0001395064-23-000040.txt : 20230526 0001395064-23-000040.hdr.sgml : 20230526 20230526070815 ACCESSION NUMBER: 0001395064-23-000040 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230417 FILED AS OF DATE: 20230526 DATE AS OF CHANGE: 20230526 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: 23963025 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: 23963024 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_168509928424875.xml FORM 4 X0407 4 2023-04-17 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 0 1 Former 10% Owner 0001771657 Takeda Ventures, Inc. 9625 TOWNE CENTRE DRIVE SAN DIEGO CA 92121 0 0 1 0 0 Series A Convertible Preferred Stock 40.08 2023-04-17 4 J 0 1000000 D 2021-10-18 Common Stock 857844.0 0 I See Explanation of Responses The Series A preferred stock (the "Preferred Stock") of Calithera Biosciences, Inc. ("Calithera") was convertible at the option of holder into 857,844 shares of common stock of Calithera ("Common Stock") 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 Common Stock being issued upon conversion of the Preferred Stock. The reported securities were redeemed by the Issuer for the following consideration (in the aggregate, the "Repurchase Price"): (i) $4.0 million in aggregate cash consideration, (ii) a right to receive certain securities held by the Issuer and (iii) a contingent value right entitling Takeda Ventures, Inc. ("TVI") to receive all the remaining proceeds from the sale of the Issuer's assets (not to exceed the Repurchase Price Limit), after establishing a reserve, which will be used to pay all expenses and other known, non-contingent liabilities and obligations, and includes reasonable provision for future expenses of liquidation and contingent and unknown liabilities as required by Delaware law. Notwithstanding the foregoing footnote 2, TVI agreed that if the holders of the Common Stock approved the Plan of Dissolution at a special meeting before June 30, 2023, then the Issuer could distribute up to $0.40 per share in a common stock liquidating distribution to the holders of Common Stock prior to any future distribution to Takeda pursuant to the contingent value right. For the avoidance of doubt, if the holders of Common Stock do not approve the Issuer's Plan of Dissolution at a special meeting before June 30, 2023, then the Issuer will not make the aforementioned common stock liquidating distribution to the holders of Common Stock. In no event shall the Repurchase Price exceed a total value of $35 million (the "Repurchase Price Limit"). The Series A convertible preferred stock has no expiration date. The Preferred Stock was directly held by TVI, a wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("TPUSA"). 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. /s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited 2023-05-26 /s/ Michael Martin, President, Takeda Ventures, Inc. 2023-05-26