08/21/2026 | Press release | Distributed by Public on 08/21/2026 16:45
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant | $0.8033 | 08/19/2026 | A(1) | 1,450,267 | 08/19/2026(2) | 12/25/2027(2) | Common Stock | 1,450,267 | $ 0 | 1,450,267 | I | By Bering Partners II, L.P.(3) | |||
| Warrant | $1 | 08/19/2026 | A(1) | 1,450,267 | 08/19/2026(4) | 06/25/2031(4) | Common Stock | 1,450,267 | $ 0 | 1,450,267 | I | By Bering Partners II, L.P.(3) | |||
| Director Stock Option (Right to Buy) | $0.6131 | 08/19/2026 | A | 10,000 | (5) | 08/18/2036 | Common Stock | 10,000 | $ 0 | 10,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Zaytsev Evgeny C/O CALCIMEDICA, INC. 505 COAST S. BLVD, SUITE 300-9 LA JOLLA, CA 92037 |
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| /s/ John Dunn, Attorney-in-Fact | 08/21/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The securities were acquired from the Issuer pursuant to a Securities Purchase Agreement dated June 23, 2026, with a closing date of June 25, 2026. The Securities Purchase Agreement and the issuance of the securities thereunder was approved by an independent committee of the Issuer's Board of Directors. |
| (2) | The warrant may be exercised on or after August 19, 2026, and on or prior to the earlier of (i) December 25, 2027 and (ii) thirty (30) days following the Issuer's public disclosure of the clearance of its Investigational New Drug Application by the U.S. Food and Drug Administration for CM5480; provided, however, that the holder will be prohibited, subject to certain exceptions, from exercising such warrant for shares of common stock of the Issuer to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock of the Issuer then issued and outstanding, which percentage may be changed at the holder's election to a lower percentage at any time or to a higher percentage upon 61 days' notice to the Issuer. |
| (3) | The securities are held by Bering Partners II, L.P. ("Bering II"). Bering Partners II GP, L.L.C. ("Bering II GP") is the general partner of Bering II and may be deemed to have voting and dispositive power over the securities held by Bering II. The Reporting Person, a member of the Issuer's board of directors, and Philip Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Each of Bering II GP, the Reporting Person and Mr. Sawyer disclaim beneficial ownership of the securities held by Bering II, except to the extent of such person's pecuniary interest therein. |
| (4) | The warrant may be exercised on or after August 19, 2026 and on or prior to June 25, 2031; provided, however, that the holder will be prohibited, subject to certain exceptions, from exercising such warrant for shares of common stock of the Issuer to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock of the Issuer then issued and outstanding, which percentage may be changed at the holder's election to a lower percentage at any time or to a higher percentage upon 61 days' notice to the Issuer. |
| (5) | 1/12th of the shares subject to the option vest in equal monthly installments over a one year period following the date of grant, provided that the option will in any case be fully vested on the date of the 2027 annual meeting of stockholders of CalciMedica, Inc. |