{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-26-017656","form_type":"8-K","ticker":"KALV","cik":"0001348911","company_name":"KalVista Pharmaceuticals, Inc.","filed_at":"2026-04-29T23:59:59+00:00","discovered_at":"2026-05-14T18:02:32.181336+00:00","generated_at":"2026-05-15T01:38:11.273227+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Chiesi Group to acquire KalVista Pharmaceuticals for $27.00 per share, ~$1.9bn","bullets":["Chiesi will acquire all KalVista shares for $27.00/sh cash, a 36% premium to 30-day VWAP as of April 28, 2026.","Total equity consideration approximately $1.9bn; transaction expected to close in Q3 2026 subject to regulatory approvals and majority tender.","KalVista's key asset is EKTERLY (sebetralstat), first oral on-demand HAE therapy; US launch in July 2025 generated $49M in 2025 sales.","Termination fee of $66.4M payable by KalVista if it accepts a superior offer; transaction not subject to financing condition.","Both companies' boards unanimously approved the merger; KalVista board recommends stockholders tender shares."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-017656","json":"https://secwatch.observer/filing/0001140361-26-017656.json","markdown":"https://secwatch.observer/filing/0001140361-26-017656.md","text":"https://secwatch.observer/filing/0001140361-26-017656.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1348911/000114036126017656/0001140361-26-017656-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1348911/000114036126017656/ef20071670_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T01:38:11.273227+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3d2fef7c60eeef6e50dd14e9cd29c391adc390bd","claim":"KalVista Pharmaceuticals, Inc. entered into Agreement and Plan of Merger with Chiesi Farmaceutici S.p.A. valued at $27.00 per Share (effective 2026-04-29).","evidence_excerpt":"On April 29, 2026, KalVista Pharmaceuticals, Inc., a Delaware corporation (the \" Company \"), entered into an Agreement and Plan of Merger (the \" Merger Agreement \"), by and among the Company, Chiesi Farmaceutici S.p.A., an Italian società per azioni (\" Parent \"), Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (\" Purchaser \"), and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1348911/000114036126017656/0001140361-26-017656-index.htm","confidence":0.99}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 29, 2026, KalVista Pharmaceuticals, Inc., a Delaware corporation (the \" Company \"), entered into an Agreement and Plan of Merger (the \" Merger Agreement \"), by and among the Company, Chiesi Farmaceutici S.p.A., an Italian società per azioni (\" Parent \"), Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (\" Purchaser \"), and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1348911/000114036126017656/0001140361-26-017656-index.htm","comparable_excerpt":"On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 29, 2026, KalVista Pharmaceuticals, Inc., a Delaware corporation (the \" Company \"), entered into an Agreement and Plan of Merger (the \" Merger Agreement \"), by and among the Company, Chiesi Farmaceutici S.p.A., an Italian società per azioni (\" Parent \"), Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (\" Purchaser \"), and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1348911/000114036126017656/0001140361-26-017656-index.htm","comparable_excerpt":"On June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001683168-26-003637","ticker":"UMAC","company_name":"Unusual Machines, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Unusual Machines signs $52M merger to acquire Upgrade Energy (battery/power systems)","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003637","json":"https://secwatch.observer/filing/0001683168-26-003637.json","markdown":"https://secwatch.observer/filing/0001683168-26-003637.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 29, 2026, KalVista Pharmaceuticals, Inc., a Delaware corporation (the \" Company \"), entered into an Agreement and Plan of Merger (the \" Merger Agreement \"), by and among the Company, Chiesi Farmaceutici S.p.A., an Italian società per azioni (\" Parent \"), Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (\" Purchaser \"), and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1348911/000114036126017656/0001140361-26-017656-index.htm","comparable_excerpt":"On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 29, 2026, KalVista Pharmaceuticals, Inc., a Delaware corporation (the \" Company \"), entered into an Agreement and Plan of Merger (the \" Merger Agreement \"), by and among the Company, Chiesi Farmaceutici S.p.A., an Italian società per azioni (\" Parent \"), Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (\" Purchaser \"), and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1348911/000114036126017656/0001140361-26-017656-index.htm","comparable_excerpt":"On May 6, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), through its subsidiary Hope Concrete, LLC, a Texas limited liability company (“Purchaser”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (the “Target”), to acquire 100% of the ownership interests of Target","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001193125-26-210231","ticker":"COLD","company_name":"AMERICOLD REALTY TRUST","filed_at":"2026-05-07T23:59:59+00:00","headline":"Americold forms $1.3B cold storage JV with EQT; receives $1.1B debt repayment proceeds","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210231","json":"https://secwatch.observer/filing/0001193125-26-210231.json","markdown":"https://secwatch.observer/filing/0001193125-26-210231.