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    Amendment: SEC Form SC 13D/A filed by CalciMedica Inc.

    11/6/24 4:17:55 PM ET
    $CALC
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $CALC alert in real time by email
    SC 13D/A 1 d863325dsc13da.htm SC 13D/A SC 13D/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington 20549

     

     

    SCHEDULE 13D/A

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)

     

     

    CALCIMEDICA, INC.

    (Name of Issuer)

    Common Stock, par value $0.0001 per share

    (Title of Class of Securities)

    38942Q 202

    (CUSIP Number)

    Valence Investments SPV IV, LLC

    Valence Investments SPV V, LLC

    Valence Investments SPV VI, LLC

    Eric Roberts

    Rachel Leheny

    590 Madison Avenue, 21st Floor

    New York, NY 10022

    (212) 521-4379

    with copy to:

    Evan Ng

    Dorsey & Whitney LLP

    167 Hamilton Avenue, Suite 200

    Palo Alto, CA 94301

    (650) 565-2252

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    November 1, 2024

    (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. ☐

     

     

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

     

     

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    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).

     

     

     


    CUSIP No. 38942Q 202    SCHEDULE 13D    Page 2 of 8

     

     1   

     NAMES OF REPORTING PERSON:   Valence Investments SPV IV, LLC

     

     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

     (a) ☐  (b) ☐

     

     3  

     SEC USE ONLY:

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS):

     

     OO

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION:

     

     Delaware

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER:

     

     0

        8  

     SHARED VOTING POWER:

     

     356,989 (See Item 5)

        9  

     SOLE DISPOSITIVE POWER:

     

     0

       10  

     SHARED DISPOSITIVE POWER:

     

     356,989 (See Item 5)

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

     

     356,989 (See Item 5)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐

     

     Not Applicable

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

     

     2.7%1

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

     

     PN

     

    1 

    The calculation of percentage ownership is based on a total of 13,470,156 shares of Issuer common stock as of November 1, 2024, as set forth in the Issuer’s prospectus supplement filed with the SEC on October 31, 2024.


    CUSIP No. 38942Q 202    SCHEDULE 13D    Page 3 of 8

     

     1   

     NAMES OF REPORTING PERSON:   Valence Investments SPV V, LLC

     

     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

     (a) ☐  (b) ☐

     

     3  

     SEC USE ONLY:

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS):

     

     OO

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION:

     

     Delaware

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER:

     

     0

        8  

     SHARED VOTING POWER:

     

     86,0982 (See Item 5)

        9  

     SOLE DISPOSITIVE POWER:

     

     0

       10  

     SHARED DISPOSITIVE POWER:

     

     86,0982 (See Item 5)

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

     

     86,0982 (See Item 5)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

     

     0.6%3

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

     

     PN

     

    2 

    Includes 66,228 shares of common stock and 19,870 immediately exercisable warrants to purchase common stock at an exercise price of $27.94 per share received pursuant to the Merger Agreement.

    3 

    The calculation of percentage ownership is based on a total of 13,470,156 shares of Issuer common stock as of November 1, 2024, as set forth in the Issuer’s prospectus supplement filed with the SEC on October 31, 2024.


    CUSIP No. 38942Q 202    SCHEDULE 13D    Page 4 of 8

     

     1   

     NAMES OF REPORTING PERSON:   Valence Investments SPV VI, LLC

     

     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

     (a) ☐  (b) ☐

     

     3  

     SEC USE ONLY:

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS):

     

     OO

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION:

     

     Delaware

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER:

     

     0

        8  

     SHARED VOTING POWER:

     

     316,109 (See Item 5)

        9  

     SOLE DISPOSITIVE POWER:

     

     0

       10  

     SHARED DISPOSITIVE POWER:

     

     316,109 (See Item 5)

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

     

     316,109 (See Item 5)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

     

     2.3%4

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

     

     PN

     

    4 

    The calculation of percentage ownership is based on a total of 13,470,156 shares of Issuer common stock as of November 1, 2024, as set forth in the Issuer’s prospectus supplement filed with the SEC on October 31, 2024.


