4//SEC Filing
TAKEDA PHARMACEUTICAL CO LTD 4
Accession 0001395064-23-000040
$TAKCIK 0001496671other
Filed
May 25, 8:00 PM ET
Accepted
May 26, 7:08 AM ET
Size
10.0 KB
Accession
0001395064-23-000040
Insider Transaction Report
Form 4
TAKEDA PHARMACEUTICAL CO LTD
10% Owner
Transactions
- Other
Series A Convertible Preferred Stock
2023-04-17−1,000,000→ 0 total(indirect: See Explanation of Responses)Exercise: $40.08From: 2021-10-18→ Common Stock (857,844 underlying)
Takeda Ventures, Inc.
10% Owner
Transactions
- Other
Series A Convertible Preferred Stock
2023-04-17−1,000,000→ 0 total(indirect: See Explanation of Responses)Exercise: $40.08From: 2021-10-18→ Common Stock (857,844 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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").
- [F4]The Series A convertible preferred stock has no expiration date.
- [F5]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.
Documents
Issuer
Calithera Biosciences, Inc.
CIK 0001496671
Entity typeother
Related Parties
1- filerCIK 0001395064
Filing Metadata
- Form type
- 4
- Filed
- May 25, 8:00 PM ET
- Accepted
- May 26, 7:08 AM ET
- Size
- 10.0 KB