08/21/2026 | Press release | Distributed by Public on 08/21/2026 16:41
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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) | 124,486 | 08/19/2026(2) | 12/25/2027(2) | Common Stock | 124,486 | $ 0 | 124,486 | D | ||||
| Warrant | $1 | 08/19/2026 | A(1) | 124,486 | 08/19/2026(3) | 06/25/2031 | Common Stock | 124,486 | $ 0 | 124,486 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Hebbar Sudarshan C/O CALCIMEDICA, INC. 505 COAST S. BLVD. #307 LA JOLLA, CA 92037 |
Chief Medical Officer | |||
| /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 warrant may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%. |
| (3) | The warrant may be exercised on or after August 19, 2026, and on or prior to June 25, 2031; provided, however, that the warrant may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%. |