SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

CalciMedica, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

38942Q202

(CUSIP Number)

March 20, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 


CUSIP No. 38942Q202    SCHEDULE 13G    Page 2 of 10 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Revelation Healthcare Fund I, L.P.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

  SOLE VOTING POWER

 

  542,029

   6.  

  SHARED VOTING POWER

 

  0

   7.  

  SOLE DISPOSITIVE POWER

 

  542,029

   8.  

  SHARED DISPOSITIVE POWER

 

  0

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  542,029

10.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  9.8% (1)

12.  

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of March 20, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023.


CUSIP No. 38942Q202    SCHEDULE 13G    Page 3 of 10 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Revelation Healthcare Fund I GP, L.P.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

  SOLE VOTING POWER

 

  542,029

   6.  

  SHARED VOTING POWER

 

  0

   7.  

  SOLE DISPOSITIVE POWER

 

  542,029

   8.  

  SHARED DISPOSITIVE POWER

 

  0

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  542,029

10.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  9.8% (1)

12.  

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of March 20, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023.


CUSIP No. 38942Q202    SCHEDULE 13G    Page 4 of 10 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Revelation Healthcare Fund I GP, LLC

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

  SOLE VOTING POWER

 

  542,029

   6.  

  SHARED VOTING POWER

 

  0

   7.  

  SOLE DISPOSITIVE POWER

 

  542,029

   8.  

  SHARED DISPOSITIVE POWER

 

  0

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  542,029

10.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  9.8% (1)

12.  

  TYPE OF REPORTING PERSON

 

  OO

 

(1)

The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of March 20, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023.


CUSIP No. 38942Q202    SCHEDULE 13G    Page 5 of 10 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Scott Halsted

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

  SOLE VOTING POWER

 

  542,029

   6.  

  SHARED VOTING POWER

 

  0

   7.  

  SOLE DISPOSITIVE POWER

 

  542,029

   8.  

  SHARED DISPOSITIVE POWER

 

  0

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  542,029

10.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  9.8% (1)

12.  

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of March 20, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023.


CUSIP No. 38942Q202    SCHEDULE 13G    Page 6 of 10 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Michael Boggs

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

  SOLE VOTING POWER

 

  542,029

   6.  

  SHARED VOTING POWER

 

  0

   7.  

  SOLE DISPOSITIVE POWER

 

  542,029

   8.  

  SHARED DISPOSITIVE POWER

 

  0

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  542,029

10.  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  9.8% (1)

12.  

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of March 20, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023.


CUSIP No. 38942Q202    SCHEDULE 13G    Page 7 of 10 Pages

 

Item 1.

Issuer

 

  (a)

Name of Issuer:

CalciMedica, Inc. (the “Issuer”)

 

  (b)

Address of Issuer’s Principal Executive Offices:

505 Coast Boulevard South, Suite 307

La Jolla, CA 92037

 

Item 2.

Filing Person

 

  (a) – (c)

Name of Persons Filing; Address; Citizenship:

 

  (i)

Revelation Healthcare Fund I, L.P., a Delaware limited partnership (“Healthcare Fund I”).

 

  (ii)

Revelation Healthcare Fund I GP, L.P., a Delaware limited partnership (“Healthcare Fund I GP LP”).

 

  (iii)

Revelation Healthcare Fund I GP, LLC, a Delaware limited liability company (“Healthcare Fund II GP LLC”).

 

  (iv)

Scott Halsted, a citizen of the United States of America (“Halsted”).

 

  (v)

Michael Boggs, a citizen of the United States of America (“Boggs”).

The address of the principal business office of each of the Reporting Persons is 300 Turney Street, Sausalito, CA 94965.

 

  (d)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

 

  (e)

CUSIP Number:

38942Q202

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)       Broker or dealer registered under Section 15 of the Act;
(b)       Bank as defined in Section 3(a)(6) of the Act;
(c)       Insurance company as defined in Section 3(a)(19) of the Act;
(d)       Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)       An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)       An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)       A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)       A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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;
(j)       A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)       Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


CUSIP No. 38942Q202    SCHEDULE 13G    Page 8 of 10 Pages

 

Item 4.

Ownership.

 

  (a) and (b)

Amount beneficially owned:

Healthcare Fund I directly owns 542,029 shares of Common Stock, which represents approximately 9.8% of the outstanding shares of Common Stock. Healthcare Fund I GP LLC is the general partner of Healthcare Fund I GP LP, which is the general partner of Healthcare Fund I. Halsted and Boggs are the managing members of Healthcare Fund I GP LLC. As such, each of Healthcare Fund I GP LP, Healthcare Fund I GP LLC, Halsted and Boggs be deemed to beneficially own the shares of Common Stock held directly by Healthcare Fund I.

 

  (c)

Number of shares as to which such person has:

 

     Number of Shares of Common Stock  

Reporting Person

   (i)      (ii)      (iii)      (iv)  

Healthcare Fund I

     542,029      0      542,029      0

Healthcare Fund I GP LP

     542,029        0        542,029        0  

Healthcare Fund I GP LLC

     542,029        0        542,029        0  

Halsted

     542,029        0        542,029        0  

Boggs

     542,029        0        542,029        0  

 

  (i)

Sole power to vote or direct the vote

  (ii)

Shared power to vote or to direct the vote

  (iii)

Sole power to dispose or to direct the disposition of

  (iv)

Shared power to dispose or to direct the disposition of

The percentage of class was calculated based on 5,517,754 shares of Common Stock outstanding as of March 20, 2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2023.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.


CUSIP No. 38942Q202    SCHEDULE 13G    Page 9 of 10 Pages

 

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.

Date: March 30, 2023

 

REVELATION HEALTHCARE FUND I, L.P.
By: Revelation Healthcare Fund I GP, L.P.
Its: General Partner
By: Revelation Healthcare Fund I GP, LLC
Its: General Partner
By:  

/s/ Michael Boggs

Name: Michael Boggs
Title: Managing Member
REVELATION HEALTHCARE FUND I GP, L.P.
By: Revelation Healthcare Fund I GP, LLC
Its: General Partner
By:  

/s/ Michael Boggs

Name: Michael Boggs
Title: Managing Member
REVELATION HEALTHCARE FUND I GP, LLC
By:  

/s/ Michael Boggs

Name: Michael Boggs
Title: Managing Member

/s/ Scott Halsted

SCOTT HALSTED

/s/ Michael Boggs

MICHAEL BOGGS


EXHIBIT INDEX

Exhibit

 

99.1

Joint Filing Statement

 

EX-99.1

EXHIBIT 99.1

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Date: March 30, 2023

 

REVELATION HEALTHCARE FUND I, L.P.
By: Revelation Healthcare Fund I GP, L.P.
Its: General Partner
By: Revelation Healthcare Fund I GP, LLC
Its: General Partner
By:  

/s/ Michael Boggs

Name: Michael Boggs
Title: Managing Member
REVELATION HEALTHCARE FUND I GP, L.P.
By: Revelation Healthcare Fund I GP, LLC
Its: General Partner
By:  

/s/ Michael Boggs

Name: Michael Boggs
Title: Managing Member
REVELATION HEALTHCARE FUND I GP, LLC
By:  

/s/ Michael Boggs

Name: Michael Boggs
Title: Managing Member

/s/ Scott Halsted

SCOTT HALSTED

/s/ Michael Boggs

MICHAEL BOGGS