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[SCHEDULE 13G/A] CalciMedica, Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A
Rhea-AI Filing Summary

CalciMedica, Inc. Schedule 13G/A clarifies that a group led by Avenue Venture Opportunities Fund II and affiliated entities reports beneficial ownership of 1,359,553 shares, representing 8.87% of the issuer on a fully diluted basis (13,972,177 shares). The reported position includes 718,390 shares issuable upon conversion of a $2.0 million loan and 641,163 shares issuable upon exercise of warrants.

The Loan and Security Agreement closed on February 28, 2025 for up to $32 million in three tranches; Tranche I funded at closing, Tranche II is available between September 1, 2025 and March 31, 2026 and remained unfunded at the amendment date. The amendment reports that the actual number of common shares held as of the filing is 1,000,358 shares and clarifies conversion rights and voting/dispositive power among the reporting persons.

Positive
  • Clear disclosure of conversion rights and warrant positions tied to the loan facility
  • Detailed timeline for tranche availability and conditions, including Tranche II and Tranche III windows
  • Manager authority (Avenue Capital Management II) over voting and dispositive power is explicitly stated
Negative
  • Potential dilution from 718,390 convertible shares and 641,163 warrant shares included in fully diluted base
  • Tranche II unfunded status means additional conversions could occur upon future funding, creating uncertainty

Insights

TL;DR: A consolidated reporting group discloses an 8.87% fully diluted stake, clarifying convertible loan and warrant holdings and control delegation.

The filing is a clarifying amendment that disaggregates actual shareholdings from contingent conversion and warrant rights tied to a loan facility. Material details include a $2.0 million convertible portion that yields 718,390 shares and 641,163 warrant shares counted in the fully diluted denominator. The manager (Avenue Capital Management II) asserts sole voting and dispositive power over Fund-held securities while disclaiming direct beneficial ownership beyond pecuniary interest. For governance, the disclosure clarifies who can exercise voting rights and confirms no group dissolution or additional control claims.

TL;DR: The lender group holds conversion and warrant rights from a $32M loan facility; Tranche II conditions and unfunded status are key.

The Loan and Security Agreement provides up to $32 million in three tranches with conversion mechanics: Lenders converted $1.0 million into 1,000,358 shares and retain the right to convert an additional $1.0 million after Tranche II funding. Tranche II availability is time-bound and milestone-dependent and remained unfunded at amendment. These contingent equity claims (conversion and warrants) increase potential dilution and are properly reflected in the fully diluted share base used to calculate the 8.87% stake. The filing is informative for assessing potential future dilution and lender equity participation tied to tranche funding.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: (1) Aggregate amount beneficially owned includes 718,390 shares of common stock issuable upon conversion of a loan to Issuer in the principal amount of $2 million and 641,163 shares of common stock issuable upon exercise of warrants outstanding. Such loan is convertible at any time at lender's option at a per share conversion price of $2.784. (2) Percent of class is based on. 13,972,177 fully diluted shares of Common Stock of CalciMedica, Inc. (the "Issuer") outstanding as of August 6, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) Avenue Capital Management II, L.P. is a registered investment adviser and is the manager ("Manager") of Avenue Venture Opportunities Fund II, L.P. (the "Fund"). The general partner of the Fund has delegated all management authority to Manager and therefore, Manager has sole voting and dispositive power over all securities of Issuer held by the Fund but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 13,972,177 shares of Common Stock of Issuer outstanding as of August 6, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) Avenue Venture Opportunities Partners II, LLC ("AVOPII") is the general partner of the Fund. AVOPII has delegated voting and dispositive power over securities held by the Fund to Manager and disclaims beneficial ownership of securities held by the Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 13,972,177 shares of Issuer's common stock outstanding as of August 6, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) GL Venture Opportunities Partners II, LLC ("GLVOPII") is the managing member of AVOPII, the general partner of the Fund. GLVOPII has no voting or dispositive power over securities held by the Fund and disclaims beneficial ownership of securities held by the Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 13,972,177 shares of Issuer's common stock outstanding as of August 6, 2025.


SCHEDULE 13G




Comment for Type of Reporting Person: (1) Marc Lasry is the beneficial owner of GLVOPII and therefore, is the ultimate beneficial owner of the Fund. Mr. Lasry does not have voting or dispositive power over securities held by the Fund. (2) Percent of class is based on 13,972,177 shares of Issuer's common stock outstanding as of August 6, 2025.


SCHEDULE 13G



Avenue Venture Opportunities Fund II, L.P.
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member GL Venture Opportunities Partners II LLC, Man. Mbr Avenue Venture Opportunities Partners II LLC, Gen. Ptnr.
Date:09/09/2025
Avenue Capital Management II, L.P.
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member of Avenue Capital Management II GenPar, LLC, General Partner.
Date:09/09/2025
Avenue Venture Opportunities Partners II, LLC
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member of GL Venture Opportunities Partners II, LLC, Managing Member
Date:09/09/2025
GL Venture Opportunities Partners II, LLC
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder Attorney-in-Fact for Marc Lasry, Member
Date:09/09/2025
Marc Lasry
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder Attorney-in-Fact for Marc Lasry
Date:09/09/2025
Exhibit Information

Exhibit 99.1 Power of Attorney dated January 28, 2019 (filed as Exhibit 99.1 to Schedule 13G on October 3, 2024). https://www.sec.gov/Archives/edgar/data/1792691/000182912624006629/beyondair_ex99-1.htm Exhibit 99.2 Joint Filing Agreement (filed as Exhibit 99.2 to Schedule 13G on May 28, 2025). https://www.sec.gov/Archives/edgar/data/1534133/000182912625004015/calcimedica_ex99-2.htm

FAQ

How many CalciMedica (CALC) shares does the reporting group beneficially own?

The group reports an aggregate beneficial ownership of 1,359,553 shares, which equals 8.87% on a fully diluted basis; the actual number of common shares held as of the amendment is 1,000,358.

What components make up the reported 1,359,553 share position?

The fully diluted position includes 718,390 shares issuable upon conversion of a $2.0 million loan and 641,163 shares issuable upon exercise of outstanding warrants.

What are the terms and timing for the loan tranches referenced in the filing?

The Loan Agreement provides up to $32 million in three tranches; Tranche I funded on February 28, 2025, Tranche II is available between September 1, 2025 and March 31, 2026, and Tranche III between October 1, 2025 and March 31, 2026 subject to milestones.

Has Tranche II been funded as of this amendment?

No. The amendment states that Tranche II has not been funded as of the date of the filing.

Who has voting and dispositive power over the reported shares?

Avenue Capital Management II, L.P. is the Manager and asserts sole voting and sole dispositive power over securities held by Avenue Venture Opportunities Fund II, L.P., while disclaiming beneficial ownership beyond any pecuniary interest.
CALCIMEDICA INC

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Biotechnology
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