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CalciMedica (NASDAQ: CALC) extends Avenue loan and issues new $1.00 warrants

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CalciMedica, Inc. amended its loan and warrant arrangements with Avenue funds, extending debt maturity and adding equity-linked features. The company’s $10,000,000 loan now has an interest-only period through September 30, 2027 and a new maturity date of September 1, 2029, in exchange for a $200,000 increase in the final payment fee.

The lender’s conversion right was expanded to allow conversion of up to $3,000,000 of loan principal into common stock or pre-funded warrants at a $1.00 stock purchase price, subject to volume and price conditions and beneficial ownership limits. CalciMedica also reduced the exercise price of an existing warrant on 641,163 shares to $1.00 and issued a new warrant for 1,000,000 shares at $1.00, both with a beneficial ownership cap not to exceed 19.99%. The new warrant is exercisable until June 23, 2031 and, along with the conversion and related securities, was issued in a private transaction relying on a Section 4(a)(2) exemption.

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Insights

CalciMedica gained more time on its debt but added equity-linked obligations.

The amendment keeps the $10,000,000 Avenue loan in place but extends the interest-only period to September 30, 2027 and pushes maturity to September 1, 2029. In return, CalciMedica agreed to a higher $200,000 final payment fee, modestly increasing borrowing cost.

The lender’s conversion capacity rose to $3,000,000 of principal into stock or pre-funded warrants at a $1.00 reference price, and the company granted a new warrant over 1,000,000 shares plus repriced an existing 641,163-share warrant to the same level. Beneficial ownership limits up to 19.99% and anti-dilution adjustments frame potential future equity issuance.

The transactions were structured as unregistered offerings under Section 4(a)(2), so any future impact on the share count will depend on Avenue’s exercise and conversion choices over time, including up to the June 23, 2031 expiration of the new warrant.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Loan principal $10,000,000 Aggregate principal amount outstanding under amended loan
Interest-only period end September 30, 2027 End of interest-only period after amendment
Loan maturity September 1, 2029 New maturity date under amended loan
Final fee increase $200,000 Increase in final payment fee owed to lender
Convertible principal $3,000,000 Maximum loan principal convertible into equity securities
Existing warrant shares 641,163 shares Amended warrant, exercise price reset to $1.00
First Amendment Warrant 1,000,000 shares at $1.00 New warrant exercisable until June 23, 2031
Ownership cap 19.99% Maximum beneficial ownership limitation on exercises
Conversion Option financial
"the Lender’s right, in its discretion, but not the obligation, to convert an aggregate amount of up to $3,000,000"
A conversion option is a built‑in right that lets the owner of one financial instrument — typically a bond or preferred share — swap it for a set number of common shares under prearranged terms. For investors it matters because it provides a chance to share in the company’s upside like a voucher you can redeem for stock, while also creating potential dilution and changing the security’s risk and return profile compared with ordinary bonds or shares.
Pre-Funded Warrants financial
"or in lieu of Common Stock, pre-funded warrants to purchase shares of Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownership limitation financial
"may not be exercised if the aggregate number of shares of common stock beneficially owned by the Lender immediately following such exercise would exceed a specified beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
anti-dilution adjustments financial
"The First Amendment Warrant is subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits."
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
Section 4(a)(2) of the Securities Act regulatory
"was offered and sold by the Company in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
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Understanding 8-K Material Events →
NASDAQ false 0001534133 0001534133 2026-06-23 2026-06-23
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 23, 2026

Date of Report (Date of earliest event reported)

 

 

CalciMedica, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39538   45-2120079

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

505 Coast Boulevard South, Suite 307

La Jolla, California

   92037
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 952-5500

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.0001, par value per share   CALC   The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01 Entry into a Material Definitive Agreement

First Amendment to Loan and Security Agreement

On June 23, 2026 (the “Effective Date”), CalciMedica, Inc. (the “Company”) entered into the First Amendment to Loan Documents (the “Loan First Amendment”) to amend that certain Loan and Security Agreement and that certain Supplement to the Loan and Security Agreement each dated as of February 28, 2025 (together, the “Loan Agreement”) with Avenue Venture Opportunities Fund II, L.P. (the “Lender”) and Avenue Capital Management II, L.P., as administrative agent and collateral agent. The aggregate principal amount outstanding under the Loan First Amendment is $10,000,000.

