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CalciMedica (NASDAQ: CALC) gains 6.9% holder via June 2026 private placement

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

Bering Partners II and affiliates filed a Schedule 13D reporting beneficial ownership of 2,113,513 shares of CalciMedica common stock, representing 6.9% of the outstanding shares. The stake is held through Bering Partners II, L.P., a venture capital investment entity.

The position was built through shares received in CalciMedica’s merger with Graybug Vision, prior private placements, open-market purchases, an underwritten offering, and a June 25, 2026 private placement in which Bering II bought 1,450,267 units at $0.8033 per unit. Bering II also holds warrants, including a remaining warrant at an exercise price of $7.15 and rights to receive Series A and Series B warrants, all subject to ownership caps generally not exceeding 19.99%.

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Beneficial ownership 2,113,513 shares CalciMedica common stock held by reporting persons
Ownership percentage 6.9% Portion of CalciMedica common stock outstanding
Shares outstanding baseline 30,736,401 shares Common stock after June 25, 2026 private placement
June 2026 units purchased 1,450,267 units Private placement units bought at $0.8033 per unit
June 2026 investment $1,164,999.48 Aggregate price paid by Bering II for units
Remaining warrant strike $7.15 per share Exercise price of remaining common stock warrant
Series A warrant strike $0.8033 per share Exercise price for Series A Warrant shares
Ownership cap 19.99% Maximum beneficial ownership allowed for certain warrants
Schedule 13D regulatory
"The Reporting Persons ownership was previously reported on the Schedule 13G filed with the Commission on October 29, 2025 (the "Schedule 13G")."
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
beneficial ownership financial
"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"
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.
Pre-Funded Warrant financial
"one pre-funded warrant to purchase one share of Common Stock (each, a "Pre-Funded Warrant" and collectively, the "Pre-Funded Warrants")"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Series A Warrant financial
"The Series A Warrants shall have an exercise price equal to $0.8033 per Warrant Share, will be exercisable immediately upon issuance"
A Series A warrant is a contract issued alongside a company’s early funding round that gives the holder the right to buy a set number of shares later at a fixed price. Think of it like a coupon that lets an investor purchase stock at today’s agreed price even if the company’s value rises; it can boost potential upside for the warrant holder and create dilution for existing shareholders, so investors watch them when assessing ownership and future share value.
Series B Warrant financial
"The Series B Warrants shall have an exercise price equal to $1.00 per Warrant Share, will be exercisable immediately upon issuance"
A Series B warrant is a tradable right issued alongside a Series B funding round that lets its holder buy a specified number of company shares at a fixed price for a set period. It matters to investors because exercising the warrant increases the total shares outstanding (dilution) and can be a cheap way to gain ownership if the company’s value rises — think of it like a coupon to buy stock later at today’s price.
Stockholder Approval regulatory
""Stockholder Approval" means such approval as may be required by the applicable rules and regulations of The Nasdaq Capital Market"
Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.
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FAQ

What stake in CalciMedica (CALC) does Bering Partners report on this Schedule 13D?

Bering Partners II and related reporting persons report beneficial ownership of 2,113,513 CalciMedica common shares, equal to 6.9% of the company. This percentage is based on 30,736,401 shares outstanding after a June 2026 private placement and prior outstanding shares.

How did Bering Partners build its CalciMedica (CALC) position?

The position came from multiple transactions: merger consideration of 82,111 shares, a January 2024 private placement, open-market purchases between July and September 2024, a November 2024 underwritten offering, and a June 25, 2026 private placement of 1,450,267 units.

What did Bering II invest in CalciMedica’s June 2026 private placement?

On June 25, 2026, Bering II bought 1,450,267 units at $0.8033 per unit, for an aggregate purchase price of $1,164,999.48. Each unit included one common share and rights to receive Series A and Series B warrants, subject to stockholder approval.

What is the beneficial ownership limitation mentioned in the CalciMedica filing?

Several CalciMedica warrants, including the remaining warrant and new Series A and B warrants, include a beneficial ownership limitation generally not exceeding 19.99%. This cap restricts exercises that would push a holder’s ownership above that level immediately after exercise.

Who are the individuals behind Bering Partners’ CalciMedica (CALC) investment?

The filing lists Evgeny Zaytsev and Philip Sawyer as managing members of Bering II GP, the general partner of Bering II. Mr. Zaytsev also serves on CalciMedica’s board of directors and has an indemnity agreement with the company.





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)
06/25/2026

(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).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 2,113,513 shares of Common Stock (as defined in Item 1(a)). 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 30,736,401 shares, as follows: (i) 15,798,031 of Common Stock outstanding as of May 6, 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 May 12, 2026 (the Form 10-Q), plus (ii) 14,938,370 shares of Common Stock issued in the Issuer's private placement transaction which closed on June 25, 2026 (the Offering), which transaction was disclosed by the Issuer in its current report on Form 8-K filed with the Commission on June 24, 2026 (the 8-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 2,113,513 shares of Common Stock. 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 30,736,401 shares, as follows: (i) 15,798,031 of Common Stock outstanding as of May 6, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) 14,938,370 shares of Common Stock issued in the Offering, which transaction was disclosed by the Issuer in the 8-K.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 2,113,513 shares of Common Stock. 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 30,736,401 shares, as follows: (i) 15,798,031 of Common Stock outstanding as of May 6, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) 14,938,370 shares of Common Stock issued in the Offering, which transaction was disclosed by the Issuer in the 8-K.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 2,113,513 shares of Common Stock. 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 30,736,401 shares, as follows: (i) 15,798,031 of Common Stock outstanding as of May 6, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) 14,938,370 shares of Common Stock issued in the Offering, which transaction was disclosed by the Issuer in the 8-K.


SCHEDULE 13D


Bering Partners II GP, L.L.C.
Signature:/s/ Evgeny Zaytsev
Name/Title:Evgeny Zaytsev, Managing Member
Date:07/02/2026
Bering Partners II, L.P.
Signature:/s/ Evgeny Zaytsev
Name/Title:Evgeny Zaytsev, Managing Member of the General Partner
Date:07/02/2026
Evgeny Zaytsev
Signature:/s/ Evgeny Zaytsev
Name/Title:Evgeny Zaytsev
Date:07/02/2026
Philip M Sawyer
Signature:/s/ Philip Sawyer
Name/Title:Philip Sawyer
Date:07/02/2026