Business Context and Reporting Period
This Form 8-K Current Report was filed by CalciMedica, Inc. on November 6, 2024. The filing discloses a change in senior financial leadership, specifically the departure of the interim Chief Financial Officer and the appointment of a new Chief Financial Officer effective one day following the filing of the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2024.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation and employment terms.
- Consulting Fees Accrued: $41,062.50 accrued for services rendered by the new CFO prior to his official appointment.
- Equity Grants: 100,000 stock options and 40,000 restricted stock units (RSUs) granted to the new CFO.
Material Changes
The primary material change is the transition of the Chief Financial Officer role:
- Departure: Dan Geffken tendered his resignation as interim Chief Financial Officer, principal financial officer, and principal accounting officer.
- Appointment: Stephen Bardin was appointed as Chief Financial Officer, principal financial officer, and principal accounting officer.
- Transition: Mr. Bardin had been serving as a consultant since April 2024. His consulting agreement was terminated on November 7, 2024, coinciding with his new employment terms.
Guidance, Outlook, and Compensation Details
The filing details the compensatory arrangements for Stephen Bardin under a new Offer Letter:
- Base Salary: $380,000 annually.
- Signing Bonus: $20,000 one-time payment due by January 15, 2025.
- Performance Bonus: Target of 40% of base salary, discretionary and pro-rated.
- Equity Vesting:
- Options: 100,000 shares; 25% vests on October 1, 2025, with the remainder vesting monthly (1/48th).
- RSUs: 40,000 shares; 25% vests on October 1, 2025, with the remainder vesting quarterly (1/16th).
- Severance: In the event of termination without cause or resignation for good reason, Mr. Bardin is entitled to nine months of base salary, the prior year's earned bonus, nine months of COBRA reimbursement, and an extended option exercise period.
The filing contains no specific guidance on future financial performance or operational outlook beyond the leadership change.
Investor Verification Checklist
- Verify the exact "Effective Date" of the CFO transition by reviewing the filing date of the Q3 2024 Form 10-Q.
- Review the full Offer Letter (to be filed as an exhibit to the 2024 Form 10-K) for complete terms regarding the Change in Control and Severance Policy.
- Confirm the impact of the $41,062.50 accrued consulting fees on the Q3 2024 financial statements.
- Monitor the vesting schedule of the 140,000 total equity units granted to assess future dilution.