As filed with the Securities and Exchange Commission on July 30, 2018
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
(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.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):
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 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 | | | | |
-- To be issued under the 2017 Equity Incentive Plan | 431,706 (2) | $8.05 (3) | $3,475,233.30 | $433.00 |
Total | 431,706 | | $3,475,233.30 | $433.00 |
(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 as of January 1, 2018. |
(3) | 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 July 26, 2018. |
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement (the “Registration Statement”) hereby incorporates by reference the contents of the earlier registration statement on Form S-8 (registration number 333-217008) filed by KalVista Pharmaceuticals, Inc.
II-1
PART II
Information Required in the Registration Statement
Item 8. Exhibits.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, State of Massachusetts, on July 30, 2018.
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 | | Chief Executive Officer and Director | | July 30, 2018 |
T. Andrew Crockett | | (Principal Executive Officer) | | |
| | | | |
/s/ Benjamin L. Palleiko | | Chief Financial Officer | | July 30, 2018 |
Benjamin L. Palleiko | | (Principal Financial Officer) | | |
| | | | |
/s/ Joshua Resnick | | Director | | July 30, 2018 |
Joshua Resnick, M.D. | | | | |
| | | | |
/s/ Richard Aldrich | | Director | | July 30, 2018 |
Richard Aldrich | | | | |
| | | | |
/s/ Edward W. Unkart | | Director | | July 30, 2018 |
Edward W. Unkart | | | | |
| | | | |
/s/ Albert Cha | | Director | | July 30, 2018 |
Albert Cha, M.D., Ph.D. | | | | |
| | | | |
/s/ Arnold L. Oronsky | | Director | | July 30, 2018 |
Arnold L. Oronsky, Ph.D. | | | | |
II-3
