T21:17:33.622585+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # CalciMedica closes reverse merger with Graybug; Nasdaq delisting notice received for failing initial listing criteria ## Summary - Merger closed March 20, 2023; 3.95M shares issued to CalciMedica stockholders; CalciMedica equityholders own ~72% of combined company. - Company renamed CalciMedica, Inc.; ticker changes to CALC on March 21, 2023, but Nasdaq staff determined it fails initial listing requirements. - Nasdaq suspension scheduled for March 30; Company will appeal and intends to trade on OTCQB if unsuccessful. - New board and executive team from CalciMedica: CEO A. Rachel Leheny, COO Michael Dunn, CFO Daniel Geffken; prior Graybug CEO and CFO terminated. - Pre-merger private placement raised $10.3M from ~20.7M shares of CalciMedica common stock. ## SEC filing metadata - accession: 0001193125-23-076714 - form_type: 8-K - ticker: CALC - cik: 0001534133 - company_name: CalciMedica, Inc. - filed_at: 2023-03-22T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 2.01, 3.01, 9.01, 3.02, 3.03, 5.01, 5.02, 5.03, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/d485425d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-076714 - JSON: https://secwatch.observer/filing/0001193125-23-076714.json - Plain text: https://secwatch.observer/filing/0001193125-23-076714.txt ## Key facts - Listing & Compliance Notices CalciMedica, Inc. received a nasdaq delisting notice notice regarding stockholders equity (rules 5110(a), 5405(b)(2)(A), 5405(b)(2)(C)). - Exchange: nasdaq - Notice: delisting notice - Deficiency: stockholders equity - Rules: 5110(a), 5405(b)(2)(A), 5405(b)(2)(C) source text: March 21, 2023, the Company received written notice (the “Notice”) from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Staff has determined that the Company has not complied with the requirements of Nasdaq Listing Rule 5110(a) because the Company did not demonstrate compliance with all of the requirements for initial listing on Nasdaq concurrent with closing the merger transaction. Specifically, the Company did not meet the minimum stockholders’ equity requirement pursuant to Nasdaq Listing Rule 5405(b)(2)(A), the Mar evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Christy Shaffer resigned as Director at CalciMedica, Inc.. - Action: resigned - Role: Director source text: each of Eric Bjerkholt, Christy Shaffer, Ph.D., Christina Ackermann, Julie Eastland and Dirk Sauer, Ph.D., resigned from Graybug’s board of directors and any respective committee membership of Graybug’s board of directors, effective as of the effective time of Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Eric Bjerkholt resigned as Director at CalciMedica, Inc.. - Action: resigned - Role: Director source text: each of Eric Bjerkholt, Christy Shaffer, Ph.D., Christina Ackermann, Julie Eastland and Dirk Sauer, Ph.D., resigned from Graybug’s board of directors and any respective committee membership of Graybug’s board of directors, effective as of the effective time of Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Julie Eastland resigned as Director at CalciMedica, Inc.. - Action: resigned - Role: Director source text: each of Eric Bjerkholt, Christy Shaffer, Ph.D., Christina Ackermann, Julie Eastland and Dirk Sauer, Ph.D., resigned from Graybug’s board of directors and any respective committee membership of Graybug’s board of directors, effective as of the effective time of Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Christina Ackermann resigned as Director at CalciMedica, Inc.. - Action: resigned - Role: Director source text: each of Eric Bjerkholt, Christy Shaffer, Ph.D., Christina Ackermann, Julie Eastland and Dirk Sauer, Ph.D., resigned from Graybug’s board of directors and any respective committee membership of Graybug’s board of directors, effective as of the effective time of Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Dirk Sauer resigned as Director at CalciMedica, Inc.. - Action: resigned - Role: Director source text: each of Eric Bjerkholt, Christy Shaffer, Ph.D., Christina Ackermann, Julie Eastland and Dirk Sauer, Ph.D., resigned from Graybug’s board of directors and any respective committee membership of Graybug’s board of directors, effective as of the effective time of Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Allan Shaw was appointed as Class III Director at CalciMedica, Inc.. - Action: appointed - Role: Class III Director source text: Allan Shaw 59 Class III Director evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Eric Bjerkholt was appointed as Class I Director at CalciMedica, Inc.. - Action: appointed - Role: Class