0001395064-22-000119.txt : 20220706 0001395064-22-000119.hdr.sgml : 20220706 20220706061848 ACCESSION NUMBER: 0001395064-22-000119 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220701 FILED AS OF DATE: 20220706 DATE AS OF CHANGE: 20220706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAKEDA PHARMACEUTICAL CO LTD CENTRAL INDEX KEY: 0001395064 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36644 FILM NUMBER: 221067356 BUSINESS ADDRESS: STREET 1: 1-1, NIHONBASHI-HONCHO 2-CHOME, CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8668 BUSINESS PHONE: 81332782111 MAIL ADDRESS: STREET 1: 1-1, NIHONBASHI-HONCHO 2-CHOME, CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8668 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Takeda Ventures, Inc. CENTRAL INDEX KEY: 0001771657 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36644 FILM NUMBER: 221067355 BUSINESS ADDRESS: STREET 1: 9625 TOWNE CENTRE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 619-930-8101 MAIL ADDRESS: STREET 1: 9625 TOWNE CENTRE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Calithera Biosciences, Inc. CENTRAL INDEX KEY: 0001496671 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 272366329 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 343 OYSTER POINT BLVD #200 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-870-1000 MAIL ADDRESS: STREET 1: 343 OYSTER POINT BLVD #200 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 4 1 wf-form4_165710271082784.xml FORM 4 X0306 4 2022-07-01 0 0001496671 Calithera Biosciences, Inc. CALA 0001395064 TAKEDA PHARMACEUTICAL CO LTD 1-1, NIHONBASHI-HONCHO 2-CHOME CHUO-KU, TOKYO M0 103-8668 JAPAN 0 0 1 0 0001771657 Takeda Ventures, Inc. 9625 TOWNE CENTRE DRIVE SAN DIEGO CA 92121 0 0 1 0 Series A Convertible Preferred Stock 40.08 2022-07-01 4 J 0 1000000 0 D 2021-10-18 Common Stock 857844.0 0 I See Explanation of Responses Series A Convertible Preferred Stock 40.08 2022-07-01 4 J 0 1000000 0 A 2021-10-18 Common Stock 857844.0 1000000 I See Explanation of Responses The Series A preferred stock (the "Preferred Stock") of Calithera Biosciences, Inc. ("Calithera") is convertible at the option of holder into 857,844 shares of common stock of Calithera at a conversion price per share of $40.08, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Calithera common stock being issued upon conversion of the Preferred Stock. All amounts reflect a one-for-twenty (1:20) reverse stock split effected by Calithera on June 14, 2022. If there is not a qualified financing event prior to April 18, 2023 (the "Outside Date"), the Preferred Stock will automatically convert into 857,844 shares of common stock of Calithera at a conversion price of $40.08, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Calithera common stock being issued upon conversion of the Preferred Stock. If there is a qualified financing event prior to the Outside Date, the Preferred Stock will automatically convert into 857,844 shares of common stock of Calithera at a conversion price of $40.08, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Calithera common stock being issued upon conversion of the Preferred Stock. In no event will the conversion of the Preferred Stock result in the issuance of greater than 19.99% shares of the then outstanding common stock of Calithera and/or 6,644,014 shares of common stock of Calithera. On July 1, 2022, the reporting persons effected an internal reorganization (the "Restructuring") whereby Millennium Pharmaceuticals, Inc. ("Millennium"), a wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("TPUSA"), distributed the Preferred Stock to TPUSA. Immediately thereafter and in connection with the Restructuring, the Preferred Stock was contributed by TPUSA to its wholly owned subsidiary, Takeda Ventures, Inc. ("TVI"). TPUSA is a direct subsidiary of Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly owned subsidiary of Takeda Pharmaceutical Company Limited. As such, Takeda Pharmaceutical Company Limited is an indirect beneficial owner of the reported securities, and its ownership remains unchanged from the Restructuring. No additional consideration was paid as part of the distribution or contribution of the Preferred Stock. The Series A convertible preferred stock has no expiration date. /s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited 2022-07-06 /s/ Michael Martin, President, Takeda Ventures, Inc. 2022-07-06