SEC Form SC 13G/A filed by Calithera Biosciences Inc. (Amendment)

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 7)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              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).

(1) Includes 23,625 Shares (as defined below) underlying certain Short Term Warrants (as defined below). The Short Term Warrants are subject to the Warrants Blocker (as defined below).

(1) Includes 23,625 Shares underlying certain Short Term Warrants. The Short Term Warrants are subject to the Warrants Blocker.

(1) Includes 23,625 Shares underlying certain Short Term Warrants. The Short Term Warrants are subject to the Warrants Blocker.

(1) Includes 23,625 Shares underlying certain Short Term Warrants. The Short Term Warrants are subject to the Warrants Blocker.

(1) Includes 23,625 Shares underlying certain Short Term Warrants. The Short Term Warrants are subject to the Warrants Blocker.

(1) Includes 23,625 Shares underlying certain Short Term Warrants. The Short Term Warrants are subject to the Warrants Blocker.

Calithera Biosciences, Inc., a Delaware corporation (the “Issuer”).

343 Oyster Point Blvd., Suite 200

South San Francisco, California 94080

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, par value $0.0001 per share (the “Shares”).

13089P507

As of the close of business on December 31, 2022, the Reporting Persons held an aggregate of 92,130 warrants that are immediately exercisable and expire 18 months from the date of issuance (the “Short Term Warrants”). The Short Term Warrants held by the Reporting Persons are exercisable for an aggregate of 92,130 Shares. Each Short Term Warrant is exercisable for one Share at an exercise price of $10.80 per Share (as adjusted from the original exercise price of $0.54 per Share following the Issuer’s 20:1 reverse stock split as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2022). The exercise of the Short Term Warrants are subject to the limitations of the Warrants Blocker (as defined and described below). As of December 31, 2022, the Warrants Blocker limited the exercise of the Short Term Warrants by the Reporting Persons to 23,625 out of 92,130 Shares underlying the Short Term Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership herein, the Reporting Persons have assumed that certain of the Short Term Warrants held by BVF will be exercised.

As of the close of business on December 31, 2022, the Reporting Persons held an aggregate of 92,130 warrants that are immediately exercisable and expire 5 years from the date of issuance (the “Long Term Warrants” and together with the Short Term Warrants, the “Warrants”). The Long Term Warrants held by the Reporting Persons are exercisable for an aggregate of 92,130 Shares. Each Long Term Warrant is exercisable for one Share at an exercise price of $10.80 per Share (as adjusted from the original exercise price of $0.54 per Share following the Issuer’s 20:1 reverse stock split as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2022). The exercise of the Long Term Warrants are subject to the limitations of the Warrants Blocker. As of December 31, 2022, the Warrants Blocker limited the exercise of the Long Term Warrants by the Reporting Persons to 0 out of 92,130 Shares underlying the Long Term Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership herein, the Reporting Persons have assumed that none of the Long Term Warrants held by the Reporting Persons will be exercised.

Under the terms of the Warrants, a holder of the Warrants will not have the right to exercise any portion of the Warrants it holds if such holder, together with its affiliates and any other person acting as a group together with the holder or any of its affiliates or as otherwise calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 4.99% or 9.99% (at the election of the holder) of the number of Shares outstanding immediately after giving effect to such exercise (the “Warrants Blocker”); provided, however, that each holder may increase or decrease the Warrants Blocker by giving notice to the Issuer, with any such increase not taking effect until the sixty-first (61^st) day after such notice is delivered to the Issuer but not to any percentage in excess of 9.99%. The 9.99% Warrants Blocker currently applies to the Warrants held by the Reporting Persons.

As of the close of business on December 31, 2022, (i) BVF beneficially owned 276,601 Shares, including 23,625 Shares underlying Short Term Warrants held by it, and excluding 30,853 Shares underlying the remaining Short Term Warrants held by it and 54,478 Shares underlying certain Long Term Warrants held by it; (ii) BVF2 beneficially owned 181,483 Shares, excluding 36,942 Shares underlying certain Short Term Warrants held by it and 36,942 Shares underlying certain Long Term Warrants held by it and (iii) Trading Fund OS beneficially owned 22,907 Shares.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 276,601 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 181,483 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 22,907 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 458,084 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 488,367 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”), including 7,376 Shares held in the Partners Managed Account, and excluding 710 Shares underlying certain Short Term Warrants held in the Partners Managed Account and 710 Shares underlying certain Long Term Warrants held in the Partners Managed Account.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 488,367 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 488,367 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based upon a denominator that is the sum of: (i) 4,865,257 Shares outstanding as of November 9, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022, and (ii) 23,625 Shares underlying certain of the Short Term Warrants held by the Reporting Persons, as applicable.

As of the close of business on December 31, 2022, (i) BVF beneficially owned approximately 5.7% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.7% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 5.7% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.7% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.

Not Applicable.

See Exhibit 99.1 to Amendment No. 3 to the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2020.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its 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.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023