Item 2.02. Results of Operations and Financial Condition.

On January 13, 2020, Calithera Biosciences, Inc. issued a press release titled "Calithera Biosciences Provides Overview of 2020 Corporate Milestones and Financial Guidance" a copy of which is filed as Exhibit 99.1 hereto. In the press release, we announced that based upon preliminary estimates, cash, cash equivalents and investments totaled $157.4 million at December 31, 2019. This amount is preliminary, has not been audited and is subject to change upon the completion of the audit of our financial statements as of and for the year ended December 31, 2019. Additional information and disclosures would be required for a more complete understanding of our financial position and results of operations as of December 31, 2019.

During the fourth quarter ended December 31, 2019, we sold an aggregate of 9,536,838 shares under our at-the-market offering program with Jefferies LLC at an average price of approximately $4.45 per share for gross proceeds of $42.4 million. As of December 31, 2019, we had approximately 63.5 million shares of common stock outstanding. We expect to utilize cash and investments between $75 and $85 million in 2020.

Forward-Looking Statements

This Item 2.02 of this report contains forward-looking statements, including, without limitation, statements relating to our expectations regarding our cash position as of December 31, 2019 and our expected use of cash and investments in 2020. These forward-looking statements are based upon our current expectations. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, risks related to changes in estimated cash position based on the completion of our financial statement closing procedures and the audit of our financial statements, and other risks detailed in our filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not undertake any obligation to update any forward-looking statements as a result of new information, future events, changed assumptions or otherwise.

Item 8.01. Other Events.

The information contained in Item 2.02 above and the press release, dated January 13, 2020, titled "Calithera Biosciences Provides Overview of 2020 Corporate Milestones and Financial Guidance" are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits.



Exhibit                                  Description

99.1          Press Release, dated January 13, 2020, titled "Calithera Biosciences
            Provides Overview of 2020 Corporate Milestones and Financial
            Guidance".

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Calithera Biosciences, Inc.
Dated: January 13, 2020
                             By:   /s/ Susan M. Molineaux, Ph.D.
                                   Susan M. Molineaux, Ph.D.
                                   President and Chief Executive Officer

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