KALVISTA PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

KALVISTA PHARMACEUTICALS, INC.

One Kendall Square55 Cambridge Parkway

Building 200, Suite 2203901E

Cambridge, MA 0213902142

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 23, 2017OCTOBER 2, 2019

To the Stockholders of KalVista Pharmaceuticals, Inc.:

NOTICE IS HEREBY GIVEN that the SpecialAnnual Meeting of Stockholders (the “Special Meeting”“Annual Meeting”) of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”“Company”), will be held on March 23, 2017,October 2, 2019, at 9:0030 a.m. local time, at the headquartersoffice of the Company located at One Kendall Square, Building 200,55 Cambridge Parkway, Suite 2203,901E, Cambridge, Massachusetts 0213902142 for the following purposes:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of SpecialAnnual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on March 1, 2017August 16, 2019 (the “Record Date”“Record Date”) can vote at this meeting or any adjournments that take place.

The boardBoard of directorsDirectors of the Company recommends that you voteFOR the approvalelection of the amendment and restatement of our 2017 Equity Incentive Plan, as describeddirector nominees named in Proposal No. 1 of the Proxy StatementStatement; andFOR the approvalratification of our 2017 Employee Stock Purchase Plan,the appointment of Deloitte & Touche LLP as the independent registered public accounting firm, as described in Proposal No. 2 of the Proxy Statement.

Your vote is important.It is important that your shares be represented and voted whether or not you plan to attend the special meeting in person. You may vote by completing and mailing the enclosed proxy card or by instructing your broker, bank or nominee how to vote your shares. Voting by written proxy, or by instructing your broker, bank or nominee how to vote your shares, will ensure your shares are represented at the special meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR 2019 ANNUAL REPORT ON FORM 10-K, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

Cambridge, Massachusetts

March 1, 2017

TABLE OF CONTENTS

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KALVISTA PHARMACEUTICALS, INC.

One Kendall Square55 Cambridge Parkway

Building 200, Suite 2203901E

Cambridge, MA 0213902142

PROXY STATEMENT

NOTICE OF SPECIALFOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 23, 2017October 2, 2019

We have sent you this Proxy Statement and the enclosed Proxy Card because the boardBoard of directorsDirectors (the “Board”) of KalVista Pharmaceuticals, Inc. (referred to herein as the “Company”“Company”, “KalVista”“KalVista”, “we”“we”, “us”“us” or “our”“our”) is soliciting your proxy to vote at our Special2019 Annual Meeting of Stockholders (the “Special Meeting”“Annual Meeting”) to be held on Thursday, March 23, 2017,October 2, 2019, at 9:0030 a.m. local time, at the headquartersoffice of the Company located at One Kendall Square, Building 200,55 Cambridge Parkway, Suite 2203,901E, Cambridge, Massachusetts 02139.

02142.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

We will begin mailing printed copies of our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended April 30, 2019 (the “Form 10-K”) to our stockholders of record as of August 16, 2019 (the “Record Date”) for the first time on or about August 23, 2019. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form 10-K is also available in the “SEC Filings” section of our website at http://ir.kalvista.com/.

The only outstanding voting securities of KalVista are shares of common stock, $0.001 par value per share (the “common stock”“common stock”), of which there were 9,713,04217,815,493 shares outstanding as of the Record Date (excluding any treasury shares). The holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in person or represented by proxy, are required to hold the SpecialAnnual Meeting.

INFORMATION

INFORMATION ABOUT THE PROXY PROCESS AND VOTING

Why am I receiving these materials?

We have delivered this Proxy Statement and Proxy Card to you, because the board of directors of KalVista Pharmaceuticals, Inc.Board is soliciting your proxy to vote at the SpecialAnnual Meeting, including at any adjournments or postponements of the SpecialAnnual Meeting. You are invited to attend the SpecialAnnual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the SpecialAnnual Meeting to vote your shares. Instead, you may simply complete, sign and return the Proxy Card.Card, or follow the instructions below to submit your proxy over the telephone or on the internet.

This Proxy Statement, the Notice of Annual Meeting and accompanying Proxy Card were first made available for access by our stockholdersmailed on or about March 6, 2017August 23, 2019 to all stockholders of record entitled to vote at the SpecialAnnual Meeting.

Who can vote at the SpecialAnnual Meeting?

Only stockholders of record at the close of business on March 1, 2017 (the “Record Date”),the Record Date, August 16, 2019, will be entitled to vote at the SpecialAnnual Meeting. At the close of business on the Record Date, there were 9,713,04217,815,493 shares of common stock issued and outstanding and entitled to vote. All share numbers reflect the 14-to-1 reverse stock split that was effected in November 2016 in connection with the share purchase transaction in which we acquired KalVista Pharmaceuticals, Limited (“KalVista Limited”).

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the SpecialAnnual Meeting or vote by proxy. Whether or not you plan to attend the SpecialAnnual Meeting, we urge you to fill out and return the Proxy Card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name”“street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the SpecialAnnual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the SpecialAnnual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the SpecialAnnual Meeting unless you request and obtain a valid Proxy Card from your broker or other agent.

What am I being asked to vote on?

You are being asked to vote on two (2) proposals:

In addition, you are entitled to vote on any other matters that are properly brought before the SpecialAnnual Meeting.

How do I vote?

Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares

in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the SpecialAnnual Meeting or any adjournments or postponements thereof.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the SpecialAnnual Meeting. Alternatively, you may vote by proxy by using the accompanying Proxy Card.Card, over the internet or by telephone. Whether or not you plan to attend the SpecialAnnual Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the SpecialAnnual Meeting, you may still attend the SpecialAnnual Meeting and vote in person. In such case, your previously submitted proxy will be disregarded.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote in person at the SpecialAnnual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

Who counts the votes?

American Stock Transfer & Trust Company, LLC (“AST”(“AST”), has been engaged as our independent agent to tabulate stockholder votes, and a representative of AST will be appointed to act as Inspector of Election.Elections. If you are a stockholder of record, your executed Proxy Card is returned directly to AST for tabulation. As noted above, if you hold your shares through a broker, your broker returns one Proxy Card to AST on behalf of all its clients.

How are votes counted?

Votes will be counted by the Inspector of ElectionElections appointed for the SpecialAnnual Meeting, who will separately count “For” votes, “Against”“For” and, with respect to Proposal 2, “Against” votes, abstentions and broker non-votes. In addition, with respect to the election of directors, the Inspector of Elections will count the number of “Withheld” votes received for each of the nominees. If your shares are held by your broker as your nominee (that is, in “street name”“street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine”“routine” items, but not with respect to “non-routine”“non-routine” items. See below for more information regarding: “What are “broker non-votes?non-votes”?” and “Which ballot measures are considered “routine” or “non-routine”?”

What are “broker non-votes”?

Broker non-votes occur when a beneficial owner of shares held in “street name”“street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.“non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,“routine,” but not with respect to “non-routine”“non-routine” matters. In the event that a broker, bank, custodian, nominee or

other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

Which ballot measures are considered “routine” or “non-routine?”

The approvalratification of the appointment of Deloitte & Touche LLP as our 2017 Equity Incentive Plan (“independent registered public accounting firm for the year ending April 30, 2020 (Proposal 2) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal 1”) and the approval2. The election of a new 2017 Employee Stock Purchase Plan (“Proposal 2”) aredirectors (Proposal 1) is considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal 1 and Proposal 2.1.

How many votes are needed to approve the proposal?

WithEach director will be elected by a plurality of the votes cast at the meeting. This means that the two individuals nominated for election to the Board at the meeting receiving the highest number of “For” votes will be elected. You may either vote “For” one or both of the nominees or “Withhold” your vote with respect to Proposal 1, the affirmative voteone or both of the nominees. You may not cumulate votes in the election of directors. “Withhold” votes and broker non-votes will have no effect on the election of the nominees. Approval of the ratification of the appointment of our independent registered public accounting firm will be obtained if the holders of a majority of the votes cast at the meeting (excluding abstentions and broker non-votes) is required for approval. This is a non-routine proposal and therefore we do expect there to be broker non-votes.non-votes, if any) vote “For” the proposal. An abstention will have no effect on Proposal 2.

With respect to Proposal 2, the affirmative vote of the majority of votes cast (excluding abstentions and broker non-votes) is required for approval. This is a non-routine proposal and therefore we do expect there to be broker non-votes.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.

What if I return a Proxy Card but do not make specific choices?

If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted “For”“For” the approvalelection of a new 2017 Equity Incentive Plan,each of the two nominees for director and “For”“For” the approvalratification of a new 2017 Employee Stock Purchase Plan.the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. If any other matter is properly presented at the SpecialAnnual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Proxy Cards.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the SpecialAnnual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

When are stockholder proposals due for next year’s Annual Meeting?annual meeting?

