CalciMedica, Inc.
For the period ended Aug 19, 2026. Filed Jul 23, 2026.
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Aug 19, 2026 · Filed Jul 23, 2026
Contents
APPENDIX B
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CALCIMEDICA, INC.
CALCIM EDICA, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
FIRST: The name of this corporation is CalciMedica, Inc. (the “Company”).
SECOND: The date on which the Company’s Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware is February 19, 2015. The Company was originally incorporated under the name Graybug, Inc.
THIRD: The Board of Directors of the Company, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Amended and Restated Certificate of Incorporation, as heretofore amended (the “Certificate of Incorporation”), as follows:1
Effective as of the effective time of 5:00 p.m., Eastern time, on the business day following the filing of this Certificate of Amendment with the office of the Secretary of State of the State of Delaware (the “Effective Time”), each, shares of the Company’s Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Company or the respective holders thereof, be combined into one (1) share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Split”); provided, however, no fractional shares of Common Stock shall be issued as a result of the Reverse Split and, in lieu thereof, upon receipt after the Effective Time by the exchange agent selected by the Company of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stock certificate(s) formerly representing shares ofpre-Reverse Split Common Stock, any stockholder who would otherwise be entitled to a fractional share of post-Reverse Split Common Stock as a result of the Reverse Split, following the Effective Time (after taking into account all fractional shares of post-Reverse Split Common Stock otherwise issuable to such stockholder), shall be entitled to receive a cash payment (without interest) equal to the fractional share of post-Reverse Split Common Stock to which such stockholder would otherwise be entitled multiplied by the average of the closing sales prices of a share of the Company’s Common Stock (as adjusted to give effect to the Reverse Split) on The Nasdaq Capital Market during regular trading hours for the five (5) consecutive trading days immediately preceding the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware. Each stock certificate that, immediately prior to the Effective Time, represented shares of
| 1 | These amendments approve the combination of any whole number of shares of the Company’s common stock between and including two (2) and ten (10) into one (1) share of the Company’s common stock and a proportionate reduction to the number of shares of Common Stock authorized for issuance under the Certificate of Incorporation. By these amendments, the stockholders would approve each of the alternate amendments proposed by the Company’s Board of Directors. If the reverse stock split proposal is approved by stockholders, the Certificate of Amendment filed with the Secretary of State of the State of Delaware will include only that reverse stock split ratio determined by the Company’s Board of Directors to be in the best interests of the Company and its stockholders and the number of shares of the Company’s total authorized Common Stock would be correspondingly, and proportionally to the reverse stock split ratio determined by the Company’s Board of Directors, reduced (thereby effecting a reduction in the Company’s total authorized capital stock). The other amendments will be abandoned pursuant to Section 242(c) of the General Corporation Law of the State of Delaware. The Company’s Board of Directors may also elect not to effect any reverse stock split and the corresponding authorized share reduction, in which case all proposed alternate amendments will be abandoned. |
pre-Reverse Split Common Stock shall, from and after the Effective Time, automatically and without any action on the part of the Company or the respective holders thereof, represent that number of whole shares of post-Reverse Split Common Stock into which the shares ofpre-Reverse Split Common Stock represented by such certificate shall have been combined (as well as the right to receive cash in lieu of any fractional shares of post-Reverse Split Common Stock as set forth above); provided, however, that each holder of record of a certificate that represented shares ofpre-Reverse Split Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of post-Reverse Split Common Stock into which the shares ofpre-Reverse Split Common Stock represented by such certificate shall have been combined pursuant to the Reverse Split, as well as any cash in lieu of fractional shares of post-Reverse Split Common Stock to which such holder may be entitled as set forth above. The Reverse Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of post-Reverse Split Common Stock resulting from the Reverse Split and held by a single record holder shall be aggregated.
The first paragraph of Article IV, Section 1 of the Certificate of Incorporation shall be amended and restated as follows:
“The total number of shares of all classes of stock that the Corporation has authority to issue is [●] shares, consisting of two classes: [●] shares of Common Stock, $0.0001 par value per share (“Common Stock”), and 10,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).”
