Item 1.01. Entry into a Material Definitive Agreement.
On February 10, 2021, KalVista Pharmaceuticals, Inc. (the Company) entered into an underwriting agreement (the Underwriting
Agreement) with Jefferies 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 an aggregate of 5,375,000 shares of its common stock (the Shares) to the Underwriters (the Offering). The Shares will be sold at the public offering price of $36.00 per share.
Pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to an additional 806,250 shares of its common stock at the same price. The Company estimates that
net proceeds from the Offering will be approximately $181.7 million, after deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriters over-allotment option.
The Company intends to use the net proceeds from this offering to fund the planned Phase 3 trial of KVD900, the planned Phase 2 trial of KVD824 and continued
development of its oral Factor XIIa programs. The remainder of the net proceeds, if any, will be used for general corporate purposes, which may include funding research and development, increasing the Companys working capital, acquisitions or
investments in business, products or technologies that are complementary to the Companys and capital expenditures. The Company expects the Offering to close on February 16, 2021, 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. 333-228831) that was filed by the Company with the Securities and Exchange Commission (SEC) on December 14, 2018 and declared effective on December 21, 2018, and the registration statement on Form S-3MEF (File No. 333-252972) that was filed by the Company pursuant to Rule 462(b) with the SEC on February 10, 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 1.02. Termination of a Material Definitive Agreement.
On February 10, 2021, the Company delivered a written notice of termination (the Termination Notice) of that certain
Controlled Equity OfferingSM Sales Agreement (the Sales Agreement), dated March 29, 2019, by and between the Company and Cantor Fitzgerald & Co. (Cantor). The
Termination Notice became effective as of the close of business on February 10, 2021.
As previously reported, pursuant to the terms of the Sales
Agreement, the Company could offer and sell shares of its common stock having an aggregate offering price of up to $50.0 million from time to time through Cantor, as agent. The Company sold 628,553 shares of its common stock under the Sales
Agreement prior to delivering the Termination Notice.