Although not yet determined, we anticipateTo be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by April 25, 2020, to our Corporate Secretary at 55 Cambridge Parkway, Suite 901E, Cambridge, Massachusetts 02142; provided that if the date of the annual meeting will beis more than 30 days from June 14, 2017, and accordinglyOctober 2, 2020, the deadline is a reasonable time before we begin to print and send our proxy materials for next year’syear’s annual meeting. Pursuant to our bylaws, in order for a stockholder to present a proposal for next year’syear’s annual meeting, other than proposals to be included in the proxy statement as described above, or to nominate a director, you must do so between close of business on February 14, 2017June 4, 2020 and close of business on March 16, 2017;July 4, 2020; provided that if the date of that annual meeting is more than 30 days before or after June 14, 2017,October 2, 2020, you must give notice on or before 10 days after the day on which the date of the annual meeting is first disclosed in a public announcement. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present in person or represented by proxy at the SpecialAnnual Meeting. On the Record Date, there were 9,713,04217,815,493 shares outstanding and entitled to vote. Accordingly, 4,856,5228,907,747 shares must be represented by stockholders present at the SpecialAnnual Meeting or represented by proxy in order to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the SpecialAnnual Meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, the chairpersonChairman of the SpecialAnnual Meeting may adjourn the SpecialAnnual Meeting to another time or place.

How can I find out the results of the voting at the SpecialAnnual Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the SpecialAnnual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

PROPOSAL NO. 1

APPROVAL OF THE 2017 EQUITY INCENTIVE PLAN

GeneralImplications of being an “emerging growth company.”

We are askingan “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about our stockholders to approve the KalVista Pharmaceuticals, Inc. 2017 Equity Incentive Plan (the “2017 EIP”), which was approved by our board of directorsexecutive compensation arrangements and no non-binding advisory votes on March 1, 2017. If approved by our stockholders, the 2017 EIP will replace our existing Carbylan Therapeutics, Inc. 2015 Incentive Plan (the “Prior Plan”), and the 2017 EIP will become our primary plan for providing equity-based incentive compensation to our eligible employees, consultants and non-employee directors.

Outstanding awards under the Prior Planexecutive compensation. We will remain outstanding, unchanged and subject toan emerging growth company until the termsearlier of (1) the last day of the Prior Plan andfiscal year (a) following the respective award agreements, until the expiration or lapse of such awards in accordance with their terms.

We are asking our stockholders to approve the 2017 EIP because, among other things, we believe that the adoptionfifth anniversary of the 2017 EIP is in the best interests of KalVista because of the continuing need to provide stock options, restricted stock units and other equity-based incentives to attract and retain qualified personnel and to respond to relevant market changes in equity compensation practices. If our stockholders do not approve the 2017 EIP, we will not be able to issue awards under the 2017 EIP and our ability to issue awards under the Prior Plan will terminate when such plan expires.

Approval of the 2017 EIP is intended to enable us to achieve the following objectives:

Equity compensation is a critical elementcompletion of our compensation program. Offering a broad-based equity compensation program is vital to attracting and retaining highly skilled peopleinitial public offering, (b) in the highly competitive life sciences industry. We use equity awards to increase incentives on the partwhich we have total annual gross revenue of eligible employees, non-employee directors and consultants who provide significant services to the company and its affiliates. We believe that providing an equity stakeat least $1.07 billion, or (c) in the future success of our business encourages our employees to be highly motivated to achieve our long-term business goals and to increase stockholder value. Their innovation and productivitywhich we are critical to our success. Accordingly, approving the 2017 EIP is in the best interest of our stockholders because equity awards help us to:

We strongly believe that approval by you of our 2017 EIP will enable us to achieve our goals in attracting and retaining our most valuable asset: our employees.

Without stock options, restricted stock units or other forms of equity incentives, we would be forced to consider cash replacement alternatives to provide a market-competitive total compensation package necessary to attract, retain and motivate the employee talent critical to our future successes. These cash replacement alternatives could, among other things, reduce the cash available for investment in growth and development and cause a loss of motivation by employees to achieve superior performance over a longer period of time. Equity-based awards also directly align a portion of the compensation of our employees with the economic interests of our stockholders. If this Proposal 1 is not approved by our stockholders, we believe our ability to attract and retain the talent we need to compete in our industry would be adversely impacted, and this could affect our long-term success.

The ability to offer a variety of stock compensation awards including stock options, restricted stock awards, stock bonus awards, stock appreciation rights, restricted stock units, and performance awards provides us flexibility to offer different types of equity awards given market trends and practices. The variety of awards available under the 2017 EIP gives us flexibility to respond to market-competitive changes in equity compensation practices.

Background on Our Stock Compensation

We believe that a broad-based equity program is a necessary and powerful employee incentive and retention tool that benefits all of our stockholders. Equity ownership programs put employees’ interests directly into alignment with those of other stockholders, as they reward employees based upon stock price performance. Without an equity incentive program, we believe we would be at a disadvantage against competitor companies to provide the total compensation package necessary to attract, retain and motivate the employee talent critical to our future success. We currently grant stock options to the majority of our employees and to all of our executives. This is an important component of our long-term employee incentive and retention plan and has been very effective in enabling us to attract and retain the talent critical for an innovative company.

Share Usage

We are requesting approval of 1,000,000 shares for the 2017 EIP, plus the roll-over of all shares currently reserved but unissued or not subject to outstanding grants under the Prior Plan. In addition, shares subject to awards that are forfeited, repurchased by the company at the original issue price and are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award will be returned to the pool of shares available for grant and issuance under the 2017 EIP, subject to certain limitations, as described below under “Key Terms”. If our stockholders approve the 2017 EIP, no new grants of awards will be made under the Prior Plan.

Overview of the 2017 EIP

The following summary of certain major features of the 2017 EIP is subject to the specific provisions contained in the full text of the 2017 EIP, set forth inAppendix A to this Proxy Statement. This summary does not purportdeemed to be a complete description of all oflarge accelerated filer, which means the provisions of the 2017 EIP. To the extent that there is a conflict between this summary and the actual terms of the 2017 EIP, the terms of the 2017 EIP will govern.

Key Terms

The following is a summary of the key provisions of the 2017 EIP:

		In addition, shares subject to awards, and shares issued under the 2017 EIP under any award, will again be available for grant and issuance under the 2017 EIP to the extent such shares: (i) are subject to issuance upon exercise of an Option or SAR granted under the 2017 EIP but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (ii) are subject to awards granted under this 2017 EIP that are forfeited or are repurchased by us at the original issue price; (iii) are subject to awards granted under this 2017 EIP that otherwise terminate without such shares being issued; or (iv) are surrendered pursuant to an exchange program.
		The following shares will again be made available for future grant and issuance as awards under the 2017 EIP: shares that are withheld to pay the exercise or purchase price of an award or to satisfy any tax withholding obligations in connection with an award.
Evergreen:		The number of shares available for grant and issuance under the 2017 EIP shall be increased on January 1 of each of the first ten (10) calendar years during the term of the 2017 EIP by the lesser of (a) four percent (4%) of the number of shares of common stock issued and outstanding on each December 31 immediately prior to the date of increase and (b) such number of shares determined by the board of directors.
Award Types:		(1)    Non-qualified and incentive stock options (2)    Restricted stock awards (3)    Stock bonus awards (4)    Stock appreciation rights (5)    Restricted stock units (6)    Performance awards
Share Limit on Awards:		No more than 2,000,000 shares may be granted to any participant under the 2017 EIP during any calendar year, other than new employees, who are eligible to receive up to 4,000,000 shares in the calendar year during which they begin employment. These limits are intended to ensure that awards will qualify under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (Code), if applicable. Failure to qualify under this section might result in our inability to take a tax deduction for part of the performance-based compensation to senior executives. In addition, no person will be eligible to receive cash-based awards of more than $5,000,000 of value in the calendar year.
Non-Employee Directors:		Under the 2017 EIP, non-employee directors may be granted awards either on a discretionary basis or pursuant to policy adopted by the board of directors, except that no non-employee director will be eligible to receive more than the number shares with an aggregate grant date value of $750,000 in any one calendar year.
Vesting Periods:		Vesting schedules are determined when each award is granted.
Award Terms:		Options have a term no longer than ten years from the date the options were granted, except in the case of incentive stock options granted to holders of more than 10% of KalVista’s voting power, which have a term no longer than five years. SARs have a term no longer than ten years from the date they were granted.

Repricing:		Repricing, reducing the exercise price of outstanding Options or SARs, or exchanging Awards for cash, is permitted without stockholder approval under the 2017 EIP.
Recoupment:		Awards under the 2017 EIP will be subject to recoupment in accordance with any clawback or recoupment policy adopted by the board of directors or required by law.

