CalciMedica (NASDAQ: CALC) has 9.99% holder blocked from using more warrants

Rhea-AI Filing Summary

CalciMedica, Inc. (CALC) is the subject of an amended Schedule 13D in which Bering Partners II, L.P., its general partner Bering Partners II GP, L.L.C., and individuals Evgeny Zaytsev and Philip M. Sawyer report beneficial ownership of 3,553,398 shares of common stock in aggregate, representing 9.99% of the class. This stake consists of 2,113,513 common shares plus warrants exercisable within 60 days for an additional 1,439,885 shares, including Common Stock Warrants and Series A and Series B Warrants.

The filing states that stockholder approval for issuing the Series A and Series B Warrants was obtained on August 19, 2026, and these warrants held by Bering II were issued the same day. A 9.99% Beneficial Ownership Limitation in the Series A and B Warrants prevents exercise that would push ownership above this threshold, so further warrant shares (an additional 795,650 from each of Series A and B) are excluded from the reported beneficial ownership. The reporting persons state they have shared voting and dispositive power over the reported shares and have not engaged in other transactions in CalciMedica securities in the past 60 days.

Key Figures

Beneficial ownership: 3,553,398 shares Ownership percentage: 9.99% Common shares held: 2,113,513 shares +5 more

8 metrics

Beneficial ownership 3,553,398 shares Aggregate CalciMedica common stock beneficially owned by each reporting person

Ownership percentage 9.99% Percent of CalciMedica common stock represented by 3,553,398 shares

Common shares held 2,113,513 shares CalciMedica common stock held before warrant exercises counted as beneficially owned

Warrants exercisable within 60 days 1,439,885 shares Shares underlying Common Stock Warrants, Series A Warrants, and Series B Warrants

Series A Warrants (excluded by cap) 795,650 shares Additional Series A Warrant shares excluded due to 9.99% Beneficial Ownership Limitation

Series B Warrants (excluded by cap) 795,650 shares Additional Series B Warrant shares excluded due to 9.99% Beneficial Ownership Limitation

Shares outstanding 34,141,460 shares CalciMedica common stock outstanding as of August 5, 2026

Total shares for ownership calculation 35,581,345 shares Outstanding shares plus warrants exercisable within 60 days used to compute 9.99%

Key Terms

Beneficial Ownership Limitation, Series A Warrants, Series B Warrants, shared dispositive power, +1 more

5 terms

Beneficial Ownership Limitation regulatory

"because the Series A Warrants and Series B Warrants contain a provision which prohibits"

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.

Series A Warrants financial

"shares of Common Stock underlying certain Series A Warrants which are exercisable"

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

Series B Warrants financial

"shares of Common Stock underlying certain Series B Warrants which are exercisable"

Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.

shared dispositive power financial

"Shared Dispositive Power 3,553,398.00"

beneficial ownership regulatory

"disclaims beneficial ownership of such 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.

FAQ

What percentage of CalciMedica, Inc. (CALC) does Bering Partners II report owning?

Bering Partners II, Bering Partners II GP, Evgeny Zaytsev, and Philip M. Sawyer report beneficial ownership of 3,553,398 shares of CalciMedica common stock, representing 9.99% of the outstanding class, based on a total of 35,581,345 shares calculated for reporting purposes.

How many CalciMedica (CALC) shares and warrants does Bering Partners II hold?

The reported stake includes 2,113,513 CalciMedica common shares and warrants exercisable within 60 days for an additional 1,439,885 shares, comprising Common Stock Warrants, 654,617 shares underlying Series A Warrants, and 654,617 shares underlying Series B Warrants.

What is the Beneficial Ownership Limitation disclosed for CalciMedica (CALC) warrants?

The Series A Warrants and Series B Warrants include a 9.99% Beneficial Ownership Limitation that prohibits exercises resulting in the holder and its affiliates owning more than 9.99% of CalciMedica’s common stock immediately after exercise.

How many CalciMedica (CALC) shares are outstanding according to this Schedule 13D/A?

The filing bases percentages on 34,141,460 CalciMedica common shares outstanding as of August 5, 2026, plus 1,439,885 shares issuable upon exercise of warrants exercisable within 60 days, for a total of 35,581,345 shares used in the ownership calculation.

