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