New Plan Benefits

Future awards under the 2017 EIP to executive officers, employees or other eligible participants, including our Chief Executive Officer, are discretionary and cannot be determined at this time. Future awards of options under the 2017 EIP to non-employee directors are anticipated to be as set forth below.

2017 EIP

Method of Payment

The exercise price of options and the purchase price, if any, of other stock awards may be paid by cash, check, cancellation of indebtedness, surrender of shares, waiver of compensation, a broker assisted same-day sale, any combination of the foregoing or any other methods permitted by the 2017 EIP administrator and applicable law.

Terms applicable to Stock Options and Stock Appreciation Rights

The exercise price of grants made under the 2017 EIP of Options or SARs may not be less than the fair market value (the closing price of our common stock that is held by non-affiliates exceeds $700 million as of the prior October 31^st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board is divided into three classes. Each class has a staggered, three-year term. Unless the Board determines that vacancies shall be filled by the stockholders, and except as otherwise provided by law, vacancies (including vacancies created by increases in the number of directors) on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.

The Board currently consists of seven directors, divided into the three following classes:

At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders and until their successors are duly elected and qualified, or until their death, resignation or removal.

Mr. Crockett and Dr. Pereira have been nominated to serve as Class I directors and have each consented to stand for reelection. Each director to be elected will hold office from the date of grant)their election by the stockholders until the third subsequent annual meeting of our common stock. The term of these awards maystockholders or until his successor is elected and has been qualified, or until such director’s earlier death, resignation or removal.

Shares represented by executed proxies will be voted, if authority to do so is not be longer than ten years, except inwithheld, for the case of incentive stock options granted to holders of more than 10% of our voting power, which may have a term no longer than five years. At the time of grant the other terms and conditions applicable to such award are determined, including vesting and exercisability, subject to the minimum vesting requirement described above.

Terms applicable to Restricted Stock Awards, Stock Bonus Awards, Restricted Stock Unit Awards, and Performance Awards

The compensation committee (or its delegatee, to the extent applicable) determines the terms and conditions applicable to the granting of restricted stock awards, stock bonus awards, restricted stock unit awards and performance awards. The compensation committee may make the grant, issuance, retention and/or vesting of restricted stock awards, stock bonus awards, restricted stock unit awards and performance awards contingent upon continued employment with KalVista, the passage of time, or performance criteria and the level of achievement against such criteria as it deems appropriate.

Eligibility Under Section 162(m)

The plan is intended to enable KalVista to provide certain forms of performance-based compensation to executive officers that will meet the requirements for tax deductibility under Section 162(m)election of the Code. Section 162(m) provides that, subject to certain exceptions, KalVista may not deduct compensation paid certain of its executive officers in excess of $1 million in any one year. Section 162(m) excludes certain performance-based compensation from the $1 million limitation. While our compensation committee is mindful of the benefit to us of the full deductibility of compensation and will consider deductibility when analyzing potential compensation alternatives, it believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our executive officers in a manner that can best promote our corporate objectives. Awards may, but need not, include performance criteria that satisfy Section 162(m) of the Code.

To the extent that awards are intended to qualify as “performance-based compensation” under Section 162(m), the performance criteria may include the following objective measures, either individually, alternatively or in any combination, applied to the company as a whole or any business unit or subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the compensation committee with respect to applicable awards have been satisfied:

The Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable accounting rules, provide for one or more equitable adjustments (based on objective standards) to the Performance Factors to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award grant. It is within the sole discretion of the Committee to make or not make any such equitable adjustments.

Notwithstanding the satisfaction or completion of any performance criteria described above, the number of shares of common stock, number of shares subject to Options or other benefits granted, issued, retainable and/or vested under an award on account of satisfaction of performance criteria may be adjusted by the compensation committee on the basis of such further considerations as the compensation committee in its sole discretion determines to preserve the compensation committee’s original intent regarding the performance criteria at the time of the initial award grant. It is within the sole discretion of the Committee to make or not make any such equitable adjustments. The compensation committee may adjust the performance goals and performance criteria to account for unusual or non-recurring charges such as acquisition-related activities or changes in applicable accounting rules, changes in law and accounting and to make such adjustments as it deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the company or not within the reasonable control of the company’s management, or (iii) a change in accounting standards required by generally accepted accounting principles.

To the extent that an award under the 2017 EIP is designated as a “performance award,” and is intended to qualify as performance-based compensation under Section 162(m), adjustments to the performance criteria will be made in accordance with Section 162(m).

Transferability

Except as otherwise determined by the compensation committee, awards granted under the 2017 EIP may not be sold, pledged, assigned, hypothecated, transferred or disposed of except by will or the laws of descent and distribution.

Administration

The compensation committee will administer the 2017 EIP. Subject to the terms and limitations expressly set forth in the 2017 EIP, the compensation committee selects the persons who receive awards, determines the number of shares covered thereby, and, establishes the terms, conditions and other provisions of the grants. The compensation committee may construe and interpret the 2017 EIP and prescribe, amend and rescind any rules and relating to the 2017 EIP.

Amendments

The board of directors may terminate or amend the 2017 EIP at any time, provided that no action may be taken without stockholder approval to implement any amendment to the 2017 EIP that is required to be approved by our stockholders.

Adjustments

If, without consideration, the number of outstanding shares is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend) recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off or similar change in our capital structure, then (a) the number of shares reserved for issuance and future grant under the 2017 EIP, (b) the exercise prices or purchases prices, as applicable, of and number of shares subject to outstanding awards, (c) the number of shares subject to outstanding awards, (d) the maximum number of shares that may be issued as incentive stock options under the 2017 EIP, and (e) the maximum number of shares that may be issued to an individual or to a new employee in any one calendar year under the 2017 EIP or to a non-employee director under the 2017 EIP shall be proportionately adjusted, subject to any required action by our board of directors or our stockholders and in compliance with applicable securities laws. No fraction of a share will be issued following any adjustment.

Change of Control Transactions

two nominees named above. In the event that any nominee should be unavailable for election as a result of a changean unexpected occurrence, such shares will be voted for the election of control merger, sale of all or substantially all of our assets or another change of control transaction, any or all outstanding awards may be assumed, converted, replaced or substituted. Awards need not be treated in an identical manner. In the event the successor corporation refuses to either assume, convert, replace orsuch substitute awards, then all outstanding awards granted under the 2017 EIP Plan will expire on such transaction at such time and on such conditionsnominee as the board of directorsBoard may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will determine. The board of directors, in its sole discretion, may accelerate the vesting of awards in connection with such transaction.

In addition, in the event ofbe unable to serve. Directors are elected by a change of control merger, sale of all or substantially all of our assets or another change of control transaction, the vesting of all awards granted to our non-employee directors shall fully accelerate and such awards shall become exercisable (as applicable) in full asplurality of the time of consummation of such change in control transaction.votes cast at the meeting.

Insider Trading Policy

Any participant that receives an award under the 2017 EIP is required to comply with our insider trading policy.

Equity Compensation Plan Information as of April 30, 2016FOR THE ELECTION OF T. ANDREW CROCKETT AND BRIAN J. G. PEREIRA AS CLASS I DIRECTORS

The following table sets forth, for the securities authorizedClass I director nominees (who are currently standing for issuance underre-election) and for our equity compensation plansother current directors who will continue in effect on April 30, 2016.office after the Annual Meeting, information with respect to their ages and position/office held within the Company as of August 16, 2019:

U.S. Tax Consequences

Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following isincludes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

Nominees for Election to a general summaryThree-Year Term Expiring at the 2022 Annual Meeting of Stockholders

T. Andrew Crockett, M.B.A., has served as a member of our Board and as our Chief Executive Officer since November 2016 and as a director and Chief Executive Officer of our wholly owned subsidiary, KalVista Pharmaceuticals Limited, since inception in 2011. From 2010 until November 2015, Mr. Crockett was the Chief Executive Officer and member of the dateboard of this Proxy Statementdirectors of Vantia Ltd., where he served as Vice President of Business Development prior to his promotion. He continues to sit on the board of directors. Mr. Crockett has also held various senior management positions including Vice President of Business Development and Director of Clinical and Regulatory Affairs in biotech and specialty pharmaceutical companies in the United States federal income tax consequencesand United Kingdom. Mr. Crockett received a B.A. from the University of Utah and M.B.A. from The Wharton School, University of Pennsylvania, with a major in finance. We believe Mr. Crockett is qualified to KalVistaserve on our Board because of his founding role with the Company and participantshis broad experience in the 2017 EIP. The federal tax laws may changebiotech industry.