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/0001193125-26-210231-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/d95141d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 29, 2026, KalVista Pharmaceuticals, Inc., a Delaware corporation (the \" Company \"), entered into an Agreement and Plan of Merger (the \" Merger Agreement \"), by and among the Company, Chiesi Farmaceutici S.p.A., an Italian società per azioni (\" Parent \"), Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (\" Purchaser \"), and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1348911/000114036126017656/0001140361-26-017656-index.htm","comparable_excerpt":"On May 7, 2026, Americold Realty Operating Partnership, LP, a Delaware limited partnership, MHG Gateway Properties, LLC, a New Jersey limited liability company, ART Mortgage Borrower Propco 2010 - 5 LLC, a Delaware limited liability company, Americold New TRS Sub 1, LLC, a Delaware limited liability company, Americold Real Estate, L.P., a Delaware limited partnership, ART Mortgage Borrower Propco 2010 - 4 LLC, a Delaware limited liability company, New Hall’s Warehouse LLC, a New Jersey limited liability company and Americold Russellville, LLC, an Arkansas limited liability company, each a subsidiary of Americold Realty Trust, Inc. (the “ Company ”) and Snowfall Topco LP, an affiliate of EQT entered into a contribution agreement (the “ Contribution Agreement ” and the transactions described therein, the “ JV Transaction ”), which was unanimously approved by the Company’s Board of Directors (the “Board”), upon the unanimous recommendation of the Finance Committee of the Board, to create","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/0001193125-26-210231-index.htm"}},{"accession":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 29, 2026, KalVista Pharmaceuticals, Inc., a Delaware corporation (the \" Company \"), entered into an Agreement and Plan of Merger (the \" Merger Agreement \"), by and among the Company, Chiesi Farmaceutici S.p.A., an Italian società per azioni (\" Parent \"), Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (\" Purchaser \"), and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1348911/000114036126017656/0001140361-26-017656-index.htm","comparable_excerpt":"On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001104659-26-057533","ticker":"TWO","company_name":"TWO HARBORS INVESTMENT CORP.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057533","json":"https://secwatch.observer/filing/0001104659-26-057533.json","markdown":"https://secwatch.observer/filing/0001104659-26-057533.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/tm2612985d12_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 29, 2026, KalVista Pharmaceuticals, Inc., a Delaware corporation (the \" Company \"), entered into an Agreement and Plan of Merger (the \" Merger Agreement \"), by and among the Company, Chiesi Farmaceutici S.p.A., an Italian società per azioni (\" Parent \"), Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (\" Purchaser \"), and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1348911/000114036126017656/0001140361-26-017656-index.htm","comparable_excerpt":"On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 29, 2026, KalVista Pharmaceuticals, Inc., a Delaware corporation (the \" Company \"), entered into an Agreement and Plan of Merger (the \" Merger Agreement \"), by and among the Company, Chiesi Farmaceutici S.p.A., an Italian società per azioni (\" Parent \"), Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (\" Purchaser \"), and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1348911/000114036126017656/0001140361-26-017656-index.htm","comparable_excerpt":"As previously disclosed, European Wax Center, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger, dated as of February 9, 2026 (the “ Merger Agreement ”), by and among Glow Midco, LLC, a Delaware limited liability company (“ Parent ”), Glow Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub Inc. ”), Glow Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“ Merger Sub LLC ,” and together with Merger Sub Inc., the “ Merger Subs ”) and EWC Ventures, LLC, a Delaware limited liability company (“ Opco ”), pursuant to which (i) Merger Sub Inc. merged with and into the Company (the “ Corporate Merger ”), with the Company surviving the Corporate Merger as the surviving corporation (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent and (ii) Merger Sub LLC merged with and into Opco, with Opco surviving as the surviving limited liability company","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}