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EX-99.2 - EX-99.2 - KalVista Pharmaceuticals, Inc.kalv-ex992_8.htm
EX-99.1 - EX-99.1 - KalVista Pharmaceuticals, Inc.kalv-ex991_6.htm

 

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): July 27, 2018

 

 

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

(Address of Principal Executive Offices) (Zip Code)

 

(857) 999-0075

(Registrant’s telephone number, including area code)

 

(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 (see General Instruction A.2. below):

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))

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 July 13, 2017, KalVista Pharmaceuticals, Inc. (the “Company”) entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”).

 

On July 27, 2018, the Company sent a notice to BTIG terminating the Sales Agreement (the “Notice”) in connection with its sale of 1,778,320 shares of common stock priced at $8.21 per share, representing the five-day volume-weighted average price, in a registered direct transaction executed under the Company’s existing shelf registration statement on Form S-3 (Reg. No. 333-217009). Pursuant to the terms of the Sales Agreement, and upon waiver of the notice period by BTIG, such termination was effective July 27, 2018, and neither the Company nor BTIG have any continuing obligations under the Sales Agreement.

 

Item 2.02.

Results of Operations and Financial Condition.

On July 31, 2018, the Company reported its financial results for the three months ended April 30, 2018. A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this report.

 

Item 7.01.

Regulation FD.

On July 31, 2018, the Company updated its corporate presentation slide deck. A copy of the corporate presentation slide deck of the Company is furnished as Exhibit 99.2 to this report.

The information furnished with Items 2.02 and 7.01 of this report, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

 

 

 

Exhibit
Number

 

Description

 

 

99.1

 

Press release dated July 31, 2018.

99.2

 

Corporate presentation slide deck dated July 31, 2018.


 


SIGNATURE

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 hereunto duly authorized.

 

 

 

 

KALVISTA PHARMACEUTICALS, INC.

 

 

By:

 

/s/ Benjamin L. Palleiko

Name:

 

Benjamin L. Palleiko

Title:

 

Chief Financial Officer

Date: July 31, 2018