Brian J. G. Pereira, M.D. has served as a member of our Board since February 2019. Dr. Pereira is a veteran biopharmaceutical and the federal, statehealthcare leader with experience in financing and local tax consequences for any participant will depend upon his or her individual circumstances. Each participantgrowing companies. He has been President & CEO of Visterra, Inc. since 2013 and is, encouragedcontinues to seekserve in this role after the adviceacquisition by Otsuka in August 2018. He previously served as President & CEO of AMAG Pharmaceuticals where he raised four financing rounds at increasing valuations and built the clinical development, manufacturing, supply-chain and commercial infrastructure for Feraheme. Prior to AMAG Pharmaceuticals, he held senior roles at Tufts Medical Center, including President and CEO of a qualified tax advisor regarding the tax consequences of participation in the plan.

Non-Qualified Stock Options

A participant will realize no taxable income at the time a non-qualified stock optionTufts Medical Center Physician Organization and interim COO. Brian is granted under the 2017 EIP, but generally at the time such non-qualified stock option is exercised, the participant will realize ordinary income in an amount equal to the excessChairman of the fair market value of the shares on the date of exercise over the stock option exercise price. Upon a disposition of such shares, the difference between the amount received and the fair market value on the date of exercise will generally be treated as a long-term or short-term capital gain or loss, depending on the holding period of the shares. We will generally be entitled to a deduction for federal income tax purposes at the same time and in the same amount as the participant is considered to have realized ordinary income in connection with the exercise of the non-qualified stock option.

Incentive Stock Options

A participant will realize no taxable income, and we will not be entitled to any related deduction, at the time any incentive stock option is granted. If certain employment conditions are satisfied, then no taxable income will result upon the exercise of such option and we will not be entitled to any deduction in connection with the exercise of such stock option. Upon disposition of the shares after expiration of the statutory holding periods, any gain realized by a participant will be taxed as long-term capital gain and any loss sustained will be long-term capital loss, and we will not be entitled to a deduction in respect to such disposition. While no ordinary taxable

income is recognized at exercise (unless there is a “disqualifying disposition,” see below), the excess of the fair market value of the shares over the stock option exercise price is a preference item that is recognized for alternative minimum tax purposes.

Except in the event of death, if shares acquired by a participant upon the exercise of an incentive stock option are disposed of by such participant before the expiration of the statutory holding periods (i.e., a “disqualifying disposition”), such participant will be considered to have realized as compensation taxed as ordinary income in the year of such disposition an amount, not exceeding the gain realized on such disposition, equal to the difference between the stock option exercise price and the fair market value of such shares on the date of exercise of such stock option. Generally, any gain realized on the disposition in excess of the amount treated as compensation or any loss realized on the disposition will constitute capital gain or loss, respectively. If a participant makes a “disqualifying disposition,” generally we will be allowed a deduction for federal income tax purposes in the fiscal year of such “disqualifying disposition” in an amount equal to the compensation realized by such participant.

Stock Appreciation Rights

A grant of a stock appreciation right (which can be settled in cash or our common stock) has no federal income tax consequences at the time of grant. Upon the exercise of stock appreciation rights, the value received is generally taxable to the recipient as ordinary income, and we generally will be entitled to a corresponding tax deduction.

Restricted Stock

A participant receiving restricted stock may be taxed in one of two ways: the participant (i) pays tax when the restrictions lapse (i.e., with respect to the shares as they become vested) or (ii) makes an election under Section 83(b) of the Code to pay tax in the year the grant is made with respect to all of the shares subject to the grant. At either time the value of the award for tax purposes is the excess of the fair market value of the shares at that time over the amount (if any) paid for the shares. This value is taxed as ordinary income and, if granted to an employee, is subject to income tax withholding. We receive a tax deduction at the same time and for the same amount taxable to the participant. If a participant makes an election under Section 83(b) of the Code to be taxed at grant, then, when the restrictions lapse, there will be no further tax consequences attributable to the awarded stock until the recipient disposes of the stock, at which point any gain or loss will be short-term or long-term capital gain or loss, depending on the holding period of the stock prior to such disposition.

Restricted Stock Units

In general, no taxable income is realized upon the grant of a restricted stock unit award. The participant will generally include in ordinary income the fair market value of the award of stock at the time shares of stock are delivered to the participant or at the time the restricted stock unit vests. We generally will be entitled to a tax deduction at the time and in the amount that the participant recognizes ordinary income.

Performance Awards

The participant will not realize income when a performance award is granted, but will realize ordinary income when shares are transferred to him or her. The amount of such income will be equal to the fair market value of such transferred shares on the date of transfer. We will be entitled to a deduction for federal income tax purposes at the same time and in the same amount as the participant is considered to have realized ordinary income as a result of the transfer of shares.

Tax Withholding

The 2017 EIP allows us to withhold shares from the awards to satisfy the participant’s withholding tax obligation and tender cash from our general funds to the applicable tax authorities in an amount equal to the value of the shares withheld.

ERISA Information

The plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

Vote Required and Board of Directors Recommendation

The affirmative voteof Africa Healthcare Network and of NephroPlus Ltd. He serves on the Board of Cullinan Pearl Corp and Visterra, Inc, and has previously served on the Board of several private and public companies. He was the Chairman of the holders of a majorityBoard of the shares presentHarvard-MIT Biomedical Enterprise Program and President and Board member of the National Kidney Foundation. Brian is an Adjunct Professor of Medicine at Tufts University School of Medicine and has authored over 200 published scientific articles. He received his medical degree (MBBS) from St. John’s Medical College, MD (Medicine) and DM (Nephrology) from the Post Graduate Institute and MBA from Kellogg School of Management at Northwestern University. We believe that Dr. Pereira is qualified to serve on our Board because of his extensive experience in person or represented by proxy at the special meeting and entitled to vote is required to approve this proposal.knowledge of our industry.

OURTHE BOARD OF DIRECTORS RECOMMENDS A VOTE

FORTHE APPROVALELECTION OF EACH OF THE KALVISTA PHARMACEUTICALS, INC. 2017 EQUITY INCENTIVE PLAN AS DESCRIBED ABOVE IN THIS PROPOSAL 1.

Directors Continuing in Office Until the 2020 Annual Meeting of Stockholders

PROPOSAL 2:Daniel B. Soland has served as a member of our Board since April 2019. Mr. Soland most recently served as the Chief Executive Officer of uniQure N.V. from December 2015 through October 2016 and as the Senior Vice President and Chief Operating Officer of ViroPharma Inc. from November 2006 through February 2014. Mr. Soland has been serving on the boards of directors of Acadia Pharmaceuticals Inc since March 2015 and DBV Pharmaceuticals S.A. since May 2015. Mr. Soland previously served as President of Chiron Vaccines from January 2005 through June 2006, and helped engineer a turnaround that contributed to the acquisition of Chiron by Novartis. Prior to then, he served as President and Chief Executive Officer of Epigenesis Pharmaceuticals and as Vice President and Director, Worldwide Marketing Operations at GlaxoSmithKline Biologicals. Earlier in his career, he held positions of increasing responsibility in sales and product management at Pasteur-Merieux’s Connaught Laboratories. Mr. Soland holds a B.S. in Pharmacy from the University of Iowa. We believe Mr. Soland is qualified to serve on our Board because of his extensive executive and management experience in the pharmaceutical industry worldwide, notably at various senior commercial operations positions.

APPROVAL OF OUR 2017 EMPLOYEE STOCK PURCHASE PLAN

General

OurEdward W. Unkart has served as a member of our Board since December 2014. From August 2006 to August 2009, Mr. Unkart served as a member of the board of directors adoptedof XTENT, a publicly traded manufacturer of drug-eluting stent systems, where he was the 2017 Employee Stock Purchase Plan (the “2017 ESPP”)chair of the company’s audit committee and a member of the nominating and governance committee. From October 2004 to June 2009, Mr. Unkart served as a member of the board of directors of VNUS Medical Technologies, a publicly traded medical device company, where he was the Chair of the company’s audit committee and a member of the compensation committee. From January 2005 to December 2008, Mr. Unkart served as Vice President of Finance and Administration and Chief Financial Officer of SurgRx, a manufacturer of medical devices. Mr. Unkart is a Certified Public Accountant and holds a B.S. and an M.B.A. from Stanford University. We believe Mr. Unkart is qualified to serve on our Board because of his finance and accounting expertise and education and his experience gained through his board and officer positions at other life sciences companies.

