Caligan Partners LP Amends Liquidia Corp. Stake

TL;DR

Caligan Partners LP just updated their Liquidia Corp. stake. Big investor action.

AI Summary

Caligan Partners LP, through its affiliate David Johnson, has amended its Schedule 13D filing for Liquidia Corp. as of September 12, 2024. The filing indicates a change in beneficial ownership, with Caligan Partners LP now holding a significant stake in Liquidia Corp. common stock. The specific percentage and number of shares are detailed within the full filing.

Why It Matters

This amendment signals a potential shift in influence or strategy for Liquidia Corp. as a significant investor updates its holdings.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate active investor engagement, which can lead to volatility or strategic changes for the company.

Key Players & Entities

• Caligan Partners LP (company) — Filing entity
• David Johnson (person) — Affiliate of filing entity
• Liquidia Corp (company) — Subject company
• Eleazer Klein, Esq. (person) — Legal counsel
• Adriana Schwartz, Esq. (person) — Legal counsel
• Schulte Roth & Zabel LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie
• $37,468,054 — g Persons used a total of approximately $37,468,054 (including brokerage commissions) to ac
• $8.90 — of Common Stock at a purchase price of $8.90 per share. The closing of the 2024 Priv

Filing Documents

• p24-2762sc13da.htm (SC 13D/A) — 61KB
• 0000902664-24-005484.txt ( ) — 62KB

of the Schedule 13D is hereby amended and restated as follows

Item 3 of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons used a total of approximately $37,468,054 (including brokerage commissions) to acquire the Common Stock reported herein. The source of the funds used to acquire the Common Stock reported herein was the working capital of the Caligan Funds and Accounts. The restricted stock units and director stock options reported herein were acquired by Mr. Johnson for his services rendered to the Issuer as a member of the Issuer's board of directors. Item 4. PURPOSE OF TRANSACTION

of the Schedule 13D is hereby amended and supplemented by the addition of the following

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On September 10, 2024, certain Caligan Funds entered into a Common Stock Purchase Agreement (the " 2024 Purchase Agreement ") with the Issuer for the purchase from the Issuer in a private placement (the " 2024 Private Placement" ) of an aggregate of 1,123,595 shares (the " 2024 Private Placement Shares ") of Common Stock at a purchase price of $8.90 per share. The closing of the 2024 Private Placement was conditioned upon the closing of the Issuer's concurrent underwritten registered public offering (the " Public Offering ") and other customary closing conditions. The 2024 Private Placement closed on September 12, 2024 concurrently with the closing of the Public Offering. In connection with the 2024 Private Placement, on September 10, 2024, the Caligan Funds which entered into the 2024 Purchase Agreement also entered into a registration rights agreement (the " 2024 Registration Rights Agreement ") with the Issuer. Pursuant to the 2024 Registration Rights Agreement, the Issuer agreed to file a shelf registration statement (the " 2024 Registration Statement ") with the Securities and Exchange Commission (the " SEC ") within 180 days following September 10, 2024 (the " 2024 Filing Deadline ") to register the 2024 Private Placement Shares for resale and use its best efforts to cause the 2024 Registration Statement to be declared effective by the SEC or otherwise become effective under the Securities Act as soon as practicable after the filing thereof, but in no event later than that date that is the earlier of (i) in the event that such 2024 Registration Statement (x) is not subject to a review by the SEC, 60 days after the earlier of (A) the 2024 Filing Deadline and (B) the date such 2024 Registration Statement was filed with the SEC and (y) is subject to a review by the SEC, 90 days after the earlier of (A) the 2024 Filing Deadline and (B) the date such 2024 Registratio

of the Schedule 13D is hereby amended and supplanted by the addition of the following

Item 6 of the Schedule 13D is hereby amended and supplanted by the addition of the following: The Reporting Persons' response to Item 4 in this Amendment No. 4 is incorporated by reference into this Item 6. Except as otherwise described in the Schedule 13D, there are no contracts, arrangements, understandings or relationship among the Reporting Persons or between the Reporting Persons and any other person with respect to the securities of the Issuer. Item 7. MATERIAL TO BE FILED AS EXHIBITS

of the Schedule 13D is hereby amended and supplemented by the addition of the following

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: Exhibit 99.7: Common Stock Purchase Agreement, dated as of September 10, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 12, 2024). Exhibit 99.8: Registration Rights Agreement, dated as of September 10, 2024 (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 12, 2024). CUSIP No. 53635D202 SCHEDULE 13D/A Page 7 of 7 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this Dated: September 12, 2024 CALIGAN PARTNERS LP By: /s/ David Johnson Name: David Johnson Title: Managing Partner /s/ David Johnson DAVID JOHNSON