SCHEDULE: Avenue Capital Discloses 8.87% Stake in CalciMedica
Schedule 13G Amendment
Avenue Capital entities disclose an 8.87% beneficial ownership stake in CalciMedica, Inc., including convertible loans and warrants, while noting a delay in further loan tranche funding.
Summary
- Avenue Venture Opportunities Fund II, L.P. and related entities (Avenue Capital Management II, L.P., Avenue Venture Opportunities Partners II, LLC, GL Venture Opportunities Partners II, LLC, and Marc Lasry) collectively reported beneficial ownership of 1,359,553 shares of CalciMedica, Inc. common stock.
- This represents 8.87% of CalciMedica's fully diluted common stock, based on 13,972,177 shares outstanding as of August 6, 2025.
- The beneficial ownership includes 718,390 shares issuable upon conversion of a $2 million loan at a per share conversion price of $2.784, and 641,163 shares issuable upon exercise of outstanding warrants.
- The actual number of common stock shares held by the reporting persons as of the amendment date is 1,000,358, which were issued pursuant to a prior $1 million loan conversion.
- CalciMedica entered into a Loan and Security Agreement for up to $32 million in capital growth loans, to be funded in three tranches.
- Tranche I of the loans was funded on February 28, 2025.
- Tranche II, available between September 1, 2025, and March 31, 2026, has not been funded as of the amendment date, as it is subject to the achievement of certain milestones.
- Lenders have the right to convert an additional $1 million of loan principal into common stock after September 1, 2025, provided Tranche II has been fully funded.
Sentiment
Score: 4
Explanation: While a significant institutional investor maintains a substantial stake, the disclosed delay in accessing a crucial loan tranche due to unmet milestones introduces uncertainty regarding CalciMedica's operational progress and near-term funding capabilities.
Positives
- Avenue Capital entities maintain a significant beneficial ownership stake of 8.87% in CalciMedica, indicating continued institutional investor interest.
- CalciMedica has access to a potential $32 million capital growth loan facility, providing a source of future funding if milestones are met.
Negatives
- Tranche II of the $32 million loan facility, which became available on September 1, 2025, has not been funded as of the filing date, indicating CalciMedica has not met the required Tranche 2 Availability Milestone.
- The right for lenders to convert an additional $1 million of loan principal into common stock is contingent on Tranche II being fully funded, which has not occurred.
Risks
- Failure to meet the Tranche 2 Availability Milestone could prevent CalciMedica from accessing the second tranche of the $32 million loan facility, impacting its capital resources.
- The company's ability to achieve future milestones is crucial for accessing subsequent tranches of the loan facility, posing a risk to its long-term funding.
Future Outlook
CalciMedica has access to up to $32 million in capital growth loans, with Tranche II and Tranche III funding contingent on achieving specific milestones between September 2025 and March 2026. The ability to access these funds depends on the company's operational and developmental progress.
Industry Context
This filing indicates continued institutional investor interest in CalciMedica, a biotechnology company. The structure of the loan facility with milestone-based tranches is a common financing mechanism in the biotech sector, where funding is often tied to clinical development progress or regulatory achievements, reflecting the inherent risks and staged nature of drug development.
Stakeholder Impact
- Shareholders: The disclosure of a significant institutional stake (8.87%) by Avenue Capital may be viewed positively, but the delay in accessing Tranche II funding due to unmet milestones could raise concerns about the company's progress and future capital needs.
- Creditors/Lenders: Avenue Capital, as a lender, has structured the loan with milestone-based tranches, indicating a cautious approach to funding based on CalciMedica's performance, and the current delay suggests a need for the company to demonstrate progress.
Next Steps
- CalciMedica needs to achieve the Tranche 2 Availability Milestone to access the second tranche of the $32 million loan facility.
- CalciMedica needs to achieve Tranche 3 milestones to access the third tranche of the loan facility.
Key Dates
| Date | Description |
|---|---|
| February 28, 2025 | Closing Date of Loan and Security Agreement; Tranche I of loans funded. |
| May 28, 2025 | Initial Schedule 13G filed, reporting ownership of 1,000,358 shares. |
| August 6, 2025 | Date as of which 13,972,177 fully diluted shares of Common Stock were outstanding. |
| September 1, 2025 | Date of event requiring filing; Tranche II of loans became available (until March 31, 2026); Lenders gained right to convert additional $1 million loan principal if Tranche II funded. |
| September 2, 2025 | Amendment No. 1 to Schedule 13G filed. |
| September 9, 2025 | Date of this Amendment No. 2 filing. |
| October 1, 2025 | Tranche III of loans becomes available (until March 31, 2026). |
| March 31, 2026 | End date for availability of Tranche II and Tranche III loans. |
Recommendation
holdWhile a significant institutional investor maintains a substantial stake, the disclosed delay in accessing a crucial loan tranche due to unmet milestones introduces uncertainty regarding CalciMedica's operational progress and financial runway. Investors should hold and monitor the company's ability to achieve these milestones and secure further funding before making new investment decisions.
Keywords
CalciMedica, CMCA, Avenue Capital, Schedule 13G, beneficial ownership, convertible loan, warrants, equity stake, institutional investor, biotech funding
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