CalciMedica, Inc.
For the period ended Aug 19, 2026. Filed Jul 23, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 19, 2026 · Filed Jul 23, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Wednesday, August 19, 2026
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of CalciMedica, Inc. (the “Company”) will be held via a virtual meeting. You will be able to participate in the 2026 Annual Meeting and vote via live webcast by visiting www.proxydocs.com/CALC on Wednesday, August 19, 2026 at 9:00 a.m. (Pacific Time). We believe that a virtual stockholder meeting provides greater access to those who may want to attend, and therefore we have chosen this over anin-person meeting. It is important that you retain a copy of the 12 digit control number found on your proxy card or voting instruction form, as such number will be required in order for stockholders to gain access to the 2026 Annual Meeting.
We are holding the 2026 Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:
To elect the Board’s two nominees for Class III directors, each to serve a three-year term through the 2029 annual meeting of stockholders following this meeting and until a successor has been elected and qualified, or until their earlier death, resignation or removal.
To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
To approve an amendment to the CalciMedica, Inc. Amended 2023 Equity Incentive Plan (the “2023 Plan”), to, among other things, increase the number of shares of our common stock authorized for issuance under the 2023 Plan by 7,500,000 shares and include in the calculation of the annual automatic share reserve increase shares of common stock issuable upon conversion or exercise of convertible preferred stock and pre-funded warrants, as applicable.
To approve on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement.
To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.
To approve an amendment to our amended and restated certificate of incorporation, as amended, (the “Certificate of Incorporation”) to effect a reverse stock split of our common stock at a ratio in the range of 1-for-2 to 1-for-10, inclusive, and a corresponding proportionate reduction in the total number of authorized shares of the Company’s common stock, with such ratio to be determined in the discretion of our Board of Directors and with such reverse stock split and proportionate reduction in authorized shares to be effected at such time and date, if at all, as determined by our Board of Directors in its sole discretion.
To approve, for purposes of complying with Nasdaq Listing Rule 5635(d): (a) the issuance of Series A Warrants to purchase up to an aggregate of 18,673,429 shares of common stock and Series B Warrants to purchase up to an aggregate of 18,673,429 shares of common stock pursuant to the Securities Purchase Agreement, dated June 23, 2026 (the “Purchase Agreement”), among the Company and certain investors, including certain directors and officers of the Company; and (b) the issuance of shares of common stock upon exercise of such warrants, or in lieu thereof, pre-funded warrants to purchase shares of common stock and the shares of common stock issuable upon exercise thereof.
To approve, for purposes of complying with Nasdaq Listing Rule 5635(c): (a) the issuance of Series A Warrants to purchase up to an aggregate of 1,680,565 shares of common stock and Series B Warrants to purchase up to an aggregate of 1,680,565 shares of common stock, in each case of the Series A Warrants and Series B Warrants described in Proposal 7, to certain directors and officers of the Company pursuant to the Purchase Agreement; and (b) the issuance of shares of common stock upon exercise of such warrants, or in lieu thereof, pre-funded warrants to purchase shares of common stock and the shares of common stock issuable upon exercise thereof.
In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the 2026 Annual Meeting or any adjournment or postponement thereof. The items of business are more fully described in the Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business on July 21, 2026 (the “Record Date”) are entitled to receive notice of, and to vote at, the 2026 Annual Meeting and any adjournments thereof.
Your vote as a stockholder of the Company is very important. Each share of common stock that you own represents one vote.
Whether or not you expect to attend the 2026 Annual Meeting, we encourage you to read the proxy statement and vote through the internet or by telephone, or to sign and return your proxy card as soon as possible, so that your shares may be represented at the 2026 Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Proxy Information” in the proxy statement.
By Order of the Board of Directors,
A. Rachel Leheny, Ph.D.
Chief Executive Officer
La Jolla, California
July 23, 2026
Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting of Stockholders to be held on August 19, 2026 at 9:00 a.m. (Pacific Time)
The Proxy Statement and our 2025 Annual Report on Form 10-K are being delivered to stockholders with this notice. The Proxy Statement and our 2025 Annual Report on Form 10-K are also available at
www.proxydocs.com/CALC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.