8-K

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): February 14, 2024

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.)

55 Cambridge Parkway

Suite 901E

Cambridge, Massachusetts 02142

(Address of Principal Executive Offices) (Zip Code)

(857) 999-0075

(Registrant’s telephone number, including area code)

N/A

(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 Stock Market LLC

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 1.02. Termination of a Material Definitive Agreement.

On February 14, 2024, KalVista Pharmaceuticals, Inc. (the “Company”) delivered a written notice of termination (the “Termination Notice”) of that certain Controlled Equity Offering Sales Agreement (the “Sales Agreement”), dated May 21, 2021, by and between the Company and Cantor Fitzgerald & Co., as sales agent (“Cantor”). Cantor waived the termination notice period provided under the Sales Agreement, such that the Termination Notice became effective as of the close of business on February 14, 2024.

As previously reported, pursuant to the terms of the Sales Agreement, the Company could offer and sell shares of its common stock having an aggregate offering price of up to $100.0 million from time to time through Cantor. The Company has not sold any shares of its common stock under the Sales Agreement prior to delivering the Termination Notice.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


KALVISTA PHARMACEUTICALS, INC.

By:		/s/ Benjamin L. Palleiko
		Benjamin L. Palleiko
		President, Chief Business Officer and Chief Financial Officer

Date: February 14, 2024

SEC Form 8-K filed by KalVista Pharmaceuticals Inc.