Pursuant to the Loan First Amendment, the Lender agreed to (i) extend the interest-only period from September 30, 2026 (with amortization payments commencing on October 1, 2026) to September 30, 2027 (with amortization payments commencing on October 1, 2027), and (ii) extend the maturity date from September 1, 2028 to September 1, 2029. Pursuant to the Loan First Amendment, the Company agreed to increase the final payment fee that is payable to Lender on the earlier of (i) the Maturity Date or (ii) the date that the Company prepays all of the outstanding principal in full, by $200,000.

Pursuant to the Loan First Amendment, the Lender’s existing right to convert $1,000,000 of the principal amount under the Loan Agreement into the Company’s common stock was replaced with the Lender’s right, in its discretion, but not the obligation, to convert an aggregate amount of up to $3,000,000 of the principal amount under the Loan Agreement (the “Conversion Option”) into shares of the Company’s common stock, at a price equal to the Stock Purchase Price (as defined below), or in lieu of Common Stock, pre-funded warrants to purchase shares of Common Stock (“Pre-Funded Warrants”), at a price per underlying share equal to the Stock Purchase Price minus $0.0001, (the applicable price, the “Conversion Price” and such securities, the “Conversion Securities”).

Pursuant to the Loan First Amendment, the Company was granted an option (“Put Option”), not to be exercised more than once in any calendar month, to require the Lender to convert the principal amount under the Loan Agreement at the applicable Conversion Price in an amount not to exceed twenty percent (20%) of the average daily trading volume of the Company’s common stock for the previous fifteen (15) consecutive trading days immediately prior to and including the effective date of such conversion (the “Conversion Date”) if the volume-weighted average price of the Company’s common stock for fifteen (15) consecutive trading days immediately preceding the Conversion Date is at least fifty percent (50%) greater than the Conversion Price.

Each of the Conversion Option and the Put Option may not be exercised for shares of common stock if such conversion would result in the Lender together with its attribution parties exceeding a beneficial ownership limitation set by each holder, and such conversion will be exercised for Pre-Funded Warrants.

The Pre-Funded Warrants will have an exercise price of $0.0001 per share, are exercisable immediately upon issuance and remain exercisable until exercised in full.

Warrants

First Amendment to Warrant

As previously disclosed, on February 28, 2025, the Company issued to the Lender a warrant to purchase 641,163 shares of common stock of the Company (the “Warrant”) at an exercise price per share equal to $2.32 (the “Original Stock Purchase Price”).

On June 23, 2026, the Company entered into the First Amendment to Warrant to Purchase Shares of Stock (the “Warrant First Amendment”) to amend the Warrant.

Pursuant to the Warrant First Amendment, the Company amended the Warrant (the “Amended Warrant”) to (i) decrease the Original Stock Purchase Price to $1.00, subject to customary adjustments (the “Stock Purchase Price”) and (ii) include a beneficial ownership limitation pursuant to which the Amended Warrant may not be exercised if the aggregate number of shares of common stock beneficially owned by the Lender immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%.

 

First Amendment Warrant

In connection with the Loan First Amendment, the Company issued to the Lender a warrant to purchase 1,000,000 shares of common stock of the Company (the “First Amendment Warrant”) at an exercise price per share equal to $1.00 (the “Stock Purchase Price”). The First Amendment Warrant, which is exercisable until June 23, 2031 (the “Expiration Date”), was offered and sold by the Company in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In addition, upon a change of control, the Lender would be entitled to receive the shares of common stock underlying the First Amendment Warrant without payment of the exercise price.

