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Schedule 13G/A: Avenue Group Holds Convertible Positions Equaling 8.87% of CALC

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

CalciMedica, Inc. disclosed that a group led by Avenue Venture Opportunities Fund II, L.P. beneficially owns 1,359,553 shares of common stock, representing 8.87% of the fully diluted class based on 13,972,177 shares. The reported holdings include 718,390 shares issuable upon conversion of a $2.0 million loan convertible at a per‑share price of $2.784 and 641,163 shares issuable upon exercise of outstanding warrants. Avenue Capital Management II, L.P. is the manager with sole voting and dispositive power over the Fund's shares but disclaims direct beneficial ownership except to the extent of pecuniary interest. The filing provides required ownership disclosure and related certifications.

Positive

  • Clear disclosure of aggregate ownership of 1,359,553 shares representing 8.87% on a fully diluted basis
  • Detailed breakdown of convertible loan (718,390 shares) and warrant (641,163 shares) components
  • Managerial authority is explicitly stated: Avenue Capital Management II, L.P. reports sole voting and dispositive power over the Fund's shares

Negative

  • Potential dilution from conversion of a $2.0 million loan into 718,390 shares and exercise of 641,163 warrants
  • Concentrated stake of 8.87% could affect ownership dynamics if conversions or exercises occur

Insights

TL;DR Fund holds an 8.87% fully diluted stake driven largely by convertible debt and warrants.

The Schedule 13G/A discloses a meaningful minority position: 1,359,553 shares, equal to 8.87% of the issuer's fully diluted equity. Material components are a $2.0 million convertible loan (718,390 shares at $2.784 conversion) and 641,163 warrant shares. This structure signals creditor-to-equity conversion exposure and potential future dilution if conversions/exercises occur. The manager (Avenue Capital Management II, L.P.) reports sole voting/dispositive power for the Fund, clarifying voting control without asserting separate beneficial ownership beyond pecuniary interest.

TL;DR Disclosure clarifies voting authority and beneficial ownership but shows concentrated position above 5%.

The filing properly attributes voting and dispositive authority to the registered investment adviser while several related entities and an individual (Marc Lasry) are identified as connected parties who disclaim direct control. The statement includes the required certification that the stake is not held to change control. For governance purposes, an 8.87% economic stake is material for shareholder engagement and could influence negotiations if conversion or warrant exercises alter ownership percentages.






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 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:09/02/2025
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:09/02/2025
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:09/02/2025
GL Venture Opportunities Partners II, LLC
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder Attorney-in-Fact for Marc Lasry, Member
Date:09/02/2025
Marc Lasry
Signature:/s/ Andrew Schinder
Name/Title:Marc Lasry Attorney-in-Fact for Marc Lasry
Date:09/02/2025
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 Avenue Venture Opportunities Fund II hold?

The Fund beneficially owns 1,359,553 shares, representing 8.87% on a fully diluted basis.

What convertible instruments are included in the reported CALC position?

The position includes 718,390 shares issuable upon conversion of a $2.0 million loan convertible at $2.784 per share and 641,163 shares issuable upon exercise of warrants.

Who has voting and dispositive power over the reported shares?

Avenue Capital Management II, L.P. reports sole voting and sole dispositive power over the Fund's CALC securities.

Is the reported stake intended to influence CalciMedica’s control?

The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

On what share base is the 8.87% calculated?

The percentage is based on 13,972,177 fully diluted shares outstanding as of the date referenced in the filing.
CALCIMEDICA INC

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