Avenue Group Discloses 8.87% Fully Diluted Stake in CalciMedica (CALC)

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).

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

Corporate Governance Analyst

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.

Credit and Structured Finance Specialist

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/09/2025 - 04:26 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

CALCIMEDICA, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

38942Q202

(CUSIP Number)

09/01/2025

(Date of Event Which Requires Filing of this Statement)

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

CUSIP No. 38942Q202

1

Names of Reporting Persons

Avenue Venture Opportunities Fund II, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,359,553.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.87 %

12

Type of Reporting Person (See Instructions)

OO

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

CUSIP No. 38942Q202

1

Names of Reporting Persons

Avenue Capital Management II, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,359,553.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,359,553.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,359,553.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.87 %

12

Type of Reporting Person (See Instructions)

IA

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

CUSIP No. 38942Q202

1

Names of Reporting Persons

Avenue Venture Opportunities Partners II, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,359,553.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.87 %

12

Type of Reporting Person (See Instructions)

OO

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

CUSIP No. 38942Q202

1

Names of Reporting Persons

GL Venture Opportunities Partners II, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,359,553.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.87 %

12

Type of Reporting Person (See Instructions)

OO

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

CUSIP No. 38942Q202

1

Names of Reporting Persons

Marc Lasry

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,359,553.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.87 %

12

Type of Reporting Person (See Instructions)

IN

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

Item 1.
(a)	Name of issuer: CALCIMEDICA, INC.
(b)	Address of issuer's principal executive offices: 505 Coast Boulevard South, Suite 307, La Jolla, California 92037
Item 2.
(a)	Name of person filing: Avenue Venture Opportunities Fund II, L.P., Avenue Capital Management II, L.P., Avenue Venture Opportunities Partners II, LLC, GL Venture Opportunities Partners II, LLC, Marc Lasry
(b)	Address or principal business office or, if none, residence: Avenue Capital Group 11 West 42nd Street, 9th Floor, New York, New York 10036
(c)	Citizenship: Avenue Venture Opportunities Fund II, L.P., Avenue Capital Management II, L.P., Avenue Venture Opportunities Partners II, LLC, and GL Venture Opportunities Partners II, LLC are organized under the laws of the State of Delaware. Marc Lasry is a U.S. citizen.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 38942Q202
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: This Amendment No. 2 (this "Amendment") amends the Schedule 13G filed with the Securities and Exchange Commission (the "SEC") on May 28, 2025, as amended by Amendment No. 1 filed with the SEC on September 2, 2025 (collectively, the "Schedule 13G"), with respect to the common stock, par value $0.0001 per share (the "Common Stock") of Issuer. This Amendment is being filed solely to clarify the Reporting Persons' beneficial ownership of the Common Stock. Reporting Persons filed Amendment No. 1 on September 2, 2025, to report their right to acquire, but not the acquisition of, Common Stock of Issuer at any time after September 1, 2025, as described below. On February 28, 2025 (the "Closing Date"), Issuer entered into a Loan and Security Agreement and Supplement thereto (together, the "Loan Agreement") with Avenue Venture Opportunities Fund II, L.P. as "Lender" and Avenue Capital Management II, L.P., as administrative agent and collateral agent (collectively, the "Lenders") for an aggregate of up to $32 million in capital growth loans (the "Loans"), to be funded in three tranches, as described in the Loan Agreement. Tranche I of the Loans funded on the Closing Date. Tranche II is available to Issuer between September 1, 2025 and March 31, 2026. Tranche III is to be made available to Issuer between October 1, 2025 and March 31, 2026. Funding of each of Tranche II and Tranche III is subject, among other things, to the achievement of certain milestones. Pursuant to the Loan Agreement, Lenders had the right, prior to the funding of Tranche 2, to convert up to $1 million of the outstanding principal amount of the Loans into Issuer's common stock and reported ownership of 1,000,358 shares of Common Stock issued pursuant to conversion on their Schedule 13G filed on May 28, 2025. Lenders also have the right to convert an additional $1 million of the outstanding principal amount of the Loans at any time after September 1, 2025, provided that Tranche 2 of the Loans has been fully funded. Lenders' obligation to fund Tranche II is subject to, among other things, Issuer's achievement of the Tranche 2 Availability Milestone (as defined in the Loan Agreement). As of the date of this Amendment, Tranche II has not been funded. The actual number of shares of Common Stock held by Reporting Persons as of the date of this Amendment is 1,000,358 shares.
(b)	Percent of class: The information required by this Item 4(b) is set forth in Row (11) of the cover page for each Reporting Person hereto, is incorporated herein by reference for each such Reporting Person, and is qualified by the preceding description of ownership in this Item 4.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by this Item 4(c)(i) is set forth in Row (5) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information required by this Item 4(c)(ii) is set forth in Row (6) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: The information required by this Item 4(c)(iii) is set forth in Row (7) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information required by this Item 4(c)(iv) is set forth in Row (8) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

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