Directors Continuing in Office Until the 2021 Annual Meeting of Stockholders

Albert Cha, M.D., with it becoming effective upon approval by our stockholders. The purchase plan enables eligible employees to purchase sharesPh.D., has served as a member of our common stockBoard since the consummation of the Carbylan Therapeutics, Inc. transaction in 2016. Dr. Cha served as a member of the Carbylan board of directors starting in November 2007. In September 2000, Dr. Cha joined Vivo Capital, a healthcare investment firm, where he has served in various positions, most recently as a Managing Partner. Dr. Cha currently serves as a member of the boards of directors of Biohaven Pharmaceutical Holding Company Ltd., Ascendis Pharma A/S and several privately-held biotechnology and medical device companies. During the past five years, he also served as a member of the boards of directors of Aclaris Therapeutics, Inc., Sierra Oncology, Inc. (formerly ProNAi Therapeutics, Inc.) and AirXpanders, Inc. Dr. Cha received a B.S. and an M.S. from Stanford University and an M.D. and a Ph.D. from the University of California at Los Angeles. We believe Dr. Cha is qualified to serve on our Board because of his medical background, venture capital experience and significant experience serving as a discount. Purchasesdirector of other life sciences companies.

Arnold L. Oronsky, Ph.D., has served as a member of our Board since November 2016. Dr. Oronsky has been a full-time member of InterWest’s healthcare team since 1994, where he currently serves as a Senior Partner. In addition to being a Senior Partner at InterWest, Dr. Oronsky also serves as a Senior Lecturer in the Department of Medicine at Johns Hopkins Medical School. He is a member of the board of directors of Dynavax Technologies, TESARO and a number of private pharmaceutical companies. Dr. Oronsky was formerly Vice President for Discovery Research for the Lederle Laboratories division of American Cyanamid Company where he directed all of the research for new drugs and supervised approximately three hundred employees. Dr. Oronsky holds a Ph.D. in Immunology from Columbia University and has published over 125 scientific articles. We believe Dr. Oronsky is qualified to serve on our Board because of his lengthy experience in the biotech industry as an investor and public company Board member.

Martin Edwards, M.D., has served as a member of our Board since June 2019. Dr. Edwards is a Senior Partner at Novo Ventures, the venture capital arm of Novo A/S. Since 2003, Dr. Edwards has held various positions at Novo Holdings, a life sciences investor. Earlier in his career, he was Corporate VP and Global Head of Drug Development for Novo Nordisk A/S, where he led pre-clinical and clinical drug development. Previously, Dr. Edwards was Chief Executive Officer of ReNeuron Ltd. and Chief Medical Officer/Vice President at Zymogenetics. He is currently the Chairman and a director of Vantia Ltd and on the board of directors of Verona Pharma. Dr. Edwards was trained in physiology and medicine at the University of Manchester, where he obtained his M.D. He is a Member of the Royal College of Physicians, a Member with distinction of the Royal College of General Practitioners, a Fellow of the Faculty of Pharmaceutical Medicine and holds a MBA from the University of Warwick. In 2009, Dr. Edwards was made Adjunct Professor at CBS SIMI in Copenhagen. We believe Dr. Edwards is qualified to serve on our Board because of his extensive experience and knowledge in the biotechnology industry.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has appointed Deloitte & Touche LLP, independent registered public accounting firm, to audit our financial statements for the fiscal year ending April 30, 2020. Deloitte & Touche LLP audited our financial statements for the fiscal year ended April 30, 2019. The Board recommends that our stockholders ratify this appointment. In the event our stockholders do not ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ended April 30, 2020, the audit committee will reconsider its appointment. We expect that a representative of Deloitte & Touche LLP will be accomplished through participation in discrete offering periods, which havepresent at the Annual Meeting, will be able to make a maximum length of not greater than twenty-seven months. An offering period may alsostatement if they so desire, and will be divided into discrete purchase periods (atavailable to respond to appropriate questions.

In deciding to appoint Deloitte & Touche LLP, the end of which shares of our common stock are purchased at a discount). The purchase plan is intended to qualify as an employee stock purchase plan under Section 423 ofaudit committee reviewed auditor independence issues and existing relationships with Deloitte & Touche LLP and concluded that Deloitte & Touche LLP has no relationship with us that would impair its independence for the Code.fiscal year ending April 30, 2020.

Overview of the 2017 ESPPPrincipal Accountant Fees and Services

The following summarytable provides information regarding the aggregate fees for services provided by Deloitte & Touche LLP for the fiscal years ended April 30, 2019 and 2018.

Pre-Approval Policies and Procedures

Our audit committee generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of certain major featuresservices and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. Our audit committee may also pre-approve particular services on a case-by-case basis. All of the 2017 ESPP is subjectservices relating to the specific provisions containedfees described in the full text of the 2017 ESPP, set forth inAppendix B to this Proxy Statement. This summary does not purport to be a complete description of all of the provisions of the 2017 ESPP. To the extent that there is a conflict between this summary and the actual terms of the 2017 ESPP, the terms of the 2017 ESPP will govern.

Share Reserve

We have reserved 100,000 shares of our common stock for issuance under the purchase plan. The number of shares reserved for issuance under the purchase plan will increase automatically on January 1st of each of the first ten calendar years after its approval by our stockholders equal to 1% of the total number of outstanding shares of our common stock on the immediately preceding December 31; however, our board of directors or our compensation committee may reduce the amount of the increase in any particular year. The aggregate number of shares issued over the term of the purchase plan will not exceed 3,000,000 shares of our common stock.

Offering Periods

The first offering period and purchase period (to the extent applicable) under our 2017 ESPP will begin and end upon a date to betable above were approved by our board of directors or our compensationaudit committee.

Administration

The purchase plan will be administered by our compensation committee or by our board of directors. Subject to the provisions of the purchase plan and the limitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of the purchase plan will be determined by our compensation committee or by our board of directors and its decisions shall be final and binding on all participants in the purchase plan.

Eligibility and Participation

Any employee of us or a participating corporation (as defined in the purchase plan) is eligible to participate except the following (other than where prohibited by applicable law): (i) employees who are not employed by us or a participating corporation prior to the beginning of an offering period or prior to such other time period as specified by the compensation committee; (ii) employees who are customarily employed for twenty (20) or less hours per week; (iii) employees who are customarily employed for five (5) months or less in a calendar year; (iv) employees who, together with any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code, own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of us or any of our participating corporations or who, as a result of being granted an option under the purchase plan with respect to such an offering period, would own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined

voting power or value of all classes of stock of us or any of our participating corporations; (v) employees who do not meet any other eligibility requirements that the compensation committee may choose to impose (within the limits permitted by the Code); and (vi) individuals who provide services to us or any of our participating corporations as independent contractors who are reclassified as common law employees for any reasonexcept for federal income and employment tax purposes.

The foregoing notwithstanding, an individual shall not be eligible if his or her participation in the purchase plan is prohibited by the law of any country that has jurisdiction over him or her, if complying with the laws of the applicable country would cause the purchase plan to violate Section 423 of the Code, or if he or she is subject to a collective bargaining agreement that does not provide for participation in the purchase plan.

An employee’s eligibility for participation in the purchase plan automatically ends upon termination of employment for any reason.

Purchase and Share Limitation and Purchase Price

No participant will have the right to purchase our shares in an amount, when aggregated with purchase rights under all our employee stock purchase plans that are also in effect in the same calendar years, that has a fair market value of more than $25,000, determined as of the first day of the applicable purchase period, for each calendar year in which that right is outstanding. In addition, no participant will be permitted to purchase more than 2500 shares during any one purchase period or such lesser amount determined by our compensation committee. The purchase price for shares of our common stock purchased under the purchase plan will be 85% of the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering or purchase period (as applicable) or (ii) the last trading day of each offering or purchase period (as applicable).

Change in Control

If we experience a change in control transaction, each outstanding right to purchase shares under the purchase plan may be assumed or an equivalent option substituted by the successor corporation. In the event that the successor corporation refuses to assume or substitute the outstanding purchase rights, any offering period that commenced prior to the closing of the proposed change in control transaction will be shortened and terminated on a new purchase date. The new purchase date will occur prior to the closing of the proposed change in control transaction and the purchase plan will terminate on the closing of the proposed change in control transaction.

Amendment and Termination

We also have the right to amend or terminate the purchase plan at any time. The purchase plan will terminate on the tenth anniversary of the first purchase date under the plan.

U.S. Tax Consequences

The following is a general summary as of the date of this Proxy Statement of the United States federal income tax consequences to KalVista and participants in the 2017 ESPP. The federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Each participant has been, and is, encouraged to seek the advice of a qualified tax advisor regarding the tax consequences of participation in the plan.

