KalVista Pharmaceuticals, Inc.

false 12-31 0001348911 DE NASDAQ 0001348911 2026-06-11 2026-06-11 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): June 11, 2026 KalVista Pharmaceuticals, Inc. (Exact name of registrant 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 The Nasdaq Global Market 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. ☐ Introductory Note On April 29, 2026, we previously reported with the U.S. Securities and Exchange Commission (the “SEC”) that KalVista Pharmaceuticals, Inc., a Delaware corporation (“ us ” or the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), dated April 29, 2026, with 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. On May 13, 2026, Purchaser commenced 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 ”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “ Offer Price ”). The Offer and withdrawal rights expired at one minute following 11:59 p.m., Eastern Time, on June 10, 2026 (the “ Expiration Date ”). Equiniti Trust Company, LLC, in its capacity as the depositary for the Offer, has advised Purchaser that a total of 43,152,532 Shares were validly tendered and not validly withdrawn, representing approximately 77.8% of the outstanding Shares as of the Expiration Date. The number of Shares validly tendered (and not validly withdrawn) pursuant to the Offer satisfies the Minimum Condition, and all other conditions to the Offer have been satisfied or (to the extent waivable) waived. Effective as of the time on which the Offer expired on the Expiration Date, all Shares that were validly tendered (and not validly withdrawn) pursuant to the Offer were irrevocably accepted for payment by Purchaser. Following consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and on June 11, 2026 (the “ Closing Date ”), Purchaser merged with and into the Company (the “ Merger ”, and together with the Offer, the “ Transaction ”), without a vote of the Company’s stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Company continuing as the surviving corporation (the “ Surviving Corporation ”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each then outstanding Share not purchased pursuant to the Offer (other than certain excluded Shares as described in the Merger Agreement) was converted into the right to receive the Offer Price (the “ Merger Consideration ”). As a result of the Merger, the Company became a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the Effective Time: • Each Company Option that was outstanding and unexercised (and with an exercise price that was less than the Merger Consideration) was deemed fully vested and cancelled and concerted into the right of the holder thereof to receive a cash payment equal to the product of (A) the excess of the Merger Consideration over (y) the per Share exercise price of such Company Option, multiplied by (B) the total number of Shares subject to such Company Option immediately prior to the Effective Time. • Each Company Option that had a per Share exercise price equal to or greater than the Merger Consideration was cancelled at the Effective Time without any consideration payable in respect thereof and has no further force or effect. • Each then outstanding Company RSU was deemed fully vested and was cancelled and converted into the right of the holder thereof to receive a cash payment (without interest) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Shares subject to the Company RSU immediately prior to the Effective Time. The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 29, 2026, and is incorporated herein by reference. Item 1.01 Entry into a Material Definitive Agreement. On the Closing Date, in connection with the Merger, the Company and U.S. Bank Trust Company, National Association, a national banking association, as trustee under the Indenture, dated as of September 29, 2025 (the “ Indenture ”) governing the Company’s 3.250% Convertible Senior Notes due 2031 (the “ Convertible Notes ”), entered into a supplemental indenture (the “ Supplemental Indenture ”) to the Indenture, effective upon the Effective Time, providing that at and after the Effective Time, each holder of the Convertible Notes will have the right to convert each $1,000 principal amount of their respective Convertible Notes into cash in an amount equal to $1,606.28, which is (x) the Conversion Rate (as defined in the Indenture) in effect immediately prior to the Merger, multiplied by (y) the Merger Consideration, rounded to the nearest cent. For the avoidance of doubt, a “unit of Reference Property,” as such phrase is used in the Indenture, shall mean $27.00 in cash. The foregoing summary description of the Indenture and the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture and the Supplemental Indenture, which are attached as Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and which are incorporated herein by reference. Item 1.02 Termination of a Material Definitive Agreement In connection with the consummation of the Offer and the Merger and effective as of, and contingent upon, the Effective Time, the Company terminated the Company 2015 Incentive Plan, the Company 2017 Equity Incentive Plan, and the Company 2021 Equity Inducement Plan. In addition, and also effective immed