| Item 1. | |
| (a) | Name of issuer:
CALCIMEDICA, INC. |
| (b) | Address of issuer's principal executive offices:
505 Coast Boulevard South, Suite 307, La Jolla, California 92037 |
| Item 2. | |
| (a) | Name of person filing:
Avenue Venture Opportunities Fund II, L.P.,
Avenue Capital Management II, L.P.,
Avenue Venture Opportunities Partners II, LLC,
GL Venture Opportunities Partners II, LLC,
Marc Lasry |
| (b) | Address or principal business office or, if none, residence:
Avenue Capital Group
11 West 42nd Street, 9th Floor,
New York, New York 10036 |
| (c) | Citizenship:
Avenue Venture Opportunities Fund II, L.P., Avenue Capital Management II, L.P., Avenue Venture Opportunities Partners II, LLC, and GL Venture Opportunities Partners II, LLC are organized under the laws of the State of Delaware.
Marc Lasry is a U.S. citizen. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
38942Q202 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
This Amendment No. 2 (this "Amendment") amends the Schedule 13G filed with the Securities and Exchange Commission (the "SEC") on May 28, 2025, as amended by Amendment No. 1 filed with the SEC on September 2, 2025 (collectively, the "Schedule 13G"), with respect to the common stock, par value $0.0001 per share (the "Common Stock") of Issuer. This Amendment is being filed solely to clarify the Reporting Persons' beneficial ownership of the Common Stock. Reporting Persons filed Amendment No. 1 on September 2, 2025, to report their right to acquire, but not the acquisition of, Common Stock of Issuer at any time after September 1, 2025, as described below.
On February 28, 2025 (the "Closing Date"), Issuer entered into a Loan and Security Agreement and Supplement thereto (together, the "Loan Agreement") with Avenue Venture Opportunities Fund II, L.P. as "Lender" and Avenue Capital Management II, L.P., as administrative agent and collateral agent (collectively, the "Lenders") for an aggregate of up to $32 million in capital growth loans (the "Loans"), to be funded in three tranches, as described in the Loan Agreement. Tranche I of the Loans funded on the Closing Date. Tranche II is available to Issuer between September 1, 2025 and March 31, 2026. Tranche III is to be made available to Issuer between October 1, 2025 and March 31, 2026. Funding of each of Tranche II and Tranche III is subject, among other things, to the achievement of certain milestones.
Pursuant to the Loan Agreement, Lenders had the right, prior to the funding of Tranche 2, to convert up to $1 million of the outstanding principal amount of the Loans into Issuer's common stock and reported ownership of 1,000,358 shares of Common Stock issued pursuant to conversion on their Schedule 13G filed on May 28, 2025.
Lenders also have the right to convert an additional $1 million of the outstanding principal amount of the Loans at any time after September 1, 2025, provided that Tranche 2 of the Loans has been fully funded. Lenders' obligation to fund Tranche II is subject to, among other things, Issuer's achievement of the Tranche 2 Availability Milestone (as defined in the Loan Agreement). As of the date of this Amendment, Tranche II has not been funded. The actual number of shares of Common Stock held by Reporting Persons as of the date of this Amendment is 1,000,358 shares. |
| (b) | Percent of class:
The information required by this Item 4(b) is set forth in Row (11) of the cover page for each Reporting Person hereto, is incorporated herein by reference for each such Reporting Person, and is qualified by the preceding description of ownership in this Item 4. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row (5) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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| | (ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row (6) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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| | (iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row (7) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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| | (iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row (8) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)