    CUSIP No. 38942Q 202    SCHEDULE 13D    Page 5 of 8

     

     1   

     NAMES OF REPORTING PERSON:   Eric W. Roberts

     

     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

     (a) ☐  (b) ☐

     

     3  

     SEC USE ONLY:

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS):

     

     PF

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION:

     

     United States

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER:

     

     455,0655

        8  

     SHARED VOTING POWER:

     

     759,1966 (See Item 5)

        9  

     SOLE DISPOSITIVE POWER:

     

     455,0655

       10  

     SHARED DISPOSITIVE POWER:

     

     759,1966 (See Item 5)

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

     

     1,214,2616 (See Item 5)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

     

     9.0%7

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

     

     IN

     

    5 

    Includes 164,706 shares of common stock held directly by Mr. Roberts, 73,778 shares of common stock held in individual retirement accounts for the benefit of Mr. Roberts, 168,896 Employee Stock Options to purchase common stock at an exercise price ranging from $3.25 to $17.34, and 47,685 warrants to purchase common stock at an exercise price ranging from $7.15 to $10.42 per share.

    6 

    Includes 19,870 warrants to purchase common stock at an exercise price of $27.94 held by Valence Investments SPV V, LLC, 356,989 shares of common stock held by Valence Investments SPV IV, LLC, 66,228 shares of common stock held by Valence Investments SPV V, LLC, and 316,109 shares of common stock held by Valence Investments SPV VI, LLC. Mr. Roberts is a co-founder and managing director of Valence Investments SPV IV, LLC, Valence Investments SPV V, LLC, and Valence Investments SPV VI, LLC.

    7 

    The calculation of percentage ownership is based on a total of 13,470,156 shares of Issuer common stock as of November 1, 2024, as set forth in the Issuer’s prospectus supplement filed with the SEC on October 31, 2024.


    CUSIP No. 38942Q 202    SCHEDULE 13D    Page 6 of 8

     

     1   

     NAMES OF REPORTING PERSON:   A. Rachel Leheny

     

     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

     (a) ☐  (b) ☐

     

     3  

     SEC USE ONLY:

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS):

     

     PF

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION:

     

     United States

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER:

     

     458,4828

        8  

     SHARED VOTING POWER:

     

     759,1969 (See Item 5)

        9  

     SOLE DISPOSITIVE POWER:

     

     458,4828

       10  

     SHARED DISPOSITIVE POWER:

     

     759,1969 (See Item 5)

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

     

     1,217,6788,9 (See Item 5)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

     

     9.0%10

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

     

     IN

     

    8 

    Includes 130,926 shares of common stock held directly by Ms. Leheny, 1,000 shares of common stock held by Ms. Leheny’s spouse, 281,013 Employee Stock Options to purchase common stock at an exercise price ranging from $2.44 to $17.34, and 45,543 warrants to purchase common stock at an exercise price equal to $7.15 per share.

    9 

    Includes 19,870 warrants to purchase common stock at an exercise price of $27.94 held by Valence Investments SPV V, LLC, 356,989 shares of common stock held by Valence Investments SPV IV, LLC, 66,228 shares of common stock held by Valence Investments SPV V, LLC, and 316,109 shares of common stock held by Valence Investments SPV VI, LLC. Ms. Leheny is a co-founder and managing director of Valence Investments SPV IV, LLC, Valence Investments SPV V, LLC, and Valence Investments SPV VI, LLC.

    10 

    The calculation of percentage ownership is based on a total of 13,470,156 shares of Issuer common stock as of November 1, 2024, as set forth in the Issuer’s prospectus supplement filed with the SEC on October 31, 2024.


    CUSIP No. 38942Q 202    SCHEDULE 13D    Page 7 of 8

     

    Reference is hereby made to the statements on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2023, as amended by Amendment No 1 filed with the SEC on November 22, 2023 and Amendment No 2 filed with the SEC on February 8, 2024 (collectively, the “Schedule 13D”), which is incorporated by reference.

    This Amendment No. 3 to the Schedule 13D filed, relating to the common stock, par value $0.0001 per share (the “Common Stock”) of CalciMedica, Inc., a Delaware corporation (the “Issuer”) amends and supplements certain of the items set forth therein.

    Item 3. Source and Amount of Funds or Other Consideration.

    Item 3 is hereby amended supplemented by adding the following at the end of Item 3:

    Open-Market Purchases

    Since February 8, 2024, Mr. Roberts and Ms. Leheny have made purchases of Common Stock in open market transactions using their personal funds. Such transactions are described in greater detail in Item 5 below.

