KalVista deal closes at $27.00 per share

KalVista Pharmaceuticals amended its Solicitation/Recommendation Statement to report completion of the tender offer and merger.

Rhea-AI Filing Summary

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expired one minute after 11:59 p.m. Eastern Time on June 10, 2026, with 43,152,532 Shares validly tendered and not withdrawn, representing approximately 77.8% of outstanding shares as of the Expiration Date.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.

Insights

M&A Counsel

Deal closed under Section 251(h); tender satisfied the Minimum Condition.

The amendment confirms the Offer expired on June 10, 2026 with 43,152,532 Shares tendered (~77.8%), meeting the Minimum Condition. The Purchaser accepted all valid tenders and paid the stated consideration of $27.00 per Share.

The Purchaser merged into the Company pursuant to Section 251(h) of the DGCL, effecting cash-out conversion for non-tendered shares. Related filings and the joint press release are attached as an exhibit and may provide further closing mechanics and escrow or tax-withholding details.

Corporate Finance

Transaction quantitative outcome: ~77.8% tendered; all valid tenders accepted at $27.00.

The disclosure states 43,152,532 Shares were validly tendered and not withdrawn and were accepted for payment at $27.00 per Share. The disclosure ties acceptance to satisfaction (or waiver) of all Offer conditions.

Corporate effects noted include Nasdaq delisting and deregistration under the Exchange Act; subsequent exhibits (the joint press release) may clarify payment timing, tax withholding and post-close administrative steps.

Key Figures

Offer Price: $27.00 per Share Shares validly tendered: 43,152,532 Shares Tender percentage: 77.8% +1 more

4 metrics

Offer Price $27.00 per Share Offer to Purchase; paid to validly tendered shares and for converted non‑purchased shares

Shares validly tendered 43,152,532 Shares Validly tendered and not withdrawn as of Expiration Date <date>June 10, 2026</date>

Tender percentage 77.8% Approximate percentage of outstanding shares tendered as of the Expiration Date

Merger authority Section 251(h) of the DGCL Statutory basis for merger without stockholder vote

Key Terms

Minimum Condition, Section 251(h) of the DGCL, Offer to Purchase

3 terms

Minimum Condition regulatory

"The number of Shares validly tendered...satisfies the Minimum Condition"

Section 251(h) of the DGCL legal

"Purchaser was merged with and into the Company, without a vote...in accordance with Section 251(h) of the DGCL"

Offer to Purchase financial

"terms and subject to the conditions set forth in the Offer to Purchase, dated May 13, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the Offer price paid for KALV shares?

The Offer price was $27.00 per Share. The Amendment states each validly tendered share and each non‑purchased outstanding share converted into the right to receive $27.00 per Share in cash.

How many KALV shares were tendered in the Offer?

A total of 43,152,532 Shares were validly tendered and not withdrawn. That figure represents approximately 77.8% of outstanding shares as of the Offer's expiration on June 10, 2026.

Did the tender offer meet the required condition to close?

Yes. The number of validly tendered shares satisfied the filing's Minimum Condition. The Amendment states all other Offer conditions were satisfied or waived prior to acceptance.

Was there a merger after the Offer for KALV?

Yes. Following the Offer, Purchaser merged with and into the Company under Section 251(h) of the DGCL, converting remaining shares into the right to receive $27.00 per Share.

Will KALV shares continue trading on Nasdaq after the merger?

No. As a result of the Merger, the Amendment states the common stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 08:57 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

(Amendment No. 2)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

KalVista Pharmaceuticals, Inc.

(Name of Subject Company)

(Name of Person Filing Statement)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

483497103

(CUSIP Number of Class of Securities)

Brian Piekos

Chief Financial Officer

200 Crossing Boulevard

Framingham, Massachusetts 01702

(857) 999-0075

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

Graham Robinson, P.C.

Chadé Severin, P.C.

Kirkland & Ellis LLP

200 Clarendon Street

Boston, Massachusetts 02116

(617) 385-7500

 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by KalVista Pharmaceuticals, Inc., a Delaware corporation (“KalVista” or the “Company”), with the Securities and Exchange Commission on May 13, 2026, relating to the tender offer by Chiesi Farmaceutici S.p.A., an Italian società per azioni (“Parent”), and Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), to purchase all of the outstanding shares of common stock of the Company, par value $0.001 per share (the “Shares”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 13, 2026 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal”) and the other exhibits to the Tender Offer Statement on Schedule TO (the Schedule TO, collectively with the Offer to Purchase and the Letter of Transmittal, constitute the “Offer”), pursuant to the Merger Agreement.

Except to the extent specifically provided in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:

1.

By adding the following section after the last full paragraph on page 44 in the section captioned “—Cautionary Note Regarding Forward Looking Statements”:

“Expiration of Offering Period; Completion of Merger

The Offer and withdrawal rights expired at one minute following 11:59 p.m., Eastern Time, on June 10, 2026 (the “Expiration Date”). Equiniti Trust Company, LLC, in its capacity as the depositary for the Offer, has advised Purchaser that a total of 43,152,532 Shares were validly tendered and not validly withdrawn, representing approximately 77.8% of the outstanding Shares as of the Expiration Date. The number of Shares validly tendered (and not validly withdrawn) pursuant to the Offer satisfies the Minimum Condition, and all other conditions to the Offer have been satisfied or (to the extent waivable) waived. Effective as of the time on which the Offer expired on the Expiration Date, all Shares that were validly tendered (and not validly withdrawn) pursuant to the Offer were irrevocably accepted for payment by Purchaser.

Purchaser will pay all such validly tendered Shares in accordance with the terms of the Offer.

Following consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and Purchaser was merged with and into the Company, without a vote of the Company’s stockholders in accordance with Section 251(h) of the DGCL. Pursuant to the Merger Agreement, at the Effective Time, each then outstanding Share not purchased pursuant to the Offer (other than certain excluded Shares as described in the Merger Agreement) was converted into the right to receive $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes.

As a result of the Merger, the Shares will be delisted from and will cease to trade on the Nasdaq Global Market and will be deregistered under the Exchange Act.

The full text of the joint press release issued by Parent and the Company on June 11, 2026, announcing the successful completion of Parent’s acquisition of the Company, including the successful completion of both the Offer and the Merger, is attached as Exhibit (a)(5)(J) to the Schedule 14D-9 and incorporated herein by reference.”

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

Exhibit		Description
(a)(5)(J)		Joint Press Release issued by the Company and Parent on June 11, 2026.*

*Filed herewith.

1

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	KalVista Pharmaceuticals, Inc.
	By:	/s/ Benjamin L. Palleiko
	Name:	Benjamin L. Palleiko
	Title	Chief Executive Officer

Dated: June 11, 2026

[Signature page to 14D-9 Amendment]