UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On February 14, 2024, KalVista Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Leerink Partners LLC, Stifel, Nicolaus & Company, Incorporated, and Cantor Fitzgerald & Co., as the representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell (i) an aggregate of 7,016,312 shares of its common stock (the “Shares”) and (ii) pre-funded warrants to purchase 3,483,688 shares of the Company’s common stock in lieu of its common stock (the “Pre-Funded Warrants”) to certain investors, to the Underwriters (the “Offering”). The Shares will be sold at the public offering price of $15.25 per share. Pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to an additional 1,575,000 Shares at the public offering price, less underwriting discounts and commissions. The Pre-Funded Warrants will be immediately exercisable, and may be exercised at any time after their original issuance. The purchase price of each Pre-Funded Warrant sold in the Offering will be equal to the price at which a Share is sold in the Offering, minus $0.001, and the exercise price of each Pre-Funded Warrant will equal $0.001 per share.
The Company estimates that net proceeds from the Offering will be approximately $150.1 million, after deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriters’ option to purchase additional shares.
The Company intends to use the net proceeds from this offering to fund the continued clinical development of its product candidate sebetralstat and activities related to its planned commercialization following approval, as well as continued preclinical activities for its oral Factor XIIa inhibitor program. The remainder of the net proceeds, if any, will be used for general corporate purposes. The Company expects the Offering to close on February 20, 2024, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-256378) that was filed by the Company with the Securities and Exchange Commission (“SEC”) on May 21, 2021 and declared effective on June 1, 2021 and a related prospectus supplement.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.
A copy of the opinion of Fenwick & West LLP, relating to the validity of the Shares in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.
Item 2.02 Results of Operations and Financial Condition.
On February 14, 2024, the Company filed a preliminary prospectus supplement (the “Prospectus Supplement”) with the SEC in connection with the Offering, which contained information regarding the Company’s preliminary estimates of certain financial metrics for the fiscal quarter ended January 31, 2024. In the Prospectus Supplement, the Company disclosed that it expects to report that the Company had cash, cash equivalents and marketable securities of approximately $76 million as of January 31, 2024.
The preliminary financial metrics and results included in the Prospectus Supplement are estimates that have not been audited and are subject to the completion of the Company’s financial closing procedures and any adjustments. The preliminary results may differ materially from the actual results that will be reflected in the Company’s financial statements when they are completed and publicly disclosed.
In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events. |
On February 15, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 1.1 | Underwriting Agreement by and among KalVista Pharmaceuticals, Inc. and Jefferies LLC, Leerink Partners LLC, Stifel Nicolaus & Company, Incorporated, and Cantor Fitzgerald & Co., as representatives of the several underwriters, dated February 14, 2024. | |
| 5.1 | Opinion of Fenwick & West LLP. | |
| 23.1 | Consent of Fenwick & West LLP (contained in Exhibit 5.1). | |
| 99.1 | Press Release relating to the pricing of the Offering, dated February 15, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements relating to the expected net proceeds of the Offering, the anticipated use of proceeds of the Offering and the timing of the closing of the Offering, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks identified in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended April 30, 2023, the prospectus supplements related to the Offering, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect the Company’s results of operations, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.
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 | |
| Benjamin L. Palleiko | ||
| President, Chief Business Officer and Chief Financial Officer | ||
Date: February 16, 2024