KalVista Pharmaceuticals, Inc.

false 0001348911 0001348911 2026-04-29 2026-04-29 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2026 KalVista Pharmaceuticals, Inc. (Exact name of registr ant as specified in its charter) Delaware 001-36830 20-0915291 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 200 Crossing Boulevard Framingham , Massachusetts 01702 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: ( 857 ) 999-0075 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value per share KALV NASDAQ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. On April 29, 2026, KalVista Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among the Company, Chiesi Farmaceutici S.p.A., an Italian società per azioni (“ Parent ”), Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Purchaser ”), and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales. Capitalized terms used herein and not otherwise defined have the meaning set forth in the Merger Agreement. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, among other things, Parent has agreed to cause Purchaser to commence a tender offer (the “ Offer ”) to acquire all of the outstanding shares of common stock of the Company, par value $0.001 per share (the “ Shares ”), other than the Excluded Shares and Dissenting Shares, for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of Taxes (“ Offer Price ”). The Merger Agreement provides that Purchaser will commence the Offer no later than 10 business days after the date of the Merger Agreement. The Offer will expire at one minute after 11:59 p.m., Eastern Time, on the date that is 20 business days from the commencement date of the Offer, unless extended in accordance with the terms of the Merger Agreement. The consummation of the Offer is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement, including (i) there being validly tendered (and not validly withdrawn) Shares that, considered together with all other Shares (if any) beneficially owned by Parent and its Affiliates, represent one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (the “ Minimum Condition ”); provided, however, that for purposes of determining whether the Minimum Condition has been satisfied, the Parties shall exclude Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been “received” (as such term is defined in Section 251(h)(6)(f) of the DGCL); (ii) any waiting period (or any extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or terminated and the obtainment of clearance, affirmative approval or confirmation of non-notifiability by the Bundeskartellamt under applicable Antitrust Laws in Germany and the Presidenza del Consiglio dei Ministri under applicable Foreign Investment Laws in Italy; (iii) the accuracy of the representations and warranties of the Company contained in the Merger Agreement, subject to customary materiality standards, thresholds and exceptions; (iv) the Company’s compliance with, or performance of, in all material respects its covenants and agreements contained in the Merger Agreement; (v) there having not occurred any Material Adverse Effect; and (vi) other customary conditions set forth in Annex I to the Merger Agreement. The consummation of the Offer and Merger is not subject to a financing condition. As soon as practicable following the consummation of the Offer, Purchaser will be merged with and into the Company (the “ Merger ”), with the Company continuing as the surviving corporation and a wholly owned Subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement. In the Merger, each issued and outstanding Share as of the Effective Time (other than Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury), Shares held immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent or Purchaser (including any shares acquired in the Offer) and Shares as to which appraisal rights have been properly exercised and perfected under the DGCL) shall be converted into the right to receive the Offer Price (the “ Merger Consideration ”). The Board of Directors has (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders, (ii) declared it advisable to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger, (iv) resolved that the Merger shall be effected under Section 251(h) of the DGCL, and (v) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. At the Effective Time: • Each Company Option, that is then outstanding and unexercised and which has a per Share exercise price that is less than the Merger Consideration will be, to the extent not then vested, deemed fully vested and cancelled and converted into the right to receive a cash payment (without interest) equal to the product of the excess of the Merger Consideration over the per Share exercise price of such Company Option, multiplied by the total number of Shares subject to such Company Option immediately prior to the Effective Time , which will be payable in accordance with the Merger Agreement. • Each Company Option that has a per Share exercise price equal to or greater than the Merger Consideration will be cancelled without payment. • Each then outstanding Company RSU will be deemed fully vested and cancelled and converted into the right to receive a cash payment (without interest) equal to the product of the Merger Consideration multiplied by the number of Shares subject to the Company RSU immediately prior to the Effective Time, which will be payable in accordance with the Merger Agreement. The Merger Agreement includes representations, warranties and covenants of the Parties customary for a