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Convertible Preferred Stock, Common Stock and Stockholders' Deficit | 12 Months Ended
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Dec. 31, 2023
Temporary Equity Disclosure [Abstract] |
Convertible Preferred Stock, Common Stock and Stockholders' Deficit | . Convertible Preferred Stock, Common Stock and Stockholders' Deficit Authorized Shares The Company's current Amended and Restated Certificate of Incorporation authorizes 500,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. Convertible Preferred Stock Private CalciMedica's convertible preferred stock consisted of Series A preferred stock (“Series A preferred”), Series B preferred stock (“Series B preferred”), Series C-1 preferred stock (“Series C-1 preferred”), Series C-2 preferred stock (“Series C-2 preferred”) and Series D preferred stock (“Series D preferred”). Immediately prior to the effective time of the Merger, the 84,820,880 shares of Private CalciMedica preferred stock were converted into 84,820,880 outstanding shares of Private CalciMedica's common stock to be exchanged for 2,442,852 shares of Graybug's common stock. Classification of Convertible Preferred Stock Private CalciMedica's convertible preferred stock as of December 31, 2022, was classified outside of stockholders’ equity (deficit) on the accompanying balance sheets because such shares have liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of Private CalciMedica and would require the redemption of the then outstanding shares of convertible preferred stock. Convertible preferred stock was not redeemable, except in the event of a deemed liquidation. Because the occurrence of a deemed liquidation event was not probable, the carrying values of the convertible preferred stock were not being accreted to their redemption values. Subsequent adjustments to the carrying values of the convertible preferred stock would be made only when a deemed liquidation event became probable. Common Stock Upon completion of the Merger on March 20, 2023, as the accounting acquirer, Private CalciMedica is deemed to have issued 1,571,433 shares of its common stock to Graybug shareholders. Private Placement of Common Stock Immediately prior to the consummation of the Merger, Private CalciMedica completed a private placement financing pursuant to which certain investors purchased approximately 20.7 million shares of Private CalciMedica’s common stock (the “private placement”) for gross proceeds of approximately $10.3 million. In conjunction with the Merger, immediately prior to the effective time of the Merger, 20,706,997 shares of Private CalciMedica common stock were converted into 596,363 shares of Graybug’s common stock. Shelf Registration Statement and At the Market Offering In August 2023, the Company filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”). The Shelf Registration Statement permits the offering, issuance and sale of common stock, preferred stock, debt securities and warrants having an aggregate offering price of up to $100.0 million in one or more offerings and in any combination of the foregoing. As of December 31, 2023, $99.7 million remains available for sale under the Shelf Registration Statement. The Shelf Registration Statement contains two prospectuses, a base prospectus and an at the market offering prospectus that covers the offering, issuance and sale of up to $4.7 million of common stock pursuant to an at-the-market offering agreement (“ATM Agreement”) with H.C Wainwright & Co., LLC, acting as sales agent (“ATM Facility”). The Company intends to use the net proceeds from the ATM Facility for general corporate purposes, which may include research and development expenses, clinical trial expenses, capital expenditures and working capital. The ATM Facility will terminate upon the earlier of (i) the sale of all of the shares of the Company’s common stock provided for in the at the market offering prospectus or (ii) termination of the ATM Agreement as permitted therein. The ATM Agreement may be terminated at any time by either party upon written notice. As of December 31, 2023, the Company has sold 92,572 shares of common stock for net proceeds of $246,000 which includes $11,000 of commissions paid under the ATM Facility and $4.4 million remains available for sale under the ATM Facility. Preferred and Common Stock Warrants In connection with the issuance of convertible notes in 2016, 568,181 warrants to purchase Series B preferred were issued at an exercise price of $0.77 per share (the “Series B Warrants”). The Series B Warrants were exercisable at any time after February 28, 2017, through the earliest to occur of ten years after the issue date or prior to the date of sale of common stock in an initial public offering or a deemed liquidation event. Until the Merger, these Series B Warrants were accounted for as a liability and had a fair value of $45,000 at December 31, 2022. Prior to the Merger, the Series B Warrants converted into 568,181 common share warrants of Private CalciMedica. In conjunction with the Merger, the common warrants converted into 16,366 common share warrants of CalciMedica with an exercise price of $26.74 and have been reclassified to stockholders' equity (deficit) at its fair value of $21,000. In connection with the issuance of Series C-2 preferred in May 2020, Private CalciMedica issued a warrant (“Series C-2 Warrant”), which was exercisable for 2,786,567 shares of Series C-2 preferred at an exercise price of $0.77 per share. The Series C-2 Warrant was exercisable at any time after May 20, 2020, through the earliest to occur of ten years after the issue date or prior to the date of a deemed liquidation, public combination or an initial public offering. Prior to the Merger, the Series C-2 Warrants converted into 2,786,567 common share of Private CalciMedica. In conjunction with the Merger, the common shares converted into 80,254 shares of common stock at a fair value of $0.4 million. The Series C-2 Warrant was accounted for as a liability and had a fair value of $0.9 million at December 31, 2022. In connection with the issuance of Series D preferred in 2021, Private CalciMedica issued warrants (“Series D Warrants”) to purchase 8,063,998 shares of Series D preferred with an exercise price of $0.8045 per share. The Series D Warrants were exercisable at any time after the date of issuance through the earliest to occur of five years after the issue date or prior to the date of sale of common stock in an initial public offering or a deemed liquidation. In conjunction with the Merger, the common share warrants were converted into 232,256 common share warrants of CalciMedica with an exercise price of $27.94 and have been reclassified to stockholders' equity (deficit) at a fair value of $0.2 million. Up until the Merger, the Series D Warrants were accounted for as a liability and had a fair value of $0.6 million at December 31, 2022. The Company recognized a total change in fair value of the preferred stock warrants of $795,000 a nd $3.0 million f or the years ended December 31, 2023 and 2022, respectively. In November 2020, Private CalciMedica granted a warrant to purchase 400,000 shares of common stock to a consulting firm affiliated with its interim chief financial officer in connection with its consulting agreement. The warrant has a 10-year term, an exercise price of $0.19, and vests ratably over 24 months commencing on the effective date. At the date of issuance, the fair value of the warrant was determined to be $120,000, utilizing Black-Scholes with the following assumptions: expected term of ten years, risk-free rate of 0.96%, volatility of 80.0% and a dividend yield of zero, which has been recognized as general and administrative expense over the vesting period. In conjunction with the Merger, the warrant converted to 11,520 warrants of CalciMedica at an exercise price of $6.60. The warrant is classified as equity and the Company expens ed $50,000 for the year ended December 31, 2022, respectively. In October 2022, Private CalciMedica granted warrants to certain officers and directors to purchase 496,970 shares of common stock. The warrants have a 10-year term, an exercise price of $10.42, and vest ratably over 12 and 48 months. At the date of issuance, the fair value of the warrants collectively was $125,000 and was determined utilizing Black-Scholes and will be recognized as general and administrative expense over the vesting periods. Assumptions used in the valuation were as follows: expected term of ten years, risk free rate of 4.10%, volatility of 82% and a dividend yield of zero. In conjunction with the Merger, the warrants converted to 14,313 warrants of CalciMedica at an exercise price of $10.42. The warrants are classified as equity, and the Company expens ed $90,000 and 28,000 to general and administrative expense in the years ended December 31, 2023 and 2022, respectively.

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