S-3MEF 1 d62602ds3mef.htm S-3MEF S-3MEF

As filed with the Securities and Exchange Commission on February 10, 2021

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

KalVista Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-0915291

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

55 Cambridge Parkway

Suite 901E

Cambridge, Massachusetts 02142

(857) 999-0075

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Thomas Andrew Crockett

Chief Executive Officer

KalVista Pharmaceuticals, Inc.

55 Cambridge Parkway

Suite 901E

Cambridge, Massachusetts 02142

(857) 999-0075

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Robert A. Freedman

Julia Forbess

Fenwick & West LLP

801 California Street

Mountain View, California 94041

(650) 988-8500

 

 

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☒ 333-228831

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement filed pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934:

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Smaller reporting company   ☒
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities to be Registered   Proposed Maximum
Aggregate Offering
Price(1)		   Amount of
Registration Fee(2)

Common stock, $0.001 par value per share

   $36,368,355   $3,968

 

 

(1) 

The Registrant previously registered securities having a proposed maximum aggregate offering price of $200,000,000 pursuant to a Registration Statement on Form S-3 (File No. 333-228831), which was declared effective by the Securities and Exchange Commission on December 21, 2018 (the “Related Registration Statement”). As of the date hereof, a balance of $186,156,645.82 of such securities remains to be offered and sold under the Related Registration Statement. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of the registrant’s securities having a proposed maximum aggregate offering price of $36,368,355 is hereby registered, representing no more than 20% of the maximum aggregate offering price of unsold securities under the Related Registration Statement.

(2) 

Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the maximum aggregate offering price and the number of securities being registered has been omitted.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and General Instruction IV(A) to Form S-3 to register an additional $36,368,355 of the Registrant’s securities. In accordance with Rule 462(b), this Registration Statement incorporates by reference the contents of the Registrant’s Registration Statement on Form S-3 (File No. 333-228831), filed with the Securities and Exchange Commission on December 14, 2018 and declared effective by the Securities and Exchange Commission on December 21, 2018, including all exhibits thereto and all information incorporated by reference therein, other than the exhibits included herein.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX

 

Exhibit
Number

   

Description of the Document

5.1    Opinion of Fenwick & West LLP.
23.1    Consent of Independent Registered Public Accounting Firm.
23.2    Consent of Fenwick & West LLP (included in Exhibit 5.1).
24.1*    Power of Attorney.

 

*

Previously filed on the signature page of the Registrant’s Registration Statement on Form S-3 (File No. 333-228831), filed with the Securities and Exchange Commission on December 14, 2018, and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 10th day of February, 2021.

 

 

KALVISTA PHARMACEUTICALS, INC.

 

By:  

/s/ Thomas Andrew Crockett

 

Chief Executive Officer

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Thomas Andrew Crockett

Thomas Andrew Crockett

   

Chief Executive Officer and Director

(Principal Executive Officer)

   February 10, 2021

/s/ Benjamin L. Palleiko

Benjamin L. Palleiko

   

Chief Business Officer and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

   February 10, 2021

/s/ Brian J. G. Pereira, M.D.

Brian J. G. Pereira, M.D.

    Director and Chairman   February 10, 2021

*

Edward W. Unkart

    Director   February 10, 2021

*

Albert Cha, M.D., Ph.D.

    Director   February 10, 2021

/s/ Daniel B. Soland

Daniel B. Soland

    Director   February 10, 2021

         

Martin Edwards, M.D.

    Director  

 

*By:  

/s/ Benjamin L. Palleiko

  Benjamin L. Palleiko
  Attorney-in-fact