KALVISTA PHARMACEUTICALS, INC. (NASDAQ:KALV) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On July13, 2017, KalVista Pharmaceuticals, Inc. (“KalVista”) entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), as agent, to which KalVista may offer and sell, from time to time through BTIG, shares of its common stock, par value $0.001 per share (the “Shares”). The offer and sale of the Shares will be made to a shelf registration statement on FormS-3 and the related prospectus (File No.333-217009) filed by KalVista with theSecurities and Exchange Commission (the “SEC”) on March29, 2017, amended on April27, 2017and declared effective by theSEConApril 28, 2017, as supplemented by a prospectus supplement dated July13, 2017 and filed with the SEC to Rule424(b)under the Securities Act of 1933, as amended (the “Securities Act”), for an aggregate offering price of up to $6.0 million.
Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, BTIG may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on or through The NASDAQ Global Market or any other existing trading market for our common stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law.KalVista may instruct BTIG not to sell Shares if the sales cannot be effected at or above the price designated by KalVista from time to time and KalVista is not obligated to make any sales of the Shares under the Sales Agreement. The offer and sale of the Shares to the Sales Agreement will terminate upon the termination of the Sales Agreement by BTIG or KalVista to the terms thereof.
KalVista will pay BTIG commissions for its services in acting as agent in the sale of the Shares to the Sales Agreement. BTIG will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of the Shares to the Sales Agreement. KalVista has agreed to provide BTIG with customary indemnification and contribution rights, including for liabilities under the Securities Act.KalVista also will reimburse BTIG for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares thereto.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement. A copy of the Sales Agreement is filed with this Current Report on Form8-K as Exhibit1.1 and is incorporated herein by reference.
A copy of the opinion of Fenwick& West LLP, relating to the validity of the Shares to be issued to the Sales Agreement, is filed with this Current Report on Form8-K report as Exhibit5.1.
This Current Report on Form8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of our common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description of Exhibit |
| 1.1 | At-The-Market Sales Agreement dated July 13, 2017 |
| 5.1 | Opinion of Fenwick & West LLP |
| 23.1 | Consent of Fenwick & West LLP (contained in Exhibit 5.1) |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the expected aggregate offering size, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks identified in KalVista’s filings with the SEC, including its Quarterly Report on Form 10-Q for the quarterly period ended January31, 2017, filed with the SEC on March16, 2017, the prospectus supplement related to the offer and sale of Shares, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect KalVista’s results of operations, which would, in turn, have a significant and adverse impact on KalVista’s stock price. KalVista cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. KalVista undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.
KalVista Pharmaceuticals, Inc. ExhibitEX-1.1 2 d412155dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 KALVISTA PHARMACEUTICALS,…To view the full exhibit click here
About KALVISTA PHARMACEUTICALS, INC. (NASDAQ:KALV)
KalVista Pharmaceuticals, Inc., formerly Carbylan Therapeutics, Inc., is a clinical-stage pharmaceutical company. The Company is focused on the discovery, development, and commercialization of small molecule protease inhibitors for a range of diseases. The Company has developed a portfolio of small molecule plasma kallikrein inhibitors targeting hereditary angioedema (HAE) and diabetic macular edema (DME). The Company is developing a plasma kallikrein inhibitor, which is administered directly into the eye. The Company is engaged in advancing several product candidates developed from its portfolio into early clinical trials. The Company is progressing additional oral candidates towards regulatory preclinical studies. The Company’s HAE product candidate, KVD818, is an inhibitor of plasma kallikrein. The Company has initiated clinical testing of KVD818 in a Phase I clinical trial. It has completed an open-label single ascending dose Phase I trial in DME patients with KVD001.