Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2021



(Exact name of registrant as specified in its charter)








(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)



55 Cambridge Parkway

Suite 901E

Cambridge, Massachusetts 02142

(Address of Principal Executive Offices) (Zip Code)



(857) 999-0075

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report)


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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value Per Share


The Nasdaq Stock Market LLC


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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 1, 2020, KalVista Pharmaceuticals, Inc. (the “Company”) announced that it had notified the Nasdaq Stock Market LLC (“Nasdaq”) of the recent passing of Dr. Arnold Oronsky, and that due to this unfortunate event, the Company is not in compliance with Nasdaq’s audit committee requirements as set forth in NASDAQ Listing Rule 5605.  On January 21, 2021, the Company received a notice from the Nasdaq Listing Qualifications department of Nasdaq reciting the same facts.

In accordance with Nasdaq Listing Rule 5605(c)(4), Nasdaq has provided the Company with a cure period to regain compliance until the earlier of the Company’s next annual shareholders’ meeting or November 21, 2021; however, if the next annual shareholders’ meeting is held before May 20, 2021, then the Company must evidence compliance no later than May 20, 2021.

As previously reported, the Company expects to regain compliance with such rule by filling Dr. Oronsky’s vacancy on the Audit Committee with a new independent director who satisfies the applicable requirements of the Nasdaq Listing Rules prior to the expiration of the cure period described above.







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.














Date: January 27, 2021






/s/ Benjamin L. Palleiko







Benjamin L. Palleiko







Chief Business Officer and Chief Financial Officer