Securities Registration: Employee Benefit Plan (s-8)
February 13 2017 - 4:15PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 13, 2017
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
KALVISTA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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20-0915291
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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One Kendall Square
Bld 200, Ste 2203
Cambridge, MA 02139
(Address of Principal Executive Offices) (Zip Code)
2015 Incentive Plan
(Full Title of the Plans)
Thomas Andrew
Crockett
Chief Executive Officer
KalVista Pharmaceuticals, Inc.
One Kendall Square
Bld
200, Ste 2203
Cambridge, MA 02139
(Name and Address of Agent For Service)
(857)
999-0075
(Telephone Number, including area code, of agent for service)
Copies to:
Robert A. Freedman, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650)
988-8500
Indicate by check mark whether
the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule
12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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CALCULATION OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount
To Be
Registered (1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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To be issued under the 2015 Incentive Plan
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85,714 (2)
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$7.00 (3)
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$599,998
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$69.54
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act
), this Registration Statement shall also cover any additional shares of the Registrants common
stock that become issuable under the Registrants 2015 Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrants receipt of consideration that increases the
number of the outstanding shares of the Registrants common stock.
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(2)
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Represents additional shares of common stock reserved for issuance under the Registrants 2015 Incentive Plan as of January 1, 2017.
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(3)
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Calculated solely for the purposes of this offering under Rule 457(c) and (h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrants common stock
as reported on The NASDAQ Global Market on February 8, 2017.
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REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form
S-8,
KalVista Pharmaceuticals, Inc. (the Registrant) is filing
this Registration Statement with the SEC to register 85,714 additional shares of common stock under the Registrants 2015 Incentive Plan (Incentive Plan), pursuant to the provisions of the Incentive Plan providing for an automatic
increase in the number of shares reserved for issuance under the Incentive Plan on January 1, 2017.
This Registration Statement hereby incorporates
by reference the contents of the Registrants registration statement on Form
S-8
filed with the Securities and Exchange Commission (the Commission) on April 29, 2015 (Registration
No. 333-203721).
In accordance with the instructional note to Part I of Form
S-8
as promulgated by the Commission, the information specified by Part I of Form
S-8
has been omitted from this Registration Statement.
II-1
PART II
Information Required in the Registration Statement
Item 3.
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Incorporation of Documents by Reference
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KalVista Pharmaceuticals, Inc. (the
Registrant) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the Commission):
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(a)
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The Registrants Annual Report on Form
10-K
for the fiscal year ended December 31, 2015 filed with the Commission on March 30, 2016 pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the Exchange Act);
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(b)
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All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrants Annual Report referred to in (a) above; and
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(c)
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The description of the Registrants Common Stock contained in the Registrants Registration Statement on Form
8-A
(No.
001-36830)
filed with the Commission on February 2, 2015, and including any other amendments or reports filed for the purpose of updating such description.
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All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which
de-registers
all securities then
remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Unless
expressly incorporated into this Registration Statement, a report furnished on Form
8-K
prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently
filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
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Exhibit
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Incorporated by
Reference
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Filed
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Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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4.1
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Registrants Amended and Restated Certificate of Incorporation.
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S-1
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333-201278
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3.2
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January 23,
2015
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4.2
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Certificate of Amendment of Registrants Amended and Restated Certificate of Incorporation.
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8-K
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001-36830
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3.1
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November 23,
2016
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4.3
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Certificate of Amendment of Registrants Amended and Restated Certificate of Incorporation.
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8-K
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001-36830
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3.2
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November 23,
2016
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4.4
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Registrants Amended and Restated Bylaws.
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S-1
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333-201278
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3.4
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January 23,
2015
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5.1
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Opinion and Consent of Fenwick & West
LLP
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X
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23.1
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Consent of Deloitte LLP.
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X
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23.2
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Consent of PricewaterhouseCoopers LLP.
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X
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II-2
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Exhibit
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Incorporated by
Reference
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Filed
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Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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23.3
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Consent of Fenwick & West
LLP
(contained in Exhibit 5.1).
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X
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Power of Attorney (incorporated by reference to
Page II-4
of this Registration Statement).
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X
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99.1
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2015 Incentive Plan and forms of agreements thereunder.
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S-1
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333-201278
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10.3
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January 23,
2015
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II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form
S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, State of
Massachusetts, on February 13, 2017.
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KALVISTA PHARMACEUTICALS, INC.
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By:
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/s/ Thomas Andrew Crockett
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Thomas Andrew Crockett,
Chief Executive
Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each person whose signature appears below does hereby constitute and appoint Thomas Andrew
Crockett and Benjamin L. Palleiko, and each of them, with full power of substitution, such persons true and lawful
attorneys-in-fact
and agents for such person,
with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both
pre-effective
and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments
or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following
persons on behalf of the Registrant in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Thomas Andrew Crockett
Thomas Andrew Crockett
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Chief Executive Officer and Director
(Principal Executive Officer)
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February 13, 2017
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/s/ Benjamin L. Palleiko
Benjamin L. Palleiko
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Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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February 13, 2017
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/s/ Rajeev Shah
Rajeev Shah
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Director
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February 13, 2017
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II-4
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/s/ Joshua Resnick
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Director
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February 13, 2017
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Joshua Resnick, M.D.
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/s/ Richard Aldrich
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Director
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February 13, 2017
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Richard Aldrich
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/s/ Edward W. Unkart
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Director
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February 13, 2017
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Edward W. Unkart
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/s/ Albert Cha
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Director
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February 13, 2017
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Albert Cha, M.D., Ph.D.
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/s/ Arnold L. Oronsky
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Director
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February 13, 2017
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Arnold L. Oronsky, Ph.D.
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II-5
EXHIBIT INDEX
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Exhibit
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Incorporated by
Reference
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Filed
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Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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4.1
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Registrants Amended and Restated Certificate of Incorporation.
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S-1
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333-201278
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3.2
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January 23,
2015
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4.2
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Certificate of Amendment of Registrants Amended and Restated Certificate of Incorporation.
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8-K
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001-36830
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3.1
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November 23,
2016
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4.3
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Certificate of Amendment of Registrants Amended and Restated Certificate of Incorporation.
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8-K
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001-36830
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3.2
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November 23,
2016
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4.4
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Amended and Restated Bylaws of KalVista Pharmaceuticals, Inc., as currently in effect.
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S-1
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333-201278
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3.4
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January 23,
2015
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5.1
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Opinion and Consent of Fenwick & West LLP.
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X
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23.1
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Consent of Deloitte LLP.
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X
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23.2
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Consent of PricewaterhouseCoopers LLP.
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X
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23.3
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Consent of Fenwick & West LLP (contained in Exhibit 5.1).
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X
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24
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Power of Attorney (incorporated by reference to
Page II-4
of this Registration Statement).
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X
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99.1
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2015 Incentive Plan and forms of agreements thereunder.
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S-1
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333-201278
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10.3
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January 23,
2015
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