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