I Director source text: Eric Bjerkholt was reappointed to the Company’s board of directors as a Class I director, effective as of the effective time of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change A. Rachel Leheny was appointed as Chief Executive Officer and Class II Director at CalciMedica, Inc.. - Action: appointed - Role: Chief Executive Officer and Class II Director source text: A. Rachel Leheny, Ph.D. 59 Chief Executive Officer and Class II Director evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Fred Middleton was appointed as Class I Director at CalciMedica, Inc.. - Action: appointed - Role: Class I Director source text: Fred Middleton 73 Class I Director evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Eric W. Roberts was appointed as Chief Business Officer and Class II Director at CalciMedica, Inc.. - Action: appointed - Role: Chief Business Officer and Class II Director source text: Eric W. Roberts 59 Chief Business Officer and Class II Director evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Robert S. Breuil was terminated as Chief Financial Officer at CalciMedica, Inc.. - Action: terminated - Role: Chief Financial Officer source text: each of Frederic Guerard, PharmD., Graybug’s President and Chief Executive Officer, and Robert S. Breuil, Graybug’s Chief Financial Officer, were terminated effective as of the effective time of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Sudarshan Hebbar was appointed as Chief Medical Officer at CalciMedica, Inc.. - Action: appointed - Role: Chief Medical Officer source text: Sudarshan Hebbar, M.D. 58 Chief Medical Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Parisa Zamiri was terminated as other_named_officer at CalciMedica, Inc.. - Action: terminated source text: on February 28, 2023, the board of directors of Graybug terminated Parisa Zamiri’s employment in advance of the anticipated closing date of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Michael J. Dunn was appointed as President and Chief Operating Officer at CalciMedica, Inc.. - Action: appointed - Role: President and Chief Operating Officer source text: Michael J. Dunn, MBA 67 President and Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Frederic Guerard was terminated as President and Chief Executive Officer at CalciMedica, Inc.. - Action: terminated - Role: President and Chief Executive Officer source text: each of Frederic Guerard, PharmD., Graybug’s President and Chief Executive Officer, and Robert S. Breuil, Graybug’s Chief Financial Officer, were terminated effective as of the effective time of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Kenneth A. Stauderman was appointed as Chief Scientific Officer at CalciMedica, Inc.. - Action: appointed - Role: Chief Scientific Officer source text: Kenneth A. Stauderman, Ph.D. 70 Chief Scientific Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Daniel Geffken was appointed as Interim Chief Financial Officer at CalciMedica, Inc.. - Action: appointed - Role: Interim Chief Financial Officer source text: Daniel Geffken, MBA 66 Interim Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Frederic Guerard was appointed as Class II Director at CalciMedica, Inc.. - Action: appointed - Role: Class II Director source text: Frederic Guerard, Pharm.D. 50 Class II Director evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Executive change Robert N. Wilson was appointed as Chair of the Board and Class III Director at CalciMedica, Inc.. - Action: appointed - Role: Chair of the Board and Class III Director source text: Robert N. Wilson 82 Chair of the Board and Class III Director evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - Governance Changes CalciMedica, Inc.: Certificate of Amendment filed to change company name from Graybug Vision, Inc. to CalciMedica, Inc (effective 2023-03-20). - Change: charter amendment - Effective: 2023-03-20 source text: Immediately prior to the consummation of the Merger, on March 20, 2023, Graybug filed the Certificate of Amendment changing its name from “Graybug Vision, Inc.” to “CalciMedica, Inc.” evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm - M&A Transactions CalciMedica, Inc. underwent a change of control involving CalciMedica, Inc. (closed 2023-03-20). - Action: change of control - Counterparty: CalciMedica, Inc. - Closing: 2023-03-20 source text: On March 20, 2023, Graybug, Merger Sub and CalciMedica consummated the transactions contemplated by the Merger Agreement following the Special Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1534133/000119312523076714/0001193125-23-076714-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.