    Underwritten Offering

    On October 30, 2024, the Issuer entered into an underwriting agreement with JonesTrading Institutional Services LLC, (the “Underwriter”), relating to the issuance and sale in a public offering of 2,720,000 shares of the Issuer’s Common Stock. The price to the public in the offering was $3.75 per share. Mr. Roberts and Ms. Leheny purchased 53,333 shares of Common Stock and 20,000 shares of Common Stock, respectively, at the public offering price from the Underwriter. The offering closed on November 1, 2024. Mr. Roberts and Ms. Leheny each used personal funds to acquire the securities.

    Item 5. Interest in Securities of the Issuer.

    Item 5 is hereby amended and supplemented as follows:

    Certain warrants held by the Reporting Persons, which were acquired in January 2024 and had an exercise price of $5.36 per share, expired in July 2024, without being exercised.

    The Reporting Persons effected the following transactions in the Common Stock on the dates indicated, and such transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty days preceding the filing of this Amendment, or since the last 13D filing, whichever is less:

     

    Name

      

    Nature of

    Transaction

       Date      Number of
    Shares of
    Common
    Stock
         Price per Share  

    Roberts

       Open Market Purchase      4/1/2024        746      $ 3.90  

    Roberts

       Open Market Purchase      4/2/2024        3,254      $ 3.90  

    Roberts

       Open Market Purchase      6/27/2024        5,000      $ 3.22  

    Roberts

       Open Market Purchase      8/21/2024        5,000      $ 4.04  

    Roberts

       Open Market Purchase      8/23/2024        2,000      $ 3.5785  

    Roberts

       Open Market Purchase      8/23/2024        3,000      $ 3.57  

    Leheny

       Open Market Purchase      8/27/2024        1,000      $ 4.20 - $4.27  

    Leheny

       Purchase in Underwritten Offering      11/1/2024        20,000      $ 3.75  

    Roberts

       Purchase in Underwritten Offering      11/1/2024        53,333      $ 3.75  


    CUSIP No. 38942Q 202    SCHEDULE 13D    Page 8 of 8

     

    Signatures

    After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

     

        VALENCE INVESTMENTS SPV IV, LLC
    Dated: November 6, 2024     By:  

    /s/ Eric Roberts

          Name: Eric Roberts
          Title: Manager
        VALENCE INVESTMENTS SPV V, LLC
    Dated: November 6, 2024     By:  

    /s/ Eric Roberts

          Name: Eric Roberts
          Title: Manager
        VALENCE INVESTMENTS SPV VI, LLC
    Dated: November 6, 2024     By:  

    /s/ Eric Roberts

          Name: Eric Roberts
          Title: Manager
        ERIC ROBERTS:
    Dated: November 6, 2024     By:  

    /s/ Eric Roberts

        A. RACHEL LEHENY:
    Dated: November 6, 2024     By:  

    /s/ A. Rachel Leheny

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      LA JOLLA, Calif., April 1, 2025 /PRNewswire/ -- CalciMedica Inc. ("CalciMedica" or the "Company") (NASDAQ:CALC), a clinical-stage biopharmaceutical company focused on developing novel calcium release-activated calcium (CRAC) channel inhibition therapies for acute and chronic inflammatory and immunologic illnesses, today announced that Rachel Leheny, Ph.D., Chief Executive Officer, will present at the Jones Healthcare and Technology Innovation Conference on Wednesday, April 9, 2025, at 11:00 a.m. PT. A live webcast of the presentation can be accessed in the "Upcoming Events" se

      4/1/25 7:00:00 AM ET
      $CALC
      Biotechnology: Pharmaceutical Preparations
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    SEC Filings

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    • SEC Form 8-K filed by CalciMedica Inc.

      8-K - CalciMedica, Inc. (0001534133) (Filer)

      6/6/25 7:00:21 AM ET
      $CALC
      Biotechnology: Pharmaceutical Preparations
      Health Care
    • SEC Form 10-Q filed by CalciMedica Inc.

      10-Q - CalciMedica, Inc. (0001534133) (Filer)

      5/14/25 4:15:43 PM ET
      $CALC
      Biotechnology: Pharmaceutical Preparations
      Health Care
    • Amendment: SEC Form SCHEDULE 13G/A filed by CalciMedica Inc.