FOURTH: The foregoing amendment was submitted to the stockholders of the Company for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and shall be effective as of 5:00 p.m., Eastern time, on the business day following the filing of this Certificate of Amendment with the office of the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, CALCIM EDICA, INC. has caused this Certificate of Amendment to be signed by its Chief Executive Officer this day of , 2026.
CALCIMEDICA, INC.
By:
A. Rachel Leheny, Ph.D.
Chief Executive Officer
CalciMedica P.O. BCX 8016, CARY, NC 27512-9903 Your vote matters! Have your ballot ready and please use one of the methods below for easy voting: Your control number X Have the 12 digit control number located in the box above available when you access the website and follow the instructions CalciMedica, Inc. Annual Meeting of Stockholders For Stockholders of Record as of July 21, 2026 Wednesday, August 19, 2026 9:00 AM, Pacific Time Annual Meeting to be held live via the Internet - please visit www.proxydocs.com/CALC for more details. YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 9:00 AM, Pacific Time, August 19, 2026. This proxy is being solicited on behalf of the Board of Directors Internet: www.proxypush.com/CALC Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote Phone: 1-866-859-2440 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions Mail: Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided Virtual: MAYou must register to attend the meeting online and/or participate at www.proxydocs.com/CALC The undersigned hereby appoints A. Rachel Lahany, Ph.D., Michael Dunn and John Dunn (the “Named Proxies”), and each of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Calc Medica, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjoumment thereof, conferring authority upon such true and lawful attomeys to vote in their discretion on such other matters as may property come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved
CalciMedica CalciMedica, Inc. Annual Meeting of Stockholders Please make your marks like this: X THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2, 3, 4, 6, 7 AND 8 THE BOARD RECOMMENDS THAT AN ADVISORY VOTE ON THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS BE HELD EVERY 1 YEAR. PROPOSAL 1. 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. 1.01 Allan Shaw 1.02 Robert N. Wilson 2. To matfy the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. 3. 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. 4. To approve on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. 5. To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. 6. 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 to be affected at such time and date, if at all, as determined by our Board of Directors in its sole discretion. 7. 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 them of FOR YOUR VOTE FOR WITHHOLD BOARD OF DIRECTORS RECOMMENDS FOR FOR FOR AGAINST ABSTAIN FOR 0 FOR FOR ZYR 3YR ABSTAN 1 YEAR AGAINST ABSTAIN You must register to attend the meeting online and/or participate at www.proxydocs.com/CALC Authorized Signatures-Must be completed for your instructions to be executed Please sign exactly as your name(s) appears on your account if held in joint tenancy, all persons should sign. Trustees, administrators, etc., should indude title and authority. Corporations should provide full name of corporation and tide of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Dato Signature (if held jointly) Dato FOR FOR
CalciMedica CalciMedica, Inc. Annual Meeting of Stockholders Please make your marks like this: X THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2, 3, 4, 6, 7 AND 8 THE BOARD RECOMMENDS THAT AN ADVISORY VOTE ON THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS BE HELD EVERY 1 YEAR. PROPOSAL 8. To approve, for purposes of complying with Nasdaq Listing Rule 5635(c) (a) the issuance of to purchase up to an aggregate of 1,680,565 shares of common stock of the Series A Warrants and to purchase up to an aggregate of 1,680,565 shares of common stock of the 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. Stockholders may be asked to consider and vote upon such other business as may property come before the 2026 Annual Meeting or any adjoumment or postponement thereof BOARD OF DIRECTORS RECOMMENDS YOUR VOTE FOR NGANIT AISTAN FOR You must register to attend the meeting online and/or participate at www.proxydocs.com/CALC Authorized Signatures- Must be completed for your instructions to be executed Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees administrators, etc., should indude title and authority. Corporations should provide full name of corporation and tide of authorized officer signing the Proxy/Vote Form. Signature (and Title f applicable) Date Signature (if held jointly) Date
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