{"url_path":"/sec/kalv/8-k/2026-06-11/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1348911/0001140361-26-024949-index.html","accession_number":"0001140361-26-024949","cik":"0001348911","ticker":"KALV","issuer_name":"KalVista Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1348911/0001140361-26-024949-index.html","primary_entity_key":"0001348911","primary_entity_name":"KalVista Pharmaceuticals, Inc."},"word_count":972,"has_tables":true,"body_markdown":"false12-310001348911DENASDAQ00013489112026-06-112026-06-11\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWASHINGTON, D.C. 20549\n\nFORM 8-K\n\nCURRENT REPORT\n\nPursuant to Section 13 or 15(d)\n\nof the Securities Exchange Act of 1934\n\nDate of Report (Date of earliest event reported): June 11, 2026\n\nKalVista Pharmaceuticals, Inc.\n\n(Exact name of registrant as specified in its charter)\n\nDelaware\n\n001-36830\n\n20-0915291\n\n(State or other jurisdiction\n\nof incorporation)\n\n(Commission\n\nFile Number)\n\n(IRS Employer\n\nIdentification No.)\n\n \n\n \n\n \n\n200 Crossing Boulevard\n\n \n\nFramingham, Massachusetts\n\n01702\n\n(Address of principal executive offices)\n\n(Zip Code)\n\nRegistrant’s Telephone Number, Including Area Code: (857) 999-0075\n\n(Former name or former address, if changed since last report)\n\nCheck 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\nfollowing provisions:\n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\nTitle of each class\n\n \n\nTrading\n\nSymbol(s)\n\n \n\nName of each exchange\n\non which registered\n\nCommon Stock, $0.001 par value per share\n\n \n\nKALV\n\n \n\nThe Nasdaq Global Market\n\nIndicate 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)\nor Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).\n\nEmerging growth company ☐\n\nIf 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\nrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\nIntroductory Note\n\nOn April 29, 2026, we previously reported with the U.S. Securities and Exchange Commission (the “SEC”) that KalVista Pharmaceuticals, Inc., a Delaware\ncorporation (“us” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated April 29,\n2026, 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\nMerger Agreement.\n\nOn 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”).\n\nThe 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\ntendered 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\nother 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\nwere irrevocably accepted for payment by Purchaser.\n\nFollowing 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”),\nwithout 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\nreceive the Offer Price (the “Merger Consideration”). As a result of the Merger, the Company became a wholly owned subsidiary\nof Parent.\n\nPursuant to the Merger Agreement, at the Effective Time:\n\n•\n\n \n\nEach Company Option that was outstanding and unexercised (and with an exercise price that was less than the Merger Consideration) was deemed fully\nvested 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\n(B) the total number of Shares subject to such Company Option immediately prior to the Effective Time.\n\n•\n\n \n\nEach Company Option that had a per Share exercise price equal to or greater than the Merger Consideration was cancelled at the Effective Time without\nany consideration payable in respect thereof and has no further force or effect.\n\n•\n\n \n\nEach then outstanding Company RSU was deemed fully vested and was cancelled and converted into the right of the holder thereof to receive a cash\npayment (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.\n\nThe 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\ncopy 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."}