--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-26-024949" form_type: "8-K" ticker: "KALV" cik: "0001348911" company_name: "KalVista Pharmaceuticals, Inc." filed_at: "2026-06-11T20:44:20+00:00" generated_at: "2026-06-11T20:45:05.888656+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Chiesi completes $27/share acquisition of KalVista; shares cease trading on Nasdaq ## Summary - Tender offer accepted 43,152,532 shares (~77.8% of outstanding) at $27.00 cash per share. - Back-end merger closed June 11, 2026; KalVista now wholly owned by Chiesi Group. - KalVista stock halted June 10 and delisted from Nasdaq Global Market effective June 11. - Chiesi takes ownership of EKTERLY (sebetralstat), oral on-demand HAE treatment approved in US, EU, Japan. - Transaction bonuses aggregate $10.5M for CEO, CMO, CFO; gross-up agreement with CFO for Section 4999 excise tax. ## SEC filing metadata - accession: 0001140361-26-024949 - form_type: 8-K - ticker: KALV - cik: 0001348911 - company_name: KalVista Pharmaceuticals, Inc. - filed_at: 2026-06-11T20:44:20+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 5.01, 2.03, 3.03, 5.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/ny20075902x2_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-26-024949 - JSON: https://secwatch.observer/filing/0001140361-26-024949.json - Plain text: https://secwatch.observer/filing/0001140361-26-024949.txt ## Key facts - Executive change William Fairey resigned as Director at KalVista Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Brian J. G. Pereira, MD, Benjamin L. Palleiko, William Fairey, Laurence Reid, PhD, Bethany Sensenig, Nancy Stuart, Patrick Treanor and Edward W. Unkart resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Executive change Patrick Treanor resigned as Director at KalVista Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Brian J. G. Pereira, MD, Benjamin L. Palleiko, William Fairey, Laurence Reid, PhD, Bethany Sensenig, Nancy Stuart, Patrick Treanor and Edward W. Unkart resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Executive change Brian J. G. Pereira, MD resigned as Director at KalVista Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Brian J. G. Pereira, MD, Benjamin L. Palleiko, William Fairey, Laurence Reid, PhD, Bethany Sensenig, Nancy Stuart, Patrick Treanor and Edward W. Unkart resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Executive change John Hess was appointed as Sole Director at KalVista Pharmaceuticals, Inc.. - Action: became the sole director - Role: Sole Director source text: John Hess, the sole director of Purchaser immediately prior to the Effective Time, became the sole director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Executive change Bethany Sensenig resigned as Director at KalVista Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Brian J. G. Pereira, MD, Benjamin L. Palleiko, William Fairey, Laurence Reid, PhD, Bethany Sensenig, Nancy Stuart, Patrick Treanor and Edward W. Unkart resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Executive change Edward W. Unkart resigned as Director at KalVista Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Brian J. G. Pereira, MD, Benjamin L. Palleiko, William Fairey, Laurence Reid, PhD, Bethany Sensenig, Nancy Stuart, Patrick Treanor and Edward W. Unkart resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Executive change Laurence Reid, PhD resigned as Director at KalVista Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Brian J. G. Pereira, MD, Benjamin L. Palleiko, William Fairey, Laurence Reid, PhD, Bethany Sensenig, Nancy Stuart, Patrick Treanor and Edward W. Unkart resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Executive change Benjamin L. Palleiko resigned as Director at KalVista Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Brian J. G. Pereira, MD, Benjamin L. Palleiko, William Fairey, Laurence Reid, PhD, Bethany Sensenig, Nancy Stuart, Patrick Treanor and Edward W. Unkart resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Executive change Nancy Stuart resigned as Director at KalVista Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Brian J. G. Pereira, MD, Benjamin L. Palleiko, William Fairey, Laurence Reid, PhD, Bethany Sensenig, Nancy Stuart, Patrick Treanor and Edward W. Unkart resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Executive change John Hess was appointed as other_named_officer at KalVista Pharmaceuticals, Inc.. - Action: became an officer source text: John Hess, President and Secretary of Purchaser, became an officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Governance Changes KalVista Pharmaceuticals, Inc.: Amended and restated bylaws in full. - Change: bylaw amendment source text: as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in full evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Governance Changes KalVista Pharmaceuticals, Inc.: Amended and restated certificate of incorporation in its entirety. - Change: charter amendment source text: As of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - M&A Transactions KalVista Pharmaceuticals, Inc. underwent a change of control involving Chiesi Farmaceutici S.p.A. for $27.00 per Share in cash (closed 2026-06-11). - Action: change of control - Counterparty: Chiesi Farmaceutici S.p.A. - Consideration: $27.00 per Share in cash - Closing: 2026-06-11 source text: Purchaser commenced a tender offer (the “ Offer ”) to acquire 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 ”). The Offer and withdrawal rights expired at one minute evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Material Agreements KalVista Pharmaceuticals, Inc. terminated Company 2015 Incentive Plan with KalVista Pharmaceuticals, Inc. valued at Terminated the Company 2015 Incentive Plan, the Company 2017 Equity Incentive Plan, and the Company (effective 2026-06-11). - Action: termination - Counterparty: KalVista Pharmaceuticals, Inc. - Value: Terminated the Company 2015 Incentive Plan, the Company 2017 Equity Incentive Plan, and the Company - Effective: 2026-06-11 source text: In connection with the consummation of the Offer and the Merger and effective as of, and contingent upon, the Effective Time, the Company terminated the Company 2015 Incentive Plan, the Company 2017 Equity Incentive Plan, and the Company 2021 Equity Inducement Plan. evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm - Material Agreements KalVista Pharmaceuticals, Inc. terminated Company 2017 Employee Stock Purchase Plan with KalVista Pharmaceuticals, Inc. valued at Terminated the Company 2017 Employee Stock Purchase Plan (effective 2026-06-11). - Action: termination - Agreement: equity purchase - Counterparty: KalVista Pharmaceuticals, Inc. - Value: Terminated the Company 2017 Employee Stock Purchase Plan - Effective: 2026-06-11 source text: In addition, and also effective immediately prior to, and contingent upon, the Effective Time, the Company terminated the Company 2017 Employee Stock Purchase Plan. evidence_url: https://www.sec.gov/Archives/edgar/data/1348911/000114036126024949/0001140361-26-024949-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.