CalciMedica, Inc. signed a letter of intent to acquire Graybug Vision, Inc. (NasdaqGM:GRAY) from a group of shareholders in a reverse merger transaction on September 26, 2022. CalciMedica, Inc. entered into a definitive merger agreement to acquire Graybug Vision, Inc. (NasdaqGM:GRAY) from a group of shareholders in a reverse merger transaction on November 21, 2022. Post deal completion, Graybug equity holders are expected to collectively own approximately 29% of the combined company, and pre-merger CalciMedica equity holders are expected to collectively own approximately 71% of the combined company. A private placement financing expected to occur immediately prior to the merger closing. Approximately $35 million in cash and cash equivalents anticipated from the combined company. Following the deal, the combined company will be headquartered in La Jolla, California and Rachel Leheny, will serve as Chief Executive Officer of the combined company. The merger agreement provides that the board of directors of the combined company will be composed of seven members, five selected by CalciMedica and two selected by Graybug. Upon termination of the Merger Agreement by CalciMedica or Graybug in certain circumstances, a termination fee of $1 million may be payable by CalciMedica to Graybug or by Graybug to CalciMedica. Additionally, in the event of a termination under certain circumstances by Graybug to enter into an alternative superior transaction, a termination fee of $1.5 million may be payable by Graybug to CalciMedica. The combined company is expected to trade on the Nasdaq Global Market. The agreement has been unanimously approved by the boards of directors of both companies and is subject to the approvals by the stockholders of each company, the shares of Graybug common stock to be issued in the Merger being approved for listing on the Nasdaq Stock Market, the CalciMedica stockholders not having exercised statutory appraisal rights, Graybug's net cash as of the anticipated closing date as finally determined being no less than $18 million, the waiting period, to the extent applicable to the consummation of the Merger, under the HSR Act, and any extensions thereof, shall have expired or been terminated and other customary closing conditions. The shareholders meeting of Graybug is scheduled on March 15, 2023. The board of directors of Graybug (the “Board”) has determined to set effect a reverse stock split of Graybug's common stock at a ratio of 14 to 1 (“the Reverse Stock Split”). The Reverse Stock Split will become effective following the close of trading hours March 17, 2023. The proposed merger is expected to close in the first quarter of 2023. Piper Sandler is serving as financial advisor and fairness opinion provider and Effie Toshav, David Michaels, Robert Freedman, Julia Forbess, Jake Handy, Liz Gartland, Helen Christakos, Jennifer Yoo and Jeremy Delman of Fenwick & West LLP is serving as legal counsel to Graybug. Oppenheimer & Co. Inc. is serving as financial advisor and Tom Coll, Karen E. Deschaine and Carlos Ramirez of Cooley LLP and Wilson Sonsini Goodrich & Rosati, P.C. acted as as legal counsels to CalciMedica.Piper Sandler acted as a financial advisor to Graybug in connection with the merger and will receive a fee of $3,000,000 from Graybug for providing its services, which is contingent upon the consummation of the merger, except for (i) $100,000 of such fee which has been earned by Piper Sandler upon execution of its engagement letter with Graybug (the “retainer fee”), and (ii) $750,000 of such fee which has been earned by Piper Sandler for rendering its fairness opinion. Mediant Communications, Inc. acted as information agent with a service fee of $22,000 to Graybug.

CalciMedica, Inc. completed the acquisition of Graybug Vision, Inc. (NasdaqGM:GRAY) from a group of shareholders in a reverse merger transaction on March 20, 2023. Pursuant to the terms of the merger, Leheny was appointed as the principal executive officer of the Company and Geffken was appointed as the principal financial officer and principal accounting officer of the Company. The combined company's board of directors is composed of seven members, five selected by CalciMedica, Robert Wilson, Fred Middleton, Allan Shaw, Eric Roberts and Rachel Leheny and two selected by Graybug, Fred Guerard and Eric Bjerkholt. CalciMedica's stock will commence trading on March 21, 2023 on the Nasdaq Global Market under the trading symbol “CALC”. On March 19, 2023, the board of directors of Graybug approved the transaction. On March 20, 2023, the Company changed its name from “Graybug Vision, Inc.” to “CalciMedica, Inc.” (the “Company”). Graybug common stock commenced trading on the Nasdaq Global Market on a post-Reverse Stock Split adjusted basis on March 20, 2023 under the ticker symbol “GRAY.” In connection with the Reverse Stock Split, Graybug obtained a new CUSIP number for Graybug common stock which is 38942Q 202 and Company's common stock will be suspended from Nasdaq on March 30, 2023.