Form 8-K - Current report

false 0001348911 0001348911 2024-11-23 2024-11-23

 

 

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): November 23, 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)

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 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. ☐

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 23, 2024 upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of KalVista Pharmaceuticals (the “Company”), the Board approved the appointment of Laurence Reid, Ph.D. (“Dr. Reid”) to the Board effective immediately, to serve until his successor is duly elected and qualified, or until his death, resignation or removal. Dr. Reid will serve as a Class III Director whose term will expire at the Company’s 2027 Annual Meeting of Stockholders.

There are no arrangements or understandings between Dr. Reid and any other persons pursuant to which Dr. Reid was named as a director. Dr. Reid is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Additionally, the Board has determined that Dr. Reid satisfies the independence requirements of the Nasdaq Stock Market listing rules and the Securities and Exchange Commission (the “SEC”).

Dr. Reid’s compensation shall be consistent with the Company’s current policy for incoming non-employee directors, which provides for (i) an initial award upon such individual’s first appointment to the Board, consisting of options to purchase 17,000 shares of the Company’s common stock (ii) an annual retainer of $42,500 paid in cash and (iii) an annual award to be granted commencing on the date of the first annual meeting of stockholders after Dr. Reid has been serving as a director for one year, consisting of options to purchase 10,000 shares of the Company’s common stock.

In connection with his appointment to the Board, Dr. Reid will execute the Company’s standard form of indemnification agreement for directors.

Item 7.01 Regulation FD Disclosure

On November 26, 2024, the Company issued a press release announcing Dr. Reid’s appointment to the Board, a copy of which is attached hereto as Exhibit 99.1. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
99.1		Press release dated November 26, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

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

 

						KALVISTA PHARMACEUTICALS, INC.
Date: November 26, 2024				By:		/s/ Brian Piekos
						Brian Piekos Chief Financial Officer

Exhibit 99.1

KalVista Pharmaceuticals Appoints Laurence Reid, Ph.D., to Board of Directors

Cambridge, Mass., and Salisbury, England, November 26, 2024 – KalVista Pharmaceuticals, Inc. (NASDAQ: KALV), today announced that Laurence Reid, Ph.D., has been appointed to the Company’s Board of Directors, effective immediately. Dr. Reid brings more than three decades of experience with a track record of leadership and company-building success.

“I am pleased to welcome Dr. Reid, with his deep expertise in high-growth biotech companies, to the KalVista Board of Directors,” said Ben Palleiko, Chief Executive Officer of KalVista. “His extensive biopharmaceutical and strategic experience will be a tremendous asset as the Company continues to progress sebetralstat towards global market approval and commercialization.”

“I am excited to join the KalVista Board at this transformational time in the Company’s journey,” said Dr. Reid. “I believe sebetralstat has the potential to significantly improve the lives of people living with hereditary angioedema. I look forward to working with the team on the Company’s transition to a commercial organization and supporting its long-term growth.”

Dr. Reid was the CEO of Decibel Therapeutics prior to its acquisition by Regeneron Pharmaceuticals in September 2023. Previously, Dr. Reid served as an entrepreneur in residence at Third Rock Ventures, where he focused on novel drug discovery opportunities. Before Third Rock, Dr. Reid was Chief Executive Officer of Warp Drive Bio, a small molecule company focused on novel oncology and antibiotic drug discovery based on natural products, until its merger with Revolution Medicines in 2018. He also served as Chief Business Officer of Alnylam Pharmaceuticals and Ensemble Therapeutics and held senior leadership roles at Millennium Pharmaceuticals. Dr. Reid currently serves as the chair of the board of Broken String Biosciences, is a board member of Garuda Therapeutics and The Possible Zone and serves as a board advisor to Life Science Cares and Mount Auburn Hospital.

About KalVista Pharmaceuticals, Inc.

KalVista Pharmaceuticals, Inc. is a global pharmaceutical company whose mission is to develop and deliver life-changing oral medicines for people affected by rare diseases with significant unmet needs. Sebetralstat, our novel, investigational candidate for the oral, on-demand treatment of hereditary angioedema, is under regulatory review by the FDA with a PDUFA goal date of June 17, 2025. In addition, we have completed Marketing Authorization Application (MAA) submissions for sebetralstat to the European Medicines Agency and the United Kingdom, Switzerland, Australia, and Singapore. For more information, please visit www.kalvista.com or follow us on social media at @KalVista and LinkedIn.

About Sebetralstat

Discovered and developed entirely by KalVista, sebetralstat is a novel, investigational oral plasma kallikrein inhibitor for the treatment of hereditary angioedema (HAE). Our initial goal is to deliver sebetralstat as the first oral, on-demand treatment for HAE in people aged 12 years and older. In addition, we are studying the potential of sebetralstat for the on-demand treatment of HAE in children aged 2 to 11 years. We believe that, if approved, sebetralstat has the potential to become the foundational therapy for HAE disease management globally.

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Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Examples of forward-looking statements include, among others, timing or outcomes of communications with the FDA, our expectations about safety and efficacy of our product candidates and timing of clinical trials and its results, our ability to commence clinical studies or complete ongoing clinical studies, including our KONFIDENT-S and KONFIDENT-KID trials, and to obtain regulatory approvals for sebetralstat and other candidates in development, the success of any efforts to commercialize sebetralstat, the ability of sebetralstat and other candidates in development to treat HAE or other diseases, and the future progress and potential success of our oral Factor XIIa program. Further information on potential risk factors that could affect our business and financial results are detailed in our filings with the Securities and Exchange Commission, including in our annual report on Form 10-K for the year ended April 30, 2024, our quarterly reports on Form 10-Q, and our other reports that we may make from time to time with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Media:

Jenn Snyder

Vice President, Corporate Affairs

[phone]

[e-mail]

Investors:

Ryan Baker

Head, Investor Relations

[phone]

[e-mail]

Document and Entity Information	Nov. 23, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001348911
Document Type	8-K
Document Period End Date	Nov. 23, 2024
Entity Registrant Name	KALVISTA PHARMACEUTICALS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-36830
Entity Tax Identification Number	20-0915291
Entity Address, Address Line One	55 Cambridge Parkway
Entity Address, Address Line Two	Suite 901E
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	857
Local Phone Number	999-0075
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value per share
Trading Symbol	KALV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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