KalVista Pharmaceuticals (KALV) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on March 11, 2021

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KALVISTA PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-0915291
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

KalVista Pharmaceuticals, Inc.

55 Cambridge Parkway

Suite 901E

Cambridge, MA 02142

(Address of Principal Executive Offices) (Zip Code)

2017 Equity Incentive Plan

2017 Employee Stock Purchase Plan

(Full Title of the Plans)

Thomas Andrew Crockett

Chief Executive Officer

KalVista Pharmaceuticals, Inc.

55 Cambridge Parkway

Suite 901E

Cambridge, MA 02142

(Name and Address of Agent For Service)

(857) 999-0075

(Telephone Number, including area code, of agent for service)

Copies to:

Robert A. Freedman, Esq.

Julia Forbess, Esq.

Fenwick & West LLP

555 California Street, 12^th Floor

San Francisco, California 94104

(415) 875-2300

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.001 par value per share, reserved for future issuance pursuant to:
- the 2017 Equity Incentive Plan	719,117(2)	$30.46(4)	$21,900,708	$2,389
- the 2017 Employee Stock Purchase Plan	179,779(3)	$25.89(5)	$4,654,478	$508
Total	898,896		$26,555,187	$2,897

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2) Represents additional shares of common stock reserved for issuance under the Registrant’s 2017 Equity Incentive Plan (the “2017 EIP”) resulting from the annual 4% automatic increase in the number of authorized shares reserved for issuance under the 2017 EIP. The increase was effective as of January 1, 2021.

(3) Represents additional shares of common stock reserved for issuance under the Registrant’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”) resulting from the annual 1% automatic increase in the number of authorized shares reserved for issuance under the 2017 ESPP. The increase was effective as of January 1, 2021.

(4) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Registrant’s common stock as reported by the Nasdaq Global Market on March 5, 2021.

(5) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Registrant’s common stock as reported by the Nasdaq Global Market on March 5, 2021, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2017 ESPP.

STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

REGISTRATION OF ADDITIONAL SECURITIES

KalVista Pharmaceuticals, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (a) 719,117 additional shares of common stock available for issuance under the Registrant’s 2017 EIP, pursuant to the provision of the 2017 EIP providing for an annual 4% automatic increase in the number of shares reserved for issuance and (b) 179,779 additional shares of common stock available for issuance under the Registrant’s 2017 ESPP, pursuant to the provision of the 2017 ESPP providing for an annual 1% automatic increase in the number of shares reserved for issuance.

In accordance with General Instruction E of Form S-8, and only with respect to the common stock issuable under the 2017 EIP and 2017 ESPP, this Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the Commission on March��29, 2017 (Registration No. 333-217008), on July 30, 2018 (Registration No. 333-226442), on March 14, 2019 (Registration No. 333-230279) and on March 10, 2020 (Registration No. 333-237059), to the extent not superseded hereby.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference, except that the Registrant is not incorporating by reference any information furnished (and not filed) with the Commission, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended April 30, 2020, filed with the Commission on July 1, 2020;

(b) The Registrant’s Quarterly Reports on Form 10-Q for the three months ended July 31, 2020, October 31, 2020 and January 31, 2021, filed with the Commission on September  14, 2020, December  10, 2020 and March 11, 2021, respectively;

(c) The Registrant’s Current Reports on Form 8-K filed with the Commission on June 11, 2020, October  2, 2020, November 16, 2020, December 1, 2020, December 18, 2020, January  27, 2021 and February 11, 2021;

(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

(e) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (registration number 001-36830) filed with the Commission on February 2, 2015 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Exhibit Description	Incorporated by Reference
		Form		File No.		Exhibit	Filing Date	Filed Herewith
4.1	Amended and Restated Certificate of Incorporation		8-K		001-36830	3.1	April 16, 2015
4.2	Certificate of Amendment to the Restated Certificate of Incorporation		8-K		001-36830	3.1	November 23, 2016

Exhibit Number	Exhibit Description	Incorporated by Reference
		Form		File No.		Exhibit	Filing Date	Filed Herewith
4.3	Certificate of Amendment (Name Change) to the Restated Certificate of Incorporation		8-K		001-36830	3.2	November 23, 2016
4.4	Amended and Restated Bylaws, as amended		10-K		001-36830	3.4	July 1, 2020
4.5	Form of Common Stock Certificate		S-1/A		333-201278	4.2	January 23, 2015
5.1	Opinion and Consent of Fenwick & West LLP.								X
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm.								X
23.2	Consent of Fenwick & West LLP (contained in Exhibit 5.1).								X
24.1	Power of Attorney (included on the signature page to this Registration Statement).								X
99.1	2017 Equity Incentive Plan.		DEF 14A		001-36830	Appendix A	March 2, 2017
99.2	2017 Employee Stock Purchase Plan.		DEF 14A		001-36830	Appendix B	March 2, 2017
99.3	Forms of Equity Award Agreements under the 2017 Equity Incentive Plan.		8-K		001-36830	99.1	June 29, 2018
99.4	Enrollment/Change Form under the 2017 Employee Stock Purchase Plan.		S-8		333-237059	99.4	March 10, 2020

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, State of Massachusetts, on March 11, 2021.

KALVISTA PHARMACEUTICALS, INC.
By:	/s/ T. Andrew Crockett
	T. Andrew Crockett
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Thomas Andrew Crockett and Benjamin L. Palleiko, and each of them, with full power of substitution, such person’s true and lawful attorneys-in-fact and agents for such person, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ T. Andrew Crockett T. Andrew Crockett	Chief Executive Officer and Director (Principal Executive Officer)	March 11, 2021
/s/ Benjamin L. Palleiko Benjamin L. Palleiko	Chief Business Officer and Chief Financial Officer (Principal Financial and Accounting Officer)	March 11, 2021
/s/ Albert Cha, M.D., Ph.D. Albert Cha, M.D., Ph.D.	Director	March 11, 2021
/s/ Martin Edwards, M.D. Martin Edwards, M.D.	Director	March 11, 2021

/s/ Brian J. G. Pereira, M.D. Brian J. G. Pereira, M.D.	Director	March 11, 2021
/s/ Daniel B. Soland Daniel B. Soland	Director	March 11, 2021
/s/ Edward W. Unkart Edward W. Unkart	Director	March 11, 2021