UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 23, 2024 upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of KalVista Pharmaceuticals (the “Company”), the Board approved the appointment of Laurence Reid, Ph.D. (“Dr. Reid”) to the Board effective immediately, to serve until his successor is duly elected and qualified, or until his death, resignation or removal. Dr. Reid will serve as a Class III Director whose term will expire at the Company’s 2027 Annual Meeting of Stockholders.
There are no arrangements or understandings between Dr. Reid and any other persons pursuant to which Dr. Reid was named as a director. Dr. Reid is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Additionally, the Board has determined that Dr. Reid satisfies the independence requirements of the Nasdaq Stock Market listing rules and the Securities and Exchange Commission (the “SEC”).
Dr. Reid’s compensation shall be consistent with the Company’s current policy for incoming non-employee directors, which provides for (i) an initial award upon such individual’s first appointment to the Board, consisting of options to purchase 17,000 shares of the Company’s common stock (ii) an annual retainer of $42,500 paid in cash and (iii) an annual award to be granted commencing on the date of the first annual meeting of stockholders after Dr. Reid has been serving as a director for one year, consisting of options to purchase 10,000 shares of the Company’s common stock.
In connection with his appointment to the Board, Dr. Reid will execute the Company’s standard form of indemnification agreement for directors.
Item 7.01 Regulation FD Disclosure
On November 26, 2024, the Company issued a press release announcing Dr. Reid’s appointment to the Board, a copy of which is attached hereto as Exhibit 99.1. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press release dated November 26, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| KALVISTA PHARMACEUTICALS, INC. | ||||||
| Date: November 26, 2024 | By: | /s/ Brian Piekos | ||||
| Brian Piekos Chief Financial Officer | ||||||