When were CalciMedica (CALC) Series A and Series B Warrants issued to Bering II?

Stockholder approval for the issuance of CalciMedica’s Series A and Series B Warrants was obtained on August 19, 2026, and the Series A and Series B Warrants held by Bering II were issued on the same date.

Have the reporting persons traded CalciMedica (CALC) shares recently?

The reporting persons state that, except as reported in this amended Schedule 13D, none of them has effected any transactions in CalciMedica securities within the past 60 days.

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Available on EDGAR 08/21/2026 - 05:00 PM Accepted by SEC EDGAR 08/21/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

CalciMedica, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

38942Q202

(CUSIP Number)

Evgeny Zaytsev
601 California Street, Suite 620,
San Francisco, CA, 94108
(415) 484-1221

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 38942Q202

1

Name of reporting person

Bering Partners II GP, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,553,398.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,553,398.00

11

Aggregate amount beneficially owned by each reporting person

3,553,398.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of (i) 2,113,513 shares of Common Stock (as defined in Item 1(a)), (ii) 130,651 shares of Common Stock underlying Common Stock Warrants (the Common Stock Warrants) which are exercisable within 60 days of this Statement, (iii) 654,617 shares of Common Stock underlying certain Series A Warrants (as defined in Item 3(a)) which are exercisable within 60 days of this Statement, and (iv) 654,617 shares of Common Stock underlying certain Series B Warrants (as defined in Item 3(a)) which are exercisable within 60 days of this Statement. This total excludes (a) 795,650 shares of Common Stock issuable upon exercise of certain Series A Warrants and (b) 795,650 shares of Common Stock issuable upon exercise of certain Series B Warrants because the Series A Warrants and Series B Warrants contain a provision which prohibits the exercise of the Series A Warrants and Series B Warrants to the extent that doing so would result in the holder of the Series A Warrants and Series B Warrants (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) beneficially owning more than 9.99 percent of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the Beneficial Ownership Limitation). All securities are held by Bering II (as defined in Item 2(a)). Bering II GP (as defined in Item 2(a)) is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev (as defined in Item 2(a)), a member of the Issuer's board of directors (the Board), and Mr. Sawyer (as defined in Item 2(a)) are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 35,581,345 shares, as follows: (i) 34,141,460 of Common Stock outstanding as of August 5, 2026, as reported by the Issuer (as defined in Item 1(b)) in its Form 10-Q filed with the United States Securities and Exchange Commission (the Commission) on August 11, 2026 (the Form 10-Q), plus (ii) an aggregate of 1,439,885 shares of Common Stock underlying Common Stock Warrants, Series A Warrants and Series B Warrants (together, the Warrants) which are exercisable within 60 days of this Statement.

SCHEDULE 13D

CUSIP Number(s): 38942Q202

1

Name of reporting person

Bering Partners II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,553,398.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,553,398.00

11

Aggregate amount beneficially owned by each reporting person

3,553,398.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Consists of (i) 2,113,513 shares of Common Stock, (ii) 130,651 shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days of this Statement, (iii) 654,617 shares of Common Stock underlying certain Series A Warrants which are exercisable within 60 days of this Statement, and (iv) 654,617 shares of Common Stock underlying certain Series B Warrants which are exercisable within 60 days of this Statement. This total excludes (a) 795,650 shares of Common Stock issuable upon exercise of certain Series A Warrants and (b) 795,650 shares of Common Stock issuable upon exercise of certain Series B Warrants due to the Beneficial Ownership Limitation. All securities are held by Bering II. Bering II GP is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev, a member of the Issuer's Board, and Mr. Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 35,581,345 shares, as follows: (i) 34,141,460 of Common Stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) an aggregate of 1,439,885 shares of Common Stock issuable upon exercise of the Warrants which are exercisable within 60 days of this Statement.

