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