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KalVista Pharmaceuticals, Inc. filed Post-Effective Amendment No. 1 to its Form S-3 to deregister any securities remaining unsold under Registration No. 333-280759. The amendment states KalVista completed a merger on June 11, 2026 with Skyline Merger Sub, Inc., making KalVista a wholly owned subsidiary of Chiesi Farmaceutici S.p.A.
The amendment removes from registration all securities that remained unsold or unissued under the Registration Statement and terminates the Registration Statement’s effectiveness. The filing references the Merger Agreement dated April 29, 2026 and attaches that agreement as an exhibit to a prior Form 8-K.
KalVista Pharmaceuticals, Inc. notified removal of its Common Stock from listing and registration on the Nasdaq Stock Market LLC under Form 25. The notification states the Exchange and the Issuer have complied with the procedures of 17 CFR 240.12d2-2 for voluntary withdrawal.
The filing lists Nasdaq Stock Market LLC as the submitting exchange and includes the issuer's corporate address in Wiltshire, United Kingdom. The action is described as a withdrawal/strike from listing under the cited Exchange Act rule.
KalVista Pharmaceuticals completed a cash tender offer and merger at $27.00 per share. The offer expired at one minute after 11:59 p.m. Eastern on June 10, 2026, and 43,152,532 Shares were validly tendered and accepted, representing approximately 77.8% of outstanding Shares as of the Expiration Date.
Following acceptance of tendered Shares, Purchaser merged with and into the Company under Section 251(h) of the DGCL. Each remaining outstanding Share (other than excluded Shares) was converted into the right to receive $27.00 per Share, net to the seller in cash, without interest and subject to applicable tax withholding. A joint press release dated June 11, 2026 announcing the closing is attached as an exhibit.
KalVista Pharmaceuticals amended its Solicitation/Recommendation Statement to report completion of the tender offer and merger. The Offer expired one minute after 11:59 p.m. Eastern Time on June 10, 2026, with 43,152,532 Shares validly tendered and not withdrawn, representing approximately 77.8% of outstanding shares as of the Expiration Date. The tender satisfied the Minimum Condition; Purchaser accepted and will pay for all validly tendered shares at $27.00 per Share. Following satisfaction (or waiver) of remaining conditions, Purchaser merged with and into the Company under Section 251(h) of the DGCL. Each outstanding share not purchased in the Offer was converted into the right to receive $27.00 per Share. As a result of the Merger, the common stock will be delisted from and deregistered under the Nasdaq Global Market.
KalVista Pharmaceuticals, Inc. Schedule 13G: Glazer Capital, LLC and Paul J. Glazer report beneficial ownership of 2,581,700 shares of Common Stock, representing 4.85% of the class. The filing states the Reporting Persons "have ceased to be the beneficial owner of more than five percent of the class of securities."
The statement lists shared voting and dispositive power over the 2,581,700 shares and provides business addresses and CUSIP 483497103. The filing is a routine ownership disclosure under Schedule 13G reporting an ownership position below the 5% threshold.
Chiesi Farmaceutici, through its wholly owned subsidiary Skyline Merger Sub, has offered to acquire all outstanding shares of KalVista Pharmaceuticals for $27.00 per share in cash, subject to the terms and conditions in the Offer to Purchase.
The filing states the HSR Act waiting period expired at 11:59 p.m. ET on May 28, 2026; the German GWB prohibition criteria were not met on May 27, 2026; and the Italian foreign direct investment authority notified Parent it will not object on May 29, 2026. The filing also discloses twelve demand letters and two individual complaints alleging disclosure deficiencies and seeking injunctions, rescission or damages.
KalVista Pharmaceuticals responded to the Chiesi tender offer and amended its Schedule 14D-9 to add voluntary supplemental disclosures. The filing reiterates the $27.00 per share cash offer and summarizes Parent proposals of $24.00, $26.50 and a final $27.00 per-share offer that led to a Merger Agreement.
The amendment discloses two stockholder complaints in New York state court challenging disclosures, certain demand letters, management financial projections (including $446M projected 2029 revenue) and Centerview’s valuation ranges. The Company states the claims are without merit, notes regulatory clearances including HSR expiration and certain foreign reviews, and supplements background on negotiations and CVR discussions.
KalVista Pharmaceuticals chief development officer Christopher Yea reported an option exercise paired with an open-market sale of common stock. He exercised employee stock options to acquire 33,800 shares at an exercise price of $7.07 per share, fully exercising that option grant. On the same date, he sold 33,800 common shares in open-market transactions at a weighted average price of $26.7818 per share, with individual trades ranging from $26.78 to $26.79. Following these transactions, Yea directly owns 229,918 shares of KalVista common stock.
KALV submitted a Form 144 notice to sell 33,800 shares of Common Stock on 05/27/2026. The filing lists the planned sale as a Stock Option Exercise with cash proceeds. The excerpt also shows recent open-market sales by Christopher M. Yea of 1,966; 2,358; and 1,108 shares on May 26, May 22, and May 18, 2026 respectively.
KalVista Pharmaceuticals' chief development officer Christopher Yea reported routine equity activity involving restricted stock units and a small share sale. He exercised 3,125 restricted stock units, receiving an equal number of common shares for no cash consideration. To cover tax withholding from this RSU vesting, he sold 1,966 common shares in an open-market "sell to cover" transaction that the company states was not discretionary. After these transactions, Yea directly holds 229,918 shares of common stock. His RSU award totals 25,000 units, with 1/16 of the grant vesting on each quarterly anniversary of the August 22, 2024 vesting commencement date, contingent on continued service.