The Lender may exercise the First Amendment Warrant at any time, or from time to time up to and including the Expiration Date, by making a cash payment equal to the exercise price multiplied by the quantity of shares. The Lender may also exercise the First Amendment Warrant on a cashless or “net issuance” basis by receiving a net number of shares calculated pursuant to the formula set forth in the First Amendment Warrant. The First Amendment Warrant is subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits. The First Amendment Warrant may not be exercised if the aggregate number of shares of common stock beneficially owned by the Lender immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%.

The other material terms of the Loan Agreement and the Warrant remain effective as described in the Company’s Current Report on Form 8-K filed on March 5, 2025. The foregoing descriptions of the Loan First Amendment, the Warrant First Amendment and the First Amendment Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Loan First Amendment, the form of Pre-Funded Warrant, the Warrant First Amendment and the First Amendment Warrant, copies of which are filed as Exhibit 10.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The offer and sale of the Conversion Option, the Conversion Securities, the First Amendment Warrant and the shares of the Company’s common stock underlying the First Amendment Warrant have not been registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.		   

Description

4.1    Form of Pre-Funded Warrant
4.2    First Amendment to Warrant to Purchase Shares of Stock dated June 23, 2026, by and between CalciMedica, Inc. and Avenue Venture Opportunities Fund II, L.P.
4.3    First Amendment Warrant to Purchase Shares of Stock of CalciMedica, Inc. dated June 23, 2026, by and between CalciMedica, Inc., Avenue Venture Opportunities Fund II, L.P. and Avenue Capital Management II, L.P.
10.1    First Amendment to Loan Documents dated June 23, 2026, by and between CalciMedica, Inc., Avenue Venture Opportunities Fund II, L.P. and Avenue Capital Management II, L.P.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

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

 

    CalciMedica, Inc.
Date: June 24, 2026     By:  

/s/ A. Rachel Leheny, Ph.D.

    Name:   A. Rachel Leheny, Ph.D.
    Title:   Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change did CalciMedica (CALC) make to its Avenue loan?

CalciMedica extended its $10,000,000 Avenue loan’s interest-only period to September 30, 2027 and moved the maturity date to September 1, 2029. In exchange, it increased the final payment fee owed at repayment by $200,000 under the amended loan agreement.

How does the new conversion feature work in CalciMedica’s amended loan?

The lender may convert up to $3,000,000 of loan principal into CalciMedica common stock or pre-funded warrants at a $1.00 stock purchase price. A company “put option” allows CalciMedica to require conversions if trading volume and price thresholds are met, subject to ownership limits.

What warrants are outstanding under CalciMedica’s June 2026 amendments?

CalciMedica reduced the exercise price on a warrant for 641,163 shares to $1.00 and issued a new “First Amendment Warrant” for 1,000,000 shares at $1.00. The new warrant is exercisable until June 23, 2031 and includes a beneficial ownership cap up to 19.99%.

What is the beneficial ownership limitation in CalciMedica’s amended warrants?

Both the amended existing warrant and the new First Amendment Warrant include a beneficial ownership limitation, so they cannot be exercised if Avenue’s beneficial ownership would exceed a chosen cap, not to exceed 19.99%. Similar limits apply to conversions into common stock under the loan.

How were CalciMedica’s new warrants and conversion rights issued under securities laws?

The conversion option, related conversion securities, and the new First Amendment Warrant were offered and sold without SEC registration under Section 4(a)(2) of the Securities Act. This exemption permits private offerings, so resale generally requires registration or another applicable exemption.

What are CalciMedica’s pre-funded warrants mentioned in the amendment?

Pre-funded warrants allow Avenue to receive equity-like exposure with an exercise price of $0.0001 per share. They are exercisable immediately upon issuance and remain exercisable until fully exercised, and are an alternative to receiving common stock when applying ownership limits to conversions.

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