      SCHEDULE 13G/A - CalciMedica, Inc. (0001534133) (Subject)

      5/14/25 4:07:12 PM ET
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      Biotechnology: Pharmaceutical Preparations
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    $CALC
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

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    • SEC Form SC 13D filed by CalciMedica Inc.

      SC 13D - CalciMedica, Inc. (0001534133) (Subject)

      11/26/24 6:03:55 AM ET
      $CALC
      Biotechnology: Pharmaceutical Preparations
      Health Care
    • Amendment: SEC Form SC 13G/A filed by CalciMedica Inc.

      SC 13G/A - CalciMedica, Inc. (0001534133) (Subject)

      11/14/24 3:32:39 PM ET
      $CALC
      Biotechnology: Pharmaceutical Preparations
      Health Care
    • Amendment: SEC Form SC 13G/A filed by CalciMedica Inc.

      SC 13G/A - CalciMedica, Inc. (0001534133) (Subject)

      11/14/24 1:05:20 PM ET
      $CALC
      Biotechnology: Pharmaceutical Preparations
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    $CALC
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    • CalciMedica to Present Late-Breaking Positive Data, Including a Win Ratio Analysis, from Phase 2b CARPO Trial of Auxora™ in Acute Pancreatitis (AP) at the American College of Gastroenterology (ACG) 2024 Annual Scientific Meeting

      Statistically significant 100% reduction (p = 0.0027) in new-onset severe respiratory failure and 64.2% reduction (p = 0.0476) in new-onset persistent respiratory failure in combined high and medium dose Auxora patients versus combined low dose Auxora and placebo patients Statistically significant stratified win ratio of 1.640 (p = 0.0372) for high dose Auxora compared to placebo Clinically meaningful reduction observed for high dose Auxora patients compared to placebo in additional key endpoints: new-onset necrotizing pancreatitis and time to medically indicated discharge Conference call and webcast to review full data set from the Ph2b CARPO trial to be held at 12 p.m. ET/ 9 a.m. PT LA JOL

      10/30/24 7:00:00 AM ET
      $CALC
      Biotechnology: Pharmaceutical Preparations
      Health Care
    • CalciMedica to Host a Call to Review Full Data Set, including a Win Ratio Analysis, from Phase 2b CARPO Trial of Auxora™ in Acute Pancreatitis (AP)

      Conference call and webcast to be held Wednesday, October 30, 2024 at 12 p.m. ET/ 9 a.m. PT LA JOLLA, Calif., Oct. 28, 2024 /PRNewswire/ -- CalciMedica Inc. ("CalciMedica") (NASDAQ:CALC), a clinical-stage biopharmaceutical company focused on developing novel calcium release-activated calcium (CRAC) channel inhibition therapies for acute and chronic inflammatory and immunologic illnesses, today announced that it will host a call on Wednesday, October 30, 2024 at 12 p.m. ET/ 9 a.m. PT to review the full data set and win ratio analysis from the Company's Phase 2b CARPO trial of Auxora™ in acute pancreatitis (AP) with accompanying systemic inflammatory response syndrome (SIRS). Prof. Robert Sutt

      10/28/24 4:05:00 PM ET
      $CALC
      Biotechnology: Pharmaceutical Preparations
      Health Care
    • CalciMedica Reports Second Quarter 2024 Financial Results and Provides Clinical & Corporate Updates

      Positive topline data announced from CARPO, Phase 2b trial of Auxora™ in acute pancreatitis (AP); additional data to be presented at a medical meeting later this year First patient enrolled in KOURAGE, Phase 2 trial of Auxora™ in severe acute kidney injury (AKI), with data expected in 2025 LA JOLLA, Calif., Aug. 12, 2024 /PRNewswire/ -- CalciMedica Inc. ("CalciMedica or the Company") (NASDAQ:CALC), a clinical-stage biopharmaceutical company focused on developing novel calcium release-activated calcium (CRAC) channel inhibition therapies for acute and chronic inflammatory and immunologic illnesses, today reported financial results for the second quarter ended June 30, 2024.

      8/12/24 4:10:00 PM ET
      $CALC
      Biotechnology: Pharmaceutical Preparations
      Health Care