A participant will realize no taxable income, and we will not be entitled to any related deduction, at the time any incentive stock option is granted. If certain employment conditions are satisfied, then no taxable income will result upon the exercise of such option and we will not be entitled to any deduction in connection with the exercise of such stock option. Upon disposition of the shares after expiration of the statutory holding periods, any gain realized by a participant will be taxed as long-term capital gain and any loss sustained will be long-term capital loss, and we will not be entitled to a deduction in respect to such disposition. While no ordinary taxable income is recognized at exercise (unless there is a “disqualifying disposition,” see below), the excess of the fair market value of the shares over the stock option exercise price is a preference item that is recognized for alternative minimum tax purposes.

Except in the event of death, if shares acquired by a participant upon the exercise of an incentive stock option are disposed of by such participant before the expiration of the statutory holding periods (i.e., a “disqualifying disposition”), such participant will be considered to have realized as compensation taxed as ordinary income in the year of such disposition an amount, not exceeding the gain realized on such disposition, equal to the difference between the stock option exercise price and the fair market value of such shares on the date of exercise of such stock option. Generally, any gain realized on the disposition in excess of the amount treated as compensation or any loss realized on the disposition will constitute capital gain or loss, respectively. If a participant makes a “disqualifying disposition,” generally we will be allowed a deduction for federal income tax purposes in the fiscal year of such “disqualifying disposition” in an amount equal to the compensation realized by such participant.

ERISA Information

The plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

Vote Required and Board of Directors Recommendation

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the special meeting and entitled to vote is required to approve this proposal.

OURTHE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE APPROVALYEAR ENDING APRIL 30, 2020

REPORT OF THE KALVISTA PHARMACEUTICALS, INC. 2017 EMPLOYEE STOCK PURCHASE PLAN AS DESCRIBED ABOVE IN THIS PROPOSAL 2.

EXECUTIVE COMPENSATION

Summary Compensation TableAUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following table shows,material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of KalVista under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The primary purpose of the audit committee is to oversee our financial reporting processes on behalf of our Board. The audit committee’s functions are more fully described in its charter, which is available on our website at http://ir.kalvista.com/. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management KalVista’s audited financial statements as of and for the four monthsyear ended April 30, 20162019.

The audit committee has discussed with Deloitte & Touche LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by the Public Company Accounting Oversight Board (the “PCAOB”) and fiscal years ended December 31, 2015the SEC. In addition, the audit committee discussed with Deloitte & Touche LLP their independence, and December 31, 2014,received from Deloitte & Touche LLP the compensation awarded to or earnedwritten disclosures and the letter required by our principal executive officer and our two other most highly compensated executive officers who were serving as executive officers as of April 30, 2016. The persons listed in the following table are referred to herein as the “named executive officers.” Because SEC rules require us to disclose this information asapplicable requirements of the endPCAOB regarding the independent accountant’s communications with the audit committee concerning independence. Finally, the audit committee discussed with Deloitte & Touche LLP, with and without management present, the scope and results of our last fiscal year, and because our acquisition of KalVista Limited took place in November 2016, this executive compensation section relates to persons who were executive officers of Carbylan Therapeutics, Inc., prior to its acquisition of KalVista Limited. We note that each of these named executive officers resigned on or prior to the closingDeloitte & Touche LLP’s audit of the merger.Company’s financial statements.

Outstanding Equity Awards at April 30, 2016

The following table sets forth specified information concerning unexercised stock options for each of the named executive officers outstanding as of April 30, 2016.

Agreements with our Executive Officers

Below are descriptions of the material terms of the employment and letter agreements with our named executive officers and the current Chief Executive Officer and Chief Financial Officer of the company appointed in connection with the consummation of our acquisition of KalVista Limited, who are Thomas Andrew Crockett and Benjamin L. Palleiko.

Employment Agreement with Mr. Renzi. We entered into an executive employment agreement with Mr. Renzi, effective June 3, 2013. Mr. Renzi’s employment terminated November 21, 2016, in connection with the closing of the acquisition with KalVista Limited. Pursuant to this agreement, Mr. Renzi was entitled to an annual base salary and was eligible to receive a target annual cash performance bonus of a certain percentage of base salary, based upon achievement of performance goals determined by the board of directors in consultation with Mr. Renzi. The employment agreement also included an initial option award. Mr. Renzi was also entitled to certain severance and change-of-control benefits, the terms of which are described below under “—Potential Payments Upon Termination or Change in Control.”

Letter Agreements with Dr. Ramiya and Ms. Maroney. We entered into letter agreements with Dr. Ramiya, dated June 11, 2015, and Ms. Maroney, dated July 21, 2014. Dr. Ramiya’s employment with us terminated effective as of April 15, 2016. Ms. Maroney’s employment terminated November 21, 2016, in connection with the closing of the acquisition with KalVista Limited. Pursuant to the letter agreements, each named executive officer was entitled to an annual base salary and was eligible to receive a target annual cash performance bonus of a certain percentage of base salary, based upon achievement of performance goals determined by the board of directors. For Dr. Ramiya, any annual bonus earned for fiscal 2015 was pro-rated for his partial year of service. Dr. Ramiya also received a one-time sign-on bonus equal to $13,000 in connection with his commencement of employment in July 2015. Dr. Ramiya and Ms. Maroney also received options to purchase shares of our common stock in connection with their commencement of employment. Dr. Ramiya and Ms. Maroney were also entitled to certain severance and change in control benefits, the terms of which are described below under “—Potential Payments Upon Termination or Change in Control.”

Employment Agreement with Mr. Crockett and Mr. Palleiko. We intend to enter into executive employment agreements with Mr. Crockett and Mr. Palleiko. Pursuant to these agreements, Mr. Crockett and Mr. Palleiko will be entitled to an annual base salary and will be eligible to receive a target annual cash performance bonus of a certain percentage of base salary, based upon achievement of performance goals determined by the board of directors in consultation with Mr. Crockett and Mr. Palleiko. The employment agreements also will include eligibility to receive future equity awards and standard employee benefits. Mr. Crockett and Mr. Palleiko will also be entitled to certain severance and change-of-control benefits, the terms of which are described below under “—Potential Payments Upon Termination or Change in Control.”

Retirement Benefits

We do not maintain any qualified or non-qualified defined benefit plans or supplemental executive retirement plans that cover our named executive officers. Our 401(k) plan permits eligible employees to defer their annual eligible compensation subject to certain limitations imposed by the Internal Revenue Service. Our 401(k) plan does not currently provide for employer contributions.

Potential Payments Upon Termination or Change in Control

Each of our named executive officers and our current Chief Executive Officer and Chief Financial Officer is party to an individual agreement that provides for certain severance benefits as described below.

Mr. Renzi, Dr. Ramiya and Ms. Maroney—Termination of Employment without Cause or for Good Reason. Pursuant to Mr. Renzi’s, Dr. Ramiya’s and Ms. Maroney’s employment or letter agreements, as applicable, if the executive’s employment is terminated by us without cause or by the executive for good reason (as such terms are defined in the executive’s employment agreement or letter agreement, as applicable), the executive will be entitled to (1) continued payment of the executive’s base salary for a period of 12 months (for Mr. Renzi) or 6 months (for Dr. Ramiya and Ms. Maroney) following such termination of employment, (2) payment of the executive’s COBRA premiums until the earliest of 12 months (for Mr. Renzi) or 6 months (for Dr. Ramiya and Ms. Maroney) following such termination of employment, the date on which he or she becomes eligible for group health insurance coverage through a new employer, or the date he or she ceases to be eligible for COBRA continuation coverage for any reason, and (3) accelerated vesting as to the portion of his or her stock options that would have vested in the 12-months (for Mr. Renzi) or 6-months (for Dr. Ramiya and Ms. Maroney) following such termination of employment had the executive remained employed with the Company. In the event of Dr. Ramiya’s or Ms. Maroney’s death during the 6-month severance period, the remainder of the severance benefits set forth above will be paid to his or her estate.

Notwithstanding the foregoing, the severance benefits for Dr. Ramiya and Ms. Maroney will immediately cease in the event that the executive obtains new full-time employment (or a full-time consulting or similar arrangement) within 6 months after the termination date, provided, however, that the Company will thereafter

continue to pay the executive, through the 6-month severance payment period, the excess, if any, of the Company base salary on the date of termination over the base salary for the new employment relationship.

Mr. Renzi—Termination of Employment in Connection with a Change in Control. If Mr. Renzi’s employment is terminated by us without cause or by him for good reason (as such terms are defined in Mr. Renzi’s employment agreement) either three months prior to or within one year following the effective date of a change in control (as such term is defined in Mr. Renzi’s employment agreement), in addition to the benefits described above under “—Mr. Renzi, Dr. Ramiya and Ms. Maroney—Termination of Employment without Cause or for Good Reason,” all stock options held by such him will vest in full.

