Calcimedica Inc

This proposal asks stockholders to approve an amendment to the Company’s 2023 Equity Incentive Plan that (i) adds 7.5 million new shares to the plan reserve and (ii) modifies the plan’s evergreen formula to include shares issuable upon conversion of convertible preferred stock and upon exercise of pre‑funded warrants when calculating the annual automatic share increase. Management argues the additional shares are necessary to continue to grant equity as a core component of compensation to attract and retain employees, directors and consultants, and to align incentives with creation of stockholder value. Approval would enable the Company to register the additional shares on a Form S‑8 for issuance under the plan and expands the pool available for ISOs and other awards. The amendment increases potential dilution to existing stockholders and enlarges the equity overhang; management highlights controls such as burn‑rate monitoring and a non‑employee director compensation cap to mitigate dilution. From a governance perspective investors will evaluate whether the requested increase is justified by hiring and retention needs and whether disclosure and metrics (e.g., historical burn rate, grant practices) are sufficient to assess future dilution. The evergreen change expands the base used to calculate future automatic increases, which may accelerate pool growth if convertible instruments or pre‑funded warrants are outstanding. The Board recommends the change as routine for a company issuing substantial equity compensation, but shareholders should weigh the tradeoff between enabling competitive equity grants and the dilution impact, and may expect ongoing disclosure on grant pacing, use of shares, and how awards are calibrated to performance. If approved, the Company will have flexibility to continue equity programs without repeated shareholder votes, subject to the plan’s limits and the Board’s administration.

This non‑binding proposal asks stockholders to approve, on an advisory basis, the Company’s disclosed compensation for its named executive officers. Management contends that the compensation mix—competitive base salaries combined with cash and equity incentives—aligns executive interests with long‑term stockholder value and supports retention. For a sophisticated analyst, the important considerations include the size and structure of equity awards relative to peers, the Company’s pay‑for‑performance linkage (including use of performance awards), severance and change‑in‑control protections, and the recently adopted clawback policy. The Proxy’s Pay Versus Performance tables and CAP calculations provide SEC‑required context but may differ from how the Board internally assesses alignment. Given the Company’s status as a smaller reporting company and its stage of development, investors will weigh whether equity grants are appropriate to incentivize clinical and commercialization milestones versus causing outsized dilution. The advisory vote is non‑binding but the Board and Compensation Committee state they will consider results in future compensation decisions; a negative vote typically triggers engagement and possible program adjustments. Overall, this proposal is a governance checkpoint rather than a determinative action, and investors should use it to signal support or concerns about executive pay design and disclosure.

This advisory proposal asks stockholders to indicate the preferred frequency—one, two or three years—of future advisory votes on executive compensation. Management recommends an annual (one‑year) frequency, arguing it offers the most timely feedback loop between stockholder sentiment and compensation decisions. From a governance perspective, more frequent votes increase accountability and engagement but impose administrative costs and potentially encourage short‑termism; less frequent votes reduce costs but limit timely stockholder input. Institutional investors often prefer annual votes for emerging growth and higher‑volatility companies, while some index funds accept triennial votes for more mature firms. Given CalciMedica’s small‑company status, ongoing program changes, and reliance on equity incentives, an annual vote gives investors more frequent opportunities to register concerns and for the Board to respond. The vote is advisory and non‑binding, but the Board has committed to consider the outcome when setting future practices. Investors should consider the tradeoff between governance responsiveness and administrative burden when casting their preference.

This proposal asks shareholders to approve a series of alternate certificate‑of‑incorporation amendments authorizing the Board to implement a reverse stock split between 1‑for‑2 and 1‑for‑10 (Board‑selected ratio) and to proportionally reduce authorized shares if and when the Board elects to effect the split. The Board’s stated motivation is to increase the per‑share trading price and thereby address Nasdaq’s minimum bid price deficiency (the Company received notice that its bid price had been below $1.00 for 30 consecutive business days). The Board retains discretion whether to implement the split and which ratio to choose, and may abandon the plan if market conditions change. The likely immediate consequence is a higher per‑share price and retroactive adjustment of outstanding security terms (exercise prices and share counts for options and warrants), with fractional shares to be cashed out based on a five‑day average price. Material risks include potential reduced liquidity, higher odd‑lot ownership, and the possibility that any price gain is short‑lived; if the post‑split price falls, percentage declines and market cap volatility can be magnified. The proposal also reduces authorized shares to a level more consistent with the post‑split capitalization, which may modestly lower franchise tax and decrease available shares for future issuance unless restocked by shareholder approval. From a corporate governance view, investors should evaluate the Board’s criteria for selecting the split ratio and the expected impact on liquidity and trading, balanced against the need to maintain Nasdaq listing and access to capital markets.

This proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) for the issuance of up to 18,673,429 Series A Warrants and 18,673,429 Series B Warrants entered into under the June 23, 2026 Purchase Agreement and for the shares issuable upon exercise (or pre‑funded warrants in lieu) of those warrants. Nasdaq requires stockholder approval because the aggregate potential issuance exceeds 20% of outstanding stock and the effective pricing attribution for the warrants is below Nasdaq’s threshold. The warrants, if exercised for cash, could deliver up to approximately $34 million of additional gross proceeds to the Company, enhancing near‑term liquidity for operations; alternatively, if exercised cashlessly or not exercised, issuance would nonetheless dilute existing holders and increase shares outstanding. The issuance includes investor protections such as beneficial ownership limitations (generally 19.99%) and possible pre‑funded warrant exercises to manage ownership caps. From a governance perspective, shareholders should weigh the tradeoff between obtaining committed financing and the significant potential dilution and market overhang represented by the large warrant pool. The fact that certain directors and officers participated in the Private Placement amplifies related‑party considerations (addressed in Proposal 8). If shareholders do not approve, the Purchase Agreement remains binding and the Company must re‑solicit approval periodically, increasing cost and distraction; failure to obtain approval could threaten the Company’s ability to finance operations and increase bankruptcy risk. The Board recommends approval to permit the financing to proceed and to preserve strategic optionality, while investors should monitor dilution modeling, registration commitments and potential anti‑dilution provisions or repricing features.

This proposal seeks shareholder approval under Nasdaq Listing Rule 5635(c) for the portion of the Series A and Series B Warrants allocated to certain directors and officers (aggregate up to 1,680,565 warrants of each series). Nasdaq requires separate approval for related‑party issuances that are priced below the market attribution threshold; although the Common Shares and pre‑funded warrants in the Private Placement were sold at market, the attributed value for the warrants triggers the rule. Approval would permit insiders who subscribed to participate in the Private Placement to receive the warrants and enable the Company to satisfy the Purchase Agreement without creating a Nasdaq violation. The key governance issues for investors are potential conflicts of interest and insider participation in a deeply dilutive financing vehicle; shareholders should review pricing, beneficial ownership limits, and whether insider participation was conducted on terms materially different from other investors. The Board argues approval is necessary to consummate financing and to align insider investors with company prospects, while investors will want transparency around insider commitments, any side‑agreements, and how the proceeds will be used. If not approved, the insiders would not receive the warrants and the Company would be required to re‑solicit approval repeatedly, increasing cost and operational distraction; shareholders should balance these pragmatic considerations against dilution and governance concerns.