SCHEDULE 13D

CUSIP Number(s): 38942Q202

1

Name of reporting person

Evgeny Zaytsev

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,553,398.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,553,398.00

11

Aggregate amount beneficially owned by each reporting person

3,553,398.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 2,113,513 shares of Common Stock, (ii) 130,651 shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days of this Statement, (iii) 654,617 shares of Common Stock underlying certain Series A Warrants which are exercisable within 60 days of this Statement, and (iv) 654,617 shares of Common Stock underlying certain Series B Warrants which are exercisable within 60 days of this Statement. This total excludes (a) 795,650 shares of Common Stock issuable upon exercise of certain Series A Warrants and (b) 795,650 shares of Common Stock issuable upon exercise of certain Series B Warrants due to the Beneficial Ownership Limitation. All securities are held by Bering II. Bering II GP is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev, a member of the Issuer's Board, and Mr. Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 35,581,345 shares, as follows: (i) 34,141,460 of Common Stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) an aggregate of 1,439,885 shares of Common Stock issuable upon exercise of the Warrants which are exercisable within 60 days of this Statement.

SCHEDULE 13D

CUSIP Number(s): 38942Q202

1

Name of reporting person

Philip M Sawyer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,553,398.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,553,398.00

11

Aggregate amount beneficially owned by each reporting person

3,553,398.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 2,113,513 shares of Common Stock, (ii) 130,651 shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days of this Statement, (iii) 654,617 shares of Common Stock underlying certain Series A Warrants which are exercisable within 60 days of this Statement, and (iv) 654,617 shares of Common Stock underlying certain Series B Warrants which are exercisable within 60 days of this Statement. This total excludes (a) 795,650 shares of Common Stock issuable upon exercise of certain Series A Warrants and (b) 795,650 shares of Common Stock issuable upon exercise of certain Series B Warrants due to the Beneficial Ownership Limitation. All securities are held by Bering II. Bering II GP is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev, a member of the Issuer's Board, and Mr. Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 35,581,345 shares, as follows: (i) 34,141,460 of Common Stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) an aggregate of 1,439,885 shares of Common Stock issuable upon exercise of the Warrants which are exercisable within 60 days of this Statement.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: CalciMedica, Inc.
(c)	Address of Issuer's Principal Executive Offices: 505 Coast Boulevard South, Suite 307, La Jolla, CALIFORNIA , 92037.
Item 1 Comment: Explanatory Note: This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the Commission on July 2, 2026 (the Original Schedule 13D) and is being filed by Bering Partners II, L.P. ("Bering II") and Bering Partners II GP, L.L.C. ("Bering II GP", and together with Bering II, the Reporting Entities), Mr. Evgeny Zaytsev ("Mr. Zaytsev") and Mr. Philip Sawyer ("Mr. Sawyer"). The Reporting Entities, Mr. Zaytsev, a member of the Issuer's Board, and Mr. Sawyer are collectively referred to as the Reporting Persons. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to the Original Schedule 13D as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	The information set forth in Item 2(a) of the Original Schedule 13D is incorporated herein by reference.
(b)	The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference.
(c)	The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference.
(d)	The information set forth in Item 2(d) of the Original Schedule 13D is incorporated herein by reference.
(e)	The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference.
(f)	The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended by the addition of the following information: The Stockholder Approval for the issuance of the Series A Warrants and Series B Warrants was obtained on August 19, 2026, and the Series A Warrants and Series B Warrants held by Bering II were issued on the same day.
Item 4.	Purpose of Transaction
	The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 7-11 of the cover pages of this Statement and Item 2 above. Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.
(b)	See Items 7-11 of the cover pages of this Statement and Item 2 above. Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.
(c)	Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days.
(d)	The information set forth in Item 5(d) of the Original Schedule 13D is incorporated herein by reference.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 6 of the Original Schedule 13D is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bering Partners II GP, L.L.C.

Signature:	/s/ Evgeny Zaytsev
Name/Title:	Evgeny Zaytsev, Managing Member
Date:	08/21/2026

Bering Partners II, L.P.

Signature:	/s/ Evgeny Zaytsev
Name/Title:	Evgeny Zaytsev, Managing Member of the General Partner
Date:	08/21/2026

Evgeny Zaytsev

Signature:	/s/ Evgeny Zaytsev
Name/Title:	Evgeny Zaytsev
Date:	08/21/2026

Philip M Sawyer

Signature:	/s/ Philip Sawyer
Name/Title:	Philip Sawyer
Date:	08/21/2026