Dr. Ramiya and Ms. Maroney—Termination of Employment in Connection with a Change in Control. If Dr. Ramiya’s or Ms. Maroney’s employment is terminated by us without cause or by the executive for good reason (as such terms are defined in the executive’s letter agreement) within one year following the effective date of a change in control (as such term is defined in the executive’s letter agreement), in addition to the benefits described above under “—Mr. Renzi, Dr. Ramiya and Ms. Maroney—Termination of Employment without Cause or for Good Reason,” (1) all stock options held by such executive will vest in full, and (2) the executive will be eligible to receive a pro-rated bonus payment for the year in which his or her employment terminates, with such bonus amount to be based upon the achievement of the bonus objectives prior to such termination or resignation of employment. The executive will also be entitled to receive the full 6 months’ base salary continuation, regardless of whether he or she obtains new full-time employment (or a full-time consulting or similar arrangement).

Effective as of April 15, 2015, Dr. Ramiya’s employment with us was terminated and, in exchange for a general release of claims against us and our affiliates, we will provide Dr. Ramiya with those payments and benefits described above pursuant to his employment agreement in the section entitled“Mr. Renzi, Dr. Ramiya and Ms. Maroney—Termination of Employment without Cause or for Good Reason.” Effective as of November 21, 2016, each of Mr. Renzi’s and Ms. Maroney’s employment with us was terminated and, in exchange for a general release of claims against us and our affiliates, we provided each of Mr. Renzi and Ms. Maroney with those payments and benefits described above pursuant to his or her respective employment agreement in the section entitled“Mr. Renzi, Dr. Ramiya and Ms. Maroney—Termination of Employment without Cause or for Good Reason.”

Mr. Renzi, Dr. Ramiya and Ms. Maroney—Severance Subject to Release of Claims and Restrictive Covenants. Our obligation to provide our named executive officers with any severance payments or other benefits under his or her employment agreement or letter agreement, as applicable, is conditioned on the executive signing and not revoking a separation agreement and effective release of claims in our favor. Mr. Renzi is also subject to a 12-month post-termination non-solicitation of employees, independent contractor and consultants.

Mr. Crockett and Mr. Palleiko—Termination of Employment Apart from a Change in Control and in Connection with a Change in Control. Pursuant to the anticipated terms of Mr. Crockett and Mr. Palleiko’s employment agreements, if the executive’s employment is terminated by us without cause or by the executive or by the executive for good reason (as such terms are defined in the executive’s employment agreement), the executive will be entitled to (1) a lump sum payment equal to 15-months of his respective base salary for Mr. Crockett and 9-months of his respective base salary for Mr. Palleiko and (2) reimbursement for continuation coverage under COBRA for 15-months for Mr. Crockett and 9-months for Mr. Palleiko. If within two years immediately following the consummation of a change in control (as such term is defined in the executive’s employment agreement), Mr. Crockett or Mr. Palleiko terminates his employment for good reason or the executive’s employment is terminated without cause, then Mr. Crockett or Mr. Palleiko, as applicable, will receive, (1) a lump sum cash payment equal to 21-months of his respective base salary for Mr. Crockett and 15-months of his respective base salary for Mr. Palleiko, (2) lump sum payment equal to their full target bonus for the fiscal year in whichended April 30, 2019 for filing with the SEC. The audit committee also has engaged Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ended April 30, 2020 and is seeking ratification of such terminationselection by the stockholders.

Audit Committee

Edward W. Unkart

Arnold L. Oronsky, Ph.D.

Brian J. G. Pereira, M.D.

CORPORATE GOVERNANCE

Code of employment occurs, (3) reimbursement for continuation coverage under COBRA for 21-months for Mr. Crockett (with months 19-21 consisting of a taxable lump sum cash bonus)Conduct and 15-months for

Mr. Palleiko and (4) full vesting and exercisability (to the extent applicable) of all outstanding unvested equity-based awards.

Mr. Crockett and Mr. Palleiko—Severance Subject to Release of Claims and Restrictive Covenants. Our obligation to provide our Chief Executive Officer and Chief Financial Officer with any severance payments or other benefits under his or her employment agreement or letter agreement, as applicable, is conditioned on the executive signing and not revoking a separation agreement and effective release of claims in our favor. Mr. Crockett and Mr. Palleiko also entered into an Employee Confidentiality, Invention Assignment and Non-Compete Agreement that prohibits each of them from competing with us and soliciting our employees or other third parties that have a relationship with us for one year following their termination of employment for any reason.

DIRECTOR COMPENSATION

Director Compensation PolicyEthics

Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer and other executive and senior officers. The full text of our code of conduct is posted on the investor relations section of our website (http://ir.kalvista.com/). The reference to our website address in this report does not include or incorporate by reference the information on our website into this report. We intend to disclose future amendments to certain provisions of our code of conduct, or waivers of these provisions, on our website or in public filings.

Corporate Governance Guidelines

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. Our Board adopted these Corporate Governance Guidelines in order to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices our Board follows with respect to Board and committee composition and selection, Board meetings, Chief Executive Officer performance evaluation and succession planning. A copy of our Corporate Governance Guidelines is available on our website at http://ir.kalvista.com/.

Independence of the Board of Directors

Under the rules and regulations of The Nasdaq Stock Market (“Nasdaq”), a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by such board. Our Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent Nasdaq listing standards, as in effect from time to time.

Consistent with these considerations, our Board has determined that all of our directors, other than Mr. Crockett, qualify as “independent” directors in accordance with Nasdaq listing requirements. Mr. Crockett is not considered independent because he is an employee of KalVista. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

As required under Nasdaq rules and regulations, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. As described more fully below, all of the committees of our Board are comprised entirely of directors determined by our Board to meet the independence standards applicable to those committees prescribed by Nasdaq, the SEC and the Internal Revenue Service.

Leadership Structure of the Board

Our bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company. The positions of Chief Executive Officer and Chairman of our Board are held by two different individuals (Mr. Crockett and Dr. Edwards, respectively). This structure allows our Chief Executive Officer to focus on our day-to-day business while our Chairman leads our Board in its fundamental role of providing advice to and independent oversight of management. Our Board believes such separation is appropriate, as it enhances the accountability of the Chief Executive Officer to the Board and strengthens the independence of the Board from management.

Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Role of Board in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines and reviews and reports to the audit committee on any related person transactions. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee:

The current members of our audit committee are Arnold L. Oronsky, Ph.D., Brian J. G. Pereira, M.D. and Edward W. Unkart. Mr. Unkart serves as the Chairman of the committee. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mr. Unkart is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Under the rules of the SEC, members of the audit committee must also meet heightened independence standards. Our Board has determined that each of Drs. Oronsky and Pereira and Mr. Unkart are independent under the applicable rules of Nasdaq and the SEC. Our audit committee has been established in accordance with the rules and regulations of the Exchange Act. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the audit committee charter is available to security holders on the Company’s website at http://ir.kalvista.com/.

Compensation Committee

Our compensation committee reviews and recommends or approves policies relating to compensation and benefits of our officers and employees. The compensation committee reviews, and when necessary or appropriate, recommends to our Board corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives and sets the compensation of these officers, based on such evaluations. The compensation committee may take account of recommendations by the CEO with respect to other executive officers’ compensation. The compensation committee approves, or may also recommend to our Board, the issuance of stock options and other awards under our stock plans. In addition, the compensation committee recommends to our Board the compensation of our non-employee directors. The compensation committee will review and evaluate, at least

annually, the performance of the compensation committee and its members, including compliance by the compensation committee with its charter. The compensation committee is entitled to delegate any or all of its responsibilities to a subcommittee to the extent consistent with our amended and restated certificate of incorporation, amended and restated bylaws, Section 162(m) of the Internal Revenue Code of 1986, as amended, applicable laws, regulations and Nasdaq rules. The current members of our compensation committee are Albert Cha, M.D., Ph.D. and Martin Edwards, M.D. Dr. Cha serves as the Chairman of the compensation committee. Each of the members of our compensation committee is independent under the applicable Nasdaq rules and regulations and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act and an “outside director” as that term is defined in Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended.

Our compensation committee has retained Radford, part of Aon plc (“Radford”) a nationally recognized compensation consulting firm, to serve as its independent compensation consultant and to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriate incentive plans for our executives on an annual basis, to provide the committee with advice and ongoing recommendations regarding material executive compensation decisions, and to review compensation proposals of management. Radford reports directly to the compensation committee and does not provide any non-compensation related services to the Company. In compliance with the disclosure requirements of the SEC regarding the independence of compensation consultants, Radford addressed each of the six independence factors established by the SEC with the compensation committee. Its responses affirmed the independence of Radford on executive compensation matters. Based on this assessment, the compensation committee determined that the engagement of Radford does not raise any conflicts of interest or similar concerns. In addition, the compensation committee evaluated the independence of its other outside advisors to the compensation committee, including outside legal counsel, considering the same independence factors and concluded their work for the compensation committee does not raise any conflicts of interest.

