As filed with the Securities and Exchange Commission on March 10, 2020
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 |
| (I.R.S. Employer |
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.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “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
To Be Registered | Amount To Be | Proposed Maximum Offering Price | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common Stock, $0.001 par value per share, reserved for future issuance pursuant to: |
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- the 2017 Equity Incentive Plan | 713,704(2) | $12.90(4) | $9,206,781.60 | $1,195.04 |
- the 2017 Employee Stock Purchase Plan | 178,425(3) | $10.97(5) | $1,957,322.25 | $254.06 |
Total | 892,129 |
| $11,164,103.85 | $1,449.10 |
(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 automatic annual increase in the number of authorized shares reserved for issuance under the 2017 EIP. The increase was effective as of January 1, 2020. |
(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 automatic annual increase in the number of authorized shares reserved for issuance under the 2017 ESPP. The increase was effective as of January 1, 2020. |
(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 6, 2020. |
(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 6, 2020, 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
This registration statement (the “Registration Statement”) hereby incorporates by reference the contents of the earlier registration statements on Form S-8 (registration numbers 333-230279, 333-226442, and 333-217008) filed with the Securities and Exchange Commission (the “Commission”) by KalVista Pharmaceuticals, Inc.
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:
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended April 30, 2019, filed with the Commission on July 16, 2019; |
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| (b) | The Registrant’s Quarterly Reports on Form 10-Q for the three months ended July 31, 2019, October 31, 2019 and January 31, 2020, filed with the Commission on September 9, 2019, December 3, 2019 and March 10, 2020, respectively; |
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| (c) | The Registrant’s Current Reports on Form 8-K filed with the Commission on July 1, 2019 and October 3, 2019; |
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| (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 |
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| (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. |
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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.
Exhibit |
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Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith |
5.1 |
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X |
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23.1 | Consent of Deloitte & Touche LLP, independent registered public accounting firm. |
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| X |
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23.2 |
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| X | |
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24.1 | Power of Attorney (included on the signature page to this Registration Statement). |
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99.1 | DEF 14A | 001-36830 | Appendix A | March 2, 2017 |
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99.2 | DEF 14A | 001-36830 | Appendix B | March 2, 2017 |
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Exhibit |
| Incorporated by Reference | Filed | |||
Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith |
Forms of Equity Award Agreements under the 2017 Equity Incentive Plan. | 8-K | 001-36830 | 99.1 | June 29, 2018 |
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99.4 | Enrollment/Change Form under the 2017 Employee Stock Purchase Plan. |
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| X |
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 10, 2020.
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 | March 10, 2020 |
/s/ Benjamin L. Palleiko | Chief Business Officer and Chief Financial Officer | March 10, 2020 |
/s/ Albert Cha, M.D., Ph.D. | Director | March 10, 2020 |
/s/ Martin Edwards, M.D. | Director | March 10, 2020 |
/s/ Arnold L. Oronsky, Ph.D. | Director | March 10, 2020 |
/s/ Brian J. G. Pereira, M.D. | Director | March 10, 2020 |
Director | March 10, 2020 | |
/s/ Edward W. Unkart | Director | March 10, 2020 |