OrbiMed Amends CalciMedica 13D Filing, Updates Ownership

TL;DR

**OrbiMed just updated its stake in CalciMedica, watch for details on their new position!**

AI Summary

OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC filed an Amendment No. 4 to their Schedule 13D for CalciMedica, Inc. on February 5, 2024. This filing updates their beneficial ownership of CalciMedica's common stock. While the specific changes in ownership aren't detailed in the provided text, an amendment typically signifies a material change in their holdings or investment intent. This matters to investors because OrbiMed is a significant institutional investor, and changes in their position can signal their confidence (or lack thereof) in CalciMedica's future prospects, potentially influencing stock price.

Why It Matters

This filing indicates a change in a major institutional investor's stake or intentions regarding CalciMedica, which can influence market perception and the stock's performance.

Risk Assessment

Risk Level: medium — The risk is medium because while an amendment signals a change, the specific details of that change (increase or decrease in holdings, new intentions) are not provided in this excerpt, leaving uncertainty.

Analyst Insight

A smart investor would seek out the full SC 13D/A filing to understand the specific changes in OrbiMed's beneficial ownership and their stated intentions, as this could indicate a bullish or bearish signal for CalciMedica, Inc. stock.

Key Players & Entities

• OrbiMed Advisors LLC (company) — filing party, institutional investor
• OrbiMed Capital GP VI LLC (company) — filing party, institutional investor
• CalciMedica, Inc. (company) — subject company of the filing
• February 5, 2024 (date) — date of event requiring the filing

FAQ

Key Financial Figures

• $0.0001 — relates to the common stock, par value $0.0001 per share (the " Shares ") of CalciMedi
• $3.827 — re and accompanying Common Warrants was $3.827 (or $4.3915 for directors, employees or
• $4.3915 — mpanying Common Warrants was $3.827 (or $4.3915 for directors, employees or consultants
• $3.8269 — icipating in the Private Placement) and $3.8269 per Pre-Funded Warrant and accompanying
• $20 million — , net of selling expenses, would exceed $20 million) may make a written request that the Is
• $5 million — te price to the public equal or exceeds $5 million. The Issuer is not obligated to effect

Filing Documents

• ss2991464_sc13da.htm (SC 13D/A) — 84KB
• ss2991464_ex9901.htm (EX-99.1) — 6KB
• 0000947871-24-000092.txt ( ) — 92KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 4 (" Amendment No. 4 ") supplements and amends the statement on Schedule 13D originally filed by OrbiMed Advisors LLC, OrbiMed Capital GP VI LLC, and OrbiMed Capital LLC with the Securities and Exchange Commission (the " SEC ") on October 5, 2020 and amended by Amendment No. 1 originally filed with the SEC on March 26, 2021, Amendment No. 2 originally filed with the SEC on March 24, 2023 and Amendment No. 3 originally filled with the SEC on March 27, 2023. This Amendment No. 4 relates to the common stock, par value $0.0001 per share (the " Shares ") of CalciMedica, Inc., a corporation organized under the laws of Delaware (the " Issuer " ), with its principal executive offices located at 505 Coast Boulevard South, Suite 307, La Jolla, California 92037. The Shares are listed on the NASDAQ Global Market under the ticker symbol "CALC". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. On January 19, 2024, the Issuer and certain accredited investors (collectively, the " Investors ") entered into a securities purchase agreement pursuant to which the Issuer agreed to sell and issue to the Investors in a private placement (the " Private Placement ") an aggregate of 4,985,610 Shares and, to certain Investors, in lieu of Shares, pre-funded warrants (the " Pre-Funded Warrants ") to purchase an aggregate of 306,506 Shares. In each case, each Share and/or Pre-Funded Warrant was accompanied by one Tranche A warrant (the " Tranche A Common Warrant ") to purchase one half of one Share and one Tranche B warrant (together with the Tranche A Common Warrant, the " Common Warrants ") to purchase one half of one Share, for an aggregate of up to 5,292,116 Shares underlying the Common Warrants. The purchase price per Share and accompanying Common Warrants was $3.827 (or $4.3915 for directors, employees or consultants participating in the Private Placement) and $3.8269 per

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 4 is being filed by OrbiMed Advisors LLC (" OrbiMed Advisors ") and OrbiMed Capital GP VI LLC (" OrbiMed GP ") (collectively, the " Reporting Persons "). (b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed GP, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. The directors and executive officers of OrbiMed Advisors and OrbiMed GP are set forth on Schedules I and II, respectively, attached hereto. Schedules I and II set forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. (d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I through III has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Not applicable.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Amendment No. 4, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material ch

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following disclosure is based upon 10,257,077 Shares outstanding of Issuer, as set forth in the Issuer's Registration Statement on Form S-3 filed with the SEC on January 31, 2024. As of the date of this filing, OrbiMed Private Investments VI, LP (" OPI VI "), a limited partnership organized under the laws of Delaware, holds 297,380 Shares, constituting approximately 2.9% of the issued and outstanding Shares. OrbiMed GP is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VI. In addition, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OPI VI, caused OPI VI to enter into the agreements referred to in Item 6 below. (c) The Reporting Persons have not effected any transactions during the past sixty (60) days in any Shares. (d) Not applicable. (e) As of February 5, 2024, the Reporting Persons are believed to have ceased to be the beneficial owners of more than five percent of the outstanding Shares.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares of the Issuer attributable to OPI VI is 297,380 Shares. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 297,380 Shares. OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares attributable to OPI VI is 297,380 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly 297,380 Shares. Investors' Rights Agreement In addition, OPI VI and certain other stockholders of the Issuer entered into an Amended and Restated Investors' Rights Agreement with the Issuer (the " Investors' Rights Agreement "), dated as of July 31, 2019. Pursuant to the Investors' Rights Agreement and subject to the terms and conditions therein, the parties agreed that: Demand Registration Rights At any time beginning six months following the date of the effective date of the registration statement of the Issuer's initial public offering, the holders

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC. 2. Amended and Restated Investors' Rights Agreement, dated July 31, 2019, by and among the Issuer and certain of its stockholders (incorporated by reference to Exhibit 4.2 to the Issuer's Annual Report on Form 10-K, filed with the SEC on March 9, 2023). Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 5, 2024 ORBIMED ADVISORS LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member ORBIMED CAPITAL GP VI LLC By: ORBIMED ADVISORS LLC, its managing member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC SCHEDULE I The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54 th Floor, New York, NY 10022. Name Position with Reporting Person Principal Occupation Carl L. Gordon Member Member OrbiMed Advisors LLC Sven H. Borho German and Swedish Citizen Member Member OrbiMed Advisors LLC W. Carter Neild Member Member OrbiMed Advisors LLC Geoffrey C. Hsu Member Member OrbiMed Advisors LLC C. Scotland Stevens Member Member OrbiMed Advisors LLC David P. Bonita Member Member OrbiMed Advisors LLC Peter A. Thompson Member Member OrbiMed Advisors LLC Matthew S. Rizzo Member Member OrbiMed Advisors LLC Trey Block Chief Financial Officer Chief Financial Officer OrbiMed Advisors LLC SCHEDULE II The business and operations of OrbiMed Capital GP VI LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in Schedule I attached h

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