SCHEDULE: CalciMedica Stakeholder Update: Bering Partners Discloses Holdings
Ownership Disclosure
Bering Partners II, L.P. and related entities have disclosed their beneficial ownership of CalciMedica, Inc. common stock, representing a 6.9% stake following a recent private placement.
Summary
- Bering Partners II, L.P. (Bering II), Bering Partners II GP, L.L.C. (Bering II GP), Evgeny Zaytsev, and Philip Sawyer (collectively, the Reporting Persons) have filed a Schedule 13D detailing their beneficial ownership of CalciMedica, Inc. common stock.
- The Reporting Persons collectively beneficially own 2,113,513 shares of CalciMedica's common stock, representing approximately 6.9% of the class.
- This ownership stake is based on a total of 30,736,401 shares outstanding, which includes shares outstanding as of May 6, 2026, and shares issued in a private placement that closed on June 25, 2026.
- The Reporting Persons acquired shares through various transactions including a merger in March 2023, a private placement in January 2024, open market purchases between July and September 2024, a public offering in November 2024, and a significant private placement on June 25, 2026.
- Mr. Zaytsev is a member of CalciMedica's Board of Directors.
- The Reporting Persons hold these securities for general investment purposes and may adjust their holdings based on market conditions and company developments.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this filing as neutral, as it primarily serves as a disclosure of ownership and does not contain operational or financial performance updates for CalciMedica, Inc.
Positives
- Bering Partners II, L.P. and associated individuals have disclosed a significant beneficial ownership stake of 6.9% in CalciMedica, Inc.
- The disclosure confirms a substantial investment by Bering Partners, indicating confidence in CalciMedica's potential.
- The recent private placement on June 25, 2026, where Bering II purchased 1,450,267 units, demonstrates active participation in the company's capital raising efforts.
- Mr. Evgeny Zaytsev's position on the Board of Directors provides a direct link between the significant investor and the company's strategic direction.
Negatives
- The filing does not contain specific financial performance data for CalciMedica, Inc., focusing solely on ownership disclosure.
- The details of the private placement indicate a purchase price of $0.8033 per unit, which may reflect a valuation that could be perceived as low by some stakeholders, depending on prior trading prices not detailed here.
- The issuance of Series A and Series B warrants is contingent upon Stockholder Approval, introducing a potential hurdle for full dilution and capital realization.
Risks
- The exercise of warrants is subject to beneficial ownership limitations (initially 4.99%, increased to 19.99% for Bering II on July 2, 2026), which could restrict the ability to fully convert warrants into shares.
- The need for Stockholder Approval for the issuance of Series A and Series B warrants introduces regulatory and shareholder-related risks.
- The company's reliance on future clinical trial results (specifically for CM5480) for warrant expiration dates creates uncertainty.
- The potential for the Reporting Persons to increase or decrease their investment at any time introduces market volatility risk for the stock.
Future Outlook
The filing indicates that the Reporting Persons intend to review their investment in CalciMedica on a continuing basis and may decide to increase or decrease their investment based on various factors. Mr. Zaytsev's role on the Board suggests ongoing engagement with the company's strategic direction.
Management Comments
- Each Reporting Person disclaims beneficial ownership of all securities reported except to the extent of their pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.
- Mr. Zaytsev and Mr. Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities.
- The Reporting Persons hold the securities of the Issuer for general investment purposes.
- The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer.
- The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise.
Industry Context
StockSavvy.ai notes that this Schedule 13D filing by Bering Partners II, L.P. and associated individuals highlights significant investor activity in the biotechnology sector, specifically concerning companies undergoing private placements and warrant issuances. Such filings are crucial for understanding concentrated ownership and potential strategic shifts within emerging biopharmaceutical firms.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Membership | Evgeny Zaytsev is a member of the Issuer's Board of Directors. | Ongoing | Provides a direct channel for investor perspective within board deliberations. |
| Beneficial Ownership Limitation | Bering II provided notice to increase the beneficial ownership limitation from 4.99% to 19.99% on July 2, 2026. | 2026-07-02 | Allows Bering II to potentially acquire a larger stake in CalciMedica without triggering immediate reporting thresholds or requiring further waivers, subject to warrant exercise terms. |
Stakeholder Impact
- Shareholders: The disclosure of a significant stake by Bering Partners may influence market perception and trading activity. The potential exercise of warrants and issuance of new shares (subject to approval) could lead to dilution.
- Management: Mr. Zaytsev's board seat ensures investor interests are represented in strategic decisions.
- Investors: The filing provides transparency regarding a major shareholder's position and intentions, aiding other investors in their analysis.
- Creditors: No direct impact mentioned, but significant ownership changes can indirectly affect a company's financial stability perception.
Next Steps
- CalciMedica is obligated to file a registration statement for the resale of shares and warrant shares within 30 days of the private placement closing.
- The issuance of Series A and Series B warrants is contingent upon receiving Stockholder Approval.
- The Reporting Persons will continue to review their investment and may adjust their holdings.
- The remaining Common Stock Warrant is exercisable until December 31, 2026, or 30 days after the disclosure of topline results from the Phase 2 clinical trial for CM5480.
Key Dates
| Date | Description |
|---|---|
| 2023-03-20 | Merger completion between Graybug Vision, Inc. and CalciMedica, Inc., with CalciMedica surviving as a subsidiary. Name change to CalciMedica, Inc. |
| 2024-01-23 | Closing of CalciMedica's private placement transaction; Reporting Persons purchased shares and received warrants. |
| 2024-07-01 | Start of open market purchases of CalciMedica common stock by Reporting Persons. |
| 2024-09-30 | End of open market purchases of CalciMedica common stock by Reporting Persons. |
| 2024-11-01 | Reporting Persons purchased shares in an underwritten public offering. |
| 2024-12-31 | Expiration of one Common Stock Warrant. |
| 2025-10-29 | Previous filing of Schedule 13G by Reporting Persons. |
| 2026-05-06 | Date of outstanding Common Stock as reported by CalciMedica in its Form 10-Q. |
| 2026-05-12 | CalciMedica filed its Form 10-Q. |
| 2026-06-23 | CalciMedica entered into a securities purchase agreement for a private placement. |
| 2026-06-24 | CalciMedica filed a Form 8-K disclosing the private placement. |
| 2026-06-25 | Closing of the private placement transaction; Bering II purchased units. |
| 2026-06-29 | Joint Filing Agreement executed by Reporting Persons. |
| 2026-07-02 | Bering II provided notice to increase beneficial ownership percentage to 19.99%. |
| 2026-12-31 | Expiration date for the remaining Common Stock Warrant (unless earlier triggered). |
Keywords
CalciMedica, Schedule 13D, Bering Partners, Beneficial Ownership, Private Placement, Securities, Investment, Common Stock, Warrants, Evgeny Zaytsev, Philip Sawyer, Corporate Governance
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