CalciMedica (CALC) director granted 2.9M-share warrants with 9.99% cap
Rhea-AI Filing Summary
CalciMedica, Inc. (CALC) reported that director Evgeny Zaytsev, through Bering Partners II, L.P., was granted two series of warrants, each covering 1,450,267 shares of common stock, with exercise prices of $0.8033 and $1.00 per share, respectively. Both warrants become exercisable on or after August 19, 2026 and are subject to a 9.99% beneficial ownership cap. In addition, Zaytsev received a directly held director stock option for 10,000 shares at an exercise price of $0.6131 per share, vesting in monthly installments over one year and expiring on August 18, 2036.
Positive
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Negative
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Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Zaytsev Evgeny
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Warrant F1, F2, F3 | 1,450,267 | $0.00 | $0.00 |
| Grant/Award | Warrant F1, F4, F3 | 1,450,267 | $0.00 | $0.00 |
| Grant/Award | Director Stock Option (Right to Buy) F5 | 10,000 | $0.00 | $0.00 |
Holdings After Transaction:
Warrant — 2,900,534 shares (Indirect, By Bering Partners II, L.P.);
Director Stock Option (Right to Buy) — 10,000 shares (Direct)
Footnotes (5)
- F1. The securities were acquired from the Issuer pursuant to a Securities Purchase Agreement dated June 23, 2026, with a closing date of June 25, 2026. The Securities Purchase Agreement and the issuance of the securities thereunder was approved by an independent committee of the Issuer's Board of Directors.
- F2. The warrant may be exercised on or after August 19, 2026, and on or prior to the earlier of (i) December 25, 2027 and (ii) thirty (30) days following the Issuer's public disclosure of the clearance of its Investigational New Drug Application by the U.S. Food and Drug Administration for CM5480; provided, however, that the holder will be prohibited, subject to certain exceptions, from exercising such warrant for shares of common stock of the Issuer to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock of the Issuer then issued and outstanding, which percentage may be changed at the holder's election to a lower percentage at any time or to a higher percentage upon 61 days' notice to the Issuer.
- F3. The securities are held by Bering Partners II, L.P. ("Bering II"). Bering Partners II GP, L.L.C. ("Bering II GP") is the general partner of Bering II and may be deemed to have voting and dispositive power over the securities held by Bering II. The Reporting Person, a member of the Issuer's board of directors, and Philip Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Each of Bering II GP, the Reporting Person and Mr. Sawyer disclaim beneficial ownership of the securities held by Bering II, except to the extent of such person's pecuniary interest therein.
- F4. The warrant may be exercised on or after August 19, 2026 and on or prior to June 25, 2031; provided, however, that the holder will be prohibited, subject to certain exceptions, from exercising such warrant for shares of common stock of the Issuer to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock of the Issuer then issued and outstanding, which percentage may be changed at the holder's election to a lower percentage at any time or to a higher percentage upon 61 days' notice to the Issuer.
- F5. 1/12th of the shares subject to the option vest in equal monthly installments over a one year period following the date of grant, provided that the option will in any case be fully vested on the date of the 2027 annual meeting of stockholders of CalciMedica, Inc.
Key Figures
Warrant 1 underlying shares: 1,450,267 shares of Common Stock
Warrant 1 exercise price: $0.8033 per share
Warrant 1 latest exercise date: Earlier of December 25, 2027 or 30 days after IND clearance disclosure
+5 more
8 metrics
Warrant 1 underlying shares
1,450,267 shares of Common Stock
Underlying shares for warrant with $0.8033 exercise price acquired August 19, 2026
Warrant 1 exercise price
$0.8033 per share
Conversion or exercise price for 1,450,267-share warrant
Warrant 1 latest exercise date
Earlier of December 25, 2027 or 30 days after IND clearance disclosure
Exercise period end for first warrant, subject to FDA IND clearance timing
Warrant 2 underlying shares
1,450,267 shares of Common Stock
Underlying shares for warrant with $1.00 exercise price acquired August 19, 2026
Warrant 2 exercise price
$1.00 per share
Conversion or exercise price for second 1,450,267-share warrant
Warrant 2 expiration date
June 25, 2031
Final exercise date for second warrant, exercisable on or after August 19, 2026
Beneficial ownership cap
9.99% of outstanding common stock
Maximum ownership allowed immediately before or after warrant exercise
Director option shares and price
10,000 shares at $0.6131 per share
Director stock option grant to Evgeny Zaytsev expiring August 18, 2036
Key Terms
Securities Purchase Agreement, Investigational New Drug Application, beneficial ownership, pecuniary interest, +1 more
5 terms
Securities Purchase Agreement financial
"The securities were acquired from the Issuer pursuant to a Securities Purchase Agreement"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Investigational New Drug Application medical
"following the Issuer's public disclosure of the clearance of its Investigational New Drug Application"
An investigational new drug application is a formal request made to regulatory authorities to begin testing a new medication in humans. It is a critical step in the drug development process, as approval indicates the drug has passed initial safety checks and can be studied further. For investors, this signals that a potential new treatment is progressing through its early testing stages, which can impact the company's future growth prospects.
beneficial ownership financial
"would own more than 9.99% of the total number of shares of common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaim beneficial ownership of the securities held by Bering II, except to the extent of such person's pecuniary interest"
dispositive power financial
"may be deemed to have voting and dispositive power over the securities held by Bering II"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
What derivative securities did director Evgeny Zaytsev acquire in CALC?
Zaytsev, through Bering Partners II, L.P., acquired two warrant grants, each for 1,450,267 shares of CalciMedica common stock, with exercise prices of $0.8033 and $1.00 per share, both exercisable on or after August 19, 2026, subject to a 9.99% ownership cap.
What are the exercise windows and expirations of the new CALC warrants?
One warrant is exercisable from August 19, 2026 until the earlier of December 25, 2027 or 30 days after public disclosure of FDA IND clearance for CM5480. The second warrant is exercisable from August 19, 2026 until June 25, 2031, both subject to a 9.99% cap.
What is the 9.99% beneficial ownership limitation mentioned for CALC warrants?
Each warrant limits exercises so that the holder, together with affiliates and attribution parties, will not own more than 9.99% of CalciMedica’s outstanding common stock immediately before or after exercise, unless the holder elects a different percentage in accordance with the terms.
What stock option grant did Evgeny Zaytsev receive directly from CALC?
Zaytsev received a director stock option for 10,000 shares of CalciMedica common stock at an exercise price of $0.6131 per share, expiring on August 18, 2036, with vesting over one year and full vesting by CalciMedica’s 2027 annual stockholders’ meeting.
How do the CALC director options granted to Zaytsev vest?
For the 10,000-share director option, 1/12th of the shares vest in equal monthly installments over one year following the grant date, and the option will in any case be fully vested on the date of CalciMedica’s 2027 annual stockholders’ meeting.
Who is reported as holding the newly issued CALC warrants?
The warrants are held by Bering Partners II, L.P.. Bering Partners II GP, L.L.C., Evgeny Zaytsev, and Philip Sawyer may be deemed to share voting and dispositive power, but each disclaims beneficial ownership except to the extent of their pecuniary interest.
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