The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the compensation committee charter is available to security holders on the Company’s website at http://ir.kalvista.com/.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters. The current members of our nominating and corporate governance committee are Martin Edwards, M.D. and Arnold L. Oronsky, Ph.D. Dr. Oronsky is the Chairman of the committee. Each of the members of our nominating and corporate governance committee is an independent director compensationunder the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence. The nominating and corporate governance committee operates under a written charter. A copy of the nominating and corporate governance committee charter is available to security holders on the Company’s website at http://ir.kalvista.com/.

Our nominating and corporate governance committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following: diversity of personal and professional background, perspective and experience; personal and professional integrity, ethics and values; experience in corporate management, operations or finance, such as serving as a current or former officer or board member of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment; experience in the industries in which we compete and with relevant social policy concerns; relevant academic expertise or other proficiency in an area of the Company’s operations; diversity of business and career experience relevant to the success of the Company; and practical and mature business judgment. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

The nominating and corporate governance committee will consider director candidates recommended for nomination by stockholders during such times as the Board is seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). For a stockholder to make any nomination for election to the Board at an annual meeting, the stockholder must provide notice to the Company, which notice must be delivered to the Secretary of the Company at the Company’s principal executive offices not earlier than close of business on the 120^th day nor

later than close of business on the 90^th day prior to the one-year anniversary of the preceding year’s annual meeting; provided, that if the date of the annual meeting is more than 30 days before or after such anniversary date, the stockholder’s notice must be delivered on or before 10 days after the day on which the date of the annual meeting is first disclosed in a public announcement. In addition, should our Board determine to call a special meeting of stockholders for the purpose of electing one or more directors, a stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the applicable notice of meeting by delivering notice to the Secretary of the Company at the Company’s principal executive offices not earlier than close of business on the 120^th day nor later than close of business on the 90^th day prior to such special meeting, or the 10^th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

As more fully set forth in Section 1.2 of our bylaws, any such notice described in the foregoing paragraph must include, among other things, (i) with respect to each nominee for election as a director, (A) all information relating to such nominee that would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act and such nominee’s written consent to serve as a director if elected, and (B) certain information with respect to the relationship, if any, between such stockholder and the proposed nominee and any of their respective affiliates or associates; and (ii) with respect to the stockholder giving the notice, (A) such stockholder’s name and address, (B) certain information with respect to such stockholder’s beneficial ownership of the Company’s securities, (C) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filing required in connection with solicitations of proxies for the election of directors in an election contest pursuant to Section 14(a) of the Exchange Act; and (D) certain representations and certifications. Further updates and supplements to such notice may be required from the proposed nominee and/or such stockholder, in each case, as set forth in our bylaws. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, which is designedavailable, without charge, from our Corporate Secretary, at 55 Cambridge Parkway, Suite 901E, Cambridge, Massachusetts 02142.

Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance

Our Board met five times during the last year. The audit committee met five times, the compensation committee met two times and the nominating and corporate governance committee met one time. During the fiscal year ended April 30, 2019, none of the directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board during his tenure and the total number of meetings held by all committees of the Board on which such director served during his tenure. We encourage all of our directors and nominees for director to enableattend our annual meeting of stockholders; however, attendance is not mandatory.

Stockholder Communications with the Board of Directors

Should stockholders wish to communicate with the Board or any specified individual directors, such correspondence should be sent to the attention of the Corporate Secretary, at 55 Cambridge Parkway, Suite 901E, Cambridge, Massachusetts 02142.

The Corporate Secretary will forward the communication to the Board members.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended April 30, 2019, our compensation committee consisted of Dr. Cha, Dr. Resnick (until September 29, 2018) and Mr. Aldrich (starting from September 29, 2018). None of the members of our compensation committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our Board or compensation committee.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We describe below transactions and series of similar transactions, during our last fiscal year, to which we were a party or will be a party, in which:

Indemnification Agreements and Directors’ and Officers’ Liability Insurance

We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to attractindemnify these individuals and, retain,in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also maintain an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws.

Policies and Procedures for Transactions with Related Persons

We have adopted a written related person transaction approval policy that has governed the review of related person transactions since the closing of our initial public offering. Pursuant to this policy, if we want to enter into a transaction with a related person or an affiliate of a related person, our Chief Financial Officer will review the proposed transaction to determine, based on applicable Nasdaq and SEC rules, if such transaction qualifies as a long-term basis, highly qualified independent directors.

For fiscal year 2015,related person transaction. If our Chief Financial Officer determines that the proposed transaction is a related person transaction, then the proposed transaction shall be submitted to the audit committee for pre-approval at the next regular or special audit committee meeting; if our Chief Financial Officer, in accordanceconsultation with our Chief Executive Officer, determines that it is not practicable to wait until the next meeting of the audit committee, then our Chief Financial Officer may submit the proposed transaction to the Chairman of the audit committee. In the event that our Chief Executive Officer or Chief Financial Officer becomes aware of a related person transaction that has not been previously approved or previously ratified under our related person transaction approval policy, the transaction, if ongoing, will be promptly submitted to the audit committee or the Chairman of the audit committee for consideration. If the transaction is already completed, the audit committee or the Chairman of the audit committee shall evaluate the transaction to determine if rescission of the transaction and/or any disciplinary action is appropriate.

DIRECTOR COMPENSATION

Director Compensation Policy

Our Board approves the form and amount of non-employee director compensation. Our compensation policy, we paidcommittee makes recommendations on the form and amount of non-employee director compensation. We pay our independent directors an annual retainer of $35,000,$40,000, and foradditional annual cash compensation of $30,000 to the four months ended April 30, 2016 we paid a pro-rated portionnon-employee Chairman of such retainer.the Board. In addition, each independent director who serves as the chairpersonChairman of our audit committee, compensation committee or nominating and corporate governance committee will receive, for his or her service in such capacity, an additional annual retainer of $15,000, $10,000 or $7,500, respectively, and each other independent director who is a member of the audit committee, compensation committee or nominating and corporate governance committee will receive an annual retainer of $7,500, $5,000 or $3,750,$4,000, respectively. We reimburse each non-employee member of our board of directors for reasonable out-of-pocket expenses incurred in connection with attending our board and committee meetings.

In addition, during 2015 Vivo Capital, LLC provided certain advisory and consulting services to us, and Dr. Cha isour non-employee directors will receive the following equity compensation: (i) each individual appointed as a managing membernon-employee director will be automatically granted on the date of Vivo Capital, LLC. In consideration for consulting services in 2015, we paid Vivo Capital, LLC $5,100.

In connection with our public offering, in August 2015, each of our directors who were not affiliated with any of our major investors at the time, Dr. Zadno and Messrs. Katkin, Basta, Clapper and Unkart, automatically received an initial award ofappointment an option to purchase 1,12514,000 shares (for Dr. Zadno and Mr. Basta) or 2,071 shares (for Messrs. Katkin, Clapper and Unkart) of ourthe Company’s common stock. Each such initial option grant will vest in equalstock, vesting monthly installments over the first three years, following August 3, 2015, subject to the director remaining in serviceand (ii) on the applicable vesting date. In addition, in April 2015, Dr. Zadno receiveddate of each annual meeting of stockholders, each non-employee director who is serving on the Board on the date of such annual meeting of stockholders and will continue to serve on the Board following such meeting shall be automatically granted an option to purchase 4467,000 shares of ourthe Company’s common stock, which will vest in equalvesting monthly installments over the first three years following April 24, 2015, subject to Dr. Zadno remaining in service on the applicable vesting date. Beginning in 2016, directors who have served for at least the preceding six months will receive an annual grant of an option to purchase 1,571 shares on the day of and immediately following each annual meeting of our stockholders. Each annual option grant will be fully vested on the date of grant. Options granted will have an exercise price equal to the fair market value on the date of grant and will have a 10-year term. The directors’ stock option awards will become fully vested on a change in control of the Company.

Fiscal Year 2019 Director Compensation Table

The following tables showtable sets forth information for the fiscal year ended December 31, 2015 and the period from January 1, 2016 through April 30, 2016,2019 regarding the compensation awarded to, or earned by or paid to our directors who were serving in such capacity as of December 31, 2015. Because SEC rules require us to disclose this information as of the end of our last fiscal year, and because our merger with KalVista Pharmaceuticals, Ltd. took place in November 2016, this director compensation section relates to persons who were directors of Carbylan Therapeutics, Inc., prior to its acquisition of KalVista Limited. We note that each of these directors, with the exception of Dr. Albert Cha and Edward Unkart, resigned on or prior to the closing of the merger.non-employee directors.

Compensation for fiscal year 2015