UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 13, 2022, Martin Edwards, M.D., announced his resignation from his position as the Chairman of the Board of Directors (the “Board”) and as a Class III director, member of the Compensation Committee of the Board (the “Compensation Committee”) and member of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) of KalVista Pharmaceuticals, Inc. (the “Company”), effective immediately. Dr. Edwards’ resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board approved the appointment of Brian J. G. Pereira, M.D., as Chairman of the Board, effective upon Dr. Edwards’ resignation.
Also on October 13, 2022, upon the recommendation of the Nominating and Corporate Governance Committee, the Board approved the appointment of Nancy Stuart as the Chair of the Nominating and Corporate Governance Committee and Patrick Treanor as a member of the Compensation Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 13, 2022, KalVista Pharmaceuticals, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (“Annual Meeting”) and the following proposals were adopted:
Nominees |
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Shares For |
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Broker Non-Votes |
T. Andrew Crockett |
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16,322,580 |
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2,961,780 |
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53 |
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3,427,499 |
Brian J. G. Pereira |
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14,241,504 |
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5,042,461 |
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448 |
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3,427,499 |
Shares For |
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Shares Against |
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Shares Abstaining |
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Broker Non-Votes |
22,711,705 |
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8 |
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199 |
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0 |
Shares For |
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Shares Against |
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Shares Abstaining |
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Broker Non-Votes |
17,693,866 |
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1,588,884 |
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1,663 |
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3,427,499 |
Item 7.01 Regulation FD Disclosure.
On October 17, 2022, the Company issued a press release announcing the Board of Directors’ (the “Board”) appointment of Brian J. G. Pereira, M.D., as Chairman of the Board. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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KalVista Pharmaceuticals, Inc. |
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Date: |
October 17, 2022 |
By: |
/s/ Benjamin L. Palleiko |
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Benjamin L. Palleiko |
Exhibit 99.1
KalVista Pharmaceuticals Announces Appointment of Brian J.G. Pereira, M.D. as Board Chairman
Cambridge, MA and Salisbury, England, October 17, 2022 – KalVista Pharmaceuticals, Inc. (NASDAQ: KALV), a clinical stage pharmaceutical company focused on the discovery, development, and commercialization of oral, small molecule protease inhibitors, today announced that the Board of Directors has appointed current member Brian J.G. Pereira, M.D., as Chairman, effective immediately. In conjunction, current Chairman Martin Edwards, M.D. has resigned from the Board in a planned transition concurrent with the Company’s annual meeting.
“We are pleased that Brian has agreed to take the Chairman role at this critical time,” said Andrew Crockett, Chief Executive Officer of KalVista. “Brian’s long experience in late-stage drug development and commercialization will be particularly valuable in his new role as KalVista continues to grow into a pre-commercial company focused on advancing sebetralstat as the first oral on-demand therapy for treatment of HAE attacks. We also thank Martin, who was one of the founding investors in KalVista, for his years of loyal service and friendship to the company, and we wish him well in his future endeavors.”
Dr. Pereira has been a member of the KalVista Board of Directors since 2019 and is currently President & CEO of Visterra, Inc., a subsidiary of Otsuka Pharmaceuticals focused on biologics research and clinical development of therapies for patients with immune-mediated and other hard-to-treat diseases. Dr. Pereira 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 Tufts Medical Center Physician Organization and interim COO. He is an Adjunct Professor of Medicine at Tufts University School of Medicine and has authored over 200 published scientific articles. Dr. Pereira 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.
About KalVista Pharmaceuticals, Inc.
KalVista Pharmaceuticals, Inc. is a pharmaceutical company focused on the discovery, development, and commercialization of oral, small molecule protease inhibitors for diseases with significant unmet need. KalVista has developed a proprietary portfolio of novel, small molecule plasma kallikrein inhibitors initially targeting hereditary angioedema (HAE) and diabetic macular edema (DME). KalVista is developing sebetralstat as an oral on-demand therapy for HAE attacks and is enrolling the Phase 3 KONFIDENT clinical trial. In addition, KalVista’s oral Factor XIIa inhibitor program represents a new generation of therapies that may further improve the treatment for people living with HAE. In DME, an intravitreally administered plasma kallikrein inhibitor, called KVD001, has completed a Phase 2 clinical trial.
For more information about KalVista, please visit www.kalvista.com.
For more information on the sebetralstat HAE on-demand Phase 3 KONFIDENT study, please visit www.konfidentstudy.com.
Forward-Looking Statements
This press release contains "forward-looking" statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. These statements are subject to numerous risks and uncertainties, including the potential impact of COVID-19, that could cause actual results to differ materially from what we expect. Examples of forward-looking statements include, among others, timing or outcomes of communications with the FDA, our expectations about safety and efficacy of our product candidates and timing of clinical trials and its results, our ability to commence clinical studies or complete ongoing clinical studies, including our Phase 3 KONFIDENT trial, and to obtain regulatory approvals for sebetralstat and other candidates in development, the ability of sebetralstat and other candidates in development to treat HAE or DME, and the future progress and potential success of our oral Factor XIIa program. Further information on potential risk factors that could affect our business and financial results are detailed in our filings with the Securities and Exchange Commission, including in our annual report on Form 10-K for the year ended April 30, 2022, our quarterly reports on Form 10-Q, and our other reports that we may make from time to time with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Contact:
KalVista Pharmaceuticals, Inc.
Jarrod Aldom
Vice President, Corporate Communications
(201) 705-0254
jarrod.aldom@kalvista.com