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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2025
KALVISTA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36830 | 20-0915291 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
200 Crossing Boulevard
Framingham, Massachusetts 01702
(Address of Principal Executive Offices) (Zip Code)
(857) 999-0075
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $0.001 Par Value Per Share | KALV | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 1, 2025, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of KalVista Pharmaceuticals, Inc. (the “Company”), the Board approved the appointment of Bethany Sensenig (“Ms. Sensenig”) to the Board and Audit Committee of the Board (the “Audit Committee”) effective immediately, to serve until her successor is duly elected and qualified, or until her death, resignation or removal. In connection with Ms. Sensenig’s appointment to the Audit Committee, Nancy Stuart (“Ms. Stuart”) will transition off the Audit Committee but remains a member of the Board and continues to serve on the Nominating and Corporate Governance Committee of the Board. The Board also approved Ms. Stuart’s appointment to the Compensation Committee of the Board, effective immediately. Ms. Sensenig will serve as a Class II Director whose term will expire at the Company’s 2026 Annual Meeting of Stockholders.
There are no arrangements or understandings between Ms. Sensenig and any other persons pursuant to which Ms. Sensenig was named as a director. Ms. Sensenig 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 Ms. Sensenig satisfies the independence requirements of the Nasdaq Stock Market listing rules and the Securities and Exchange Commission (the “SEC”) for purposes of service on audit committees.
Ms. Sensenig’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 45,000 shares of the Company’s common stock, and (ii) an annual retainer of $42,500 paid in cash. In addition, Ms. Sensenig will receive $10,000 in committee fees per year for service on the Audit Committee.
In connection with her appointment to the Board, Ms. Sensenig will execute the Company’s standard form of indemnification agreement for directors.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 1, 2025, the Company held its 2025 Annual Meeting of Stockholders and the following proposals were adopted:
1. Election of two Class I directors, Benjamin L. Palleiko and Brian J.G. Pereira, M.D. (each to serve a three-year term, which will expire at the 2028 Annual Meeting of Stockholders or until such time as their respective successors have been duly elected and qualified):
| Nominees | Shares For |
Shares Against | Shares Abstaining |
Broker Non-Votes |
||||||||||||
| Benjamin L. Palleiko |
36,096,804 | 1,491,876 | 3,100 | 3,882,274 | ||||||||||||
| Brian J.G. Pereira |
30,303,728 | 7,284,941 | 3,111 | 3,882,274 | ||||||||||||
2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the eight-month transition period ending December 31, 2025:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | |||
| 41,421,548 | 44,417 | 8,089 | 0 |
3. Approval, on a non-binding advisory basis, of the compensation paid by the Company to its named executive officers:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | |||
| 33,600,808 | 3,985,860 | 5,112 | 3,882,274 |
| Item 7.01 | Regulation FD Disclosure. |
On October 2, 2025, the Company issued a press release announcing Ms. Sensenig’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 October 2, 2025 | |
| 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 hereunto duly authorized.
| KALVISTA PHARMACEUTICALS, INC. | ||||||
| Date: October 2, 2025 | By: | /s/ Benjamin L. Palleiko |
||||
| Benjamin L. Palleiko Chief Executive Officer |
||||||
Exhibit 99.1
KalVista Pharmaceuticals Announces Appointment of Bethany L. Sensenig to Board of Directors
FRAMINGHAM, Mass. & Salisbury, England, October 2, 2025 – KalVista Pharmaceuticals, Inc. (Nasdaq: KALV) today announced the appointment of Bethany L. Sensenig to its Board of Directors, effective as of October 1, 2025. Ms. Sensenig was also appointed a member of the Audit Committee of the Board. In connection with Ms. Sensenig’s appointment to the Audit Committee, Nancy Stuart will transition off the Audit Committee but remains a member of the Board and continues to serve on the Nominating and Corporate Governance Committee of the Board. The Board also approved Ms. Stuart’s appointment to the Compensation Committee of the Board.
“I am pleased to welcome Bethany to the Board of Directors of KalVista. Her extensive financial and operational expertise, combined with her global commercial experience, make her a strong addition to our Board,” said Ben Palleiko, Chief Executive Officer of KalVista. “Her insights will be valuable as we continue to bring EKTERLY, the first and only oral on-demand therapy for hereditary angioedema, to people living with HAE on a global scale.”
“I am excited to join KalVista’s Board of Directors at this pivotal stage in the Company’s journey,” said Ms. Sensenig. “Launching EKTERLY is a rare opportunity to bring a transformative new therapy to people living with HAE worldwide. I look forward to collaborating with this dynamic team as they continue building a commercial organization dedicated to improving patients’ lives.”
Ms. Sensenig is an accomplished healthcare executive and experienced board member with over 20 years of leadership in finance, corporate strategy, and commercial operations. She currently serves as Chief Financial Officer (CFO) and Head of Operations at Radius Health, Inc., a commercial-stage biopharmaceutical company focused on bone health. She previously held roles as CFO and Interim Chief Executive Officer at 9 Meters Biopharma, Inc., a clinical-stage company focused on rare diseases. Prior to that, Ms. Sensenig was the CFO and Head of US Operations at Minovia Therapeutics, a clinical-stage biotech company developing innovative cell therapies for rare mitochondrial diseases. Prior to her CFO roles, Ms. Sensenig spent 13 years at Biogen Inc., a multinational biotechnology company, where she rose to Vice President of Finance and Commercial Operations overseeing $1B+ in revenue across 30 countries. She is also a member of the Board of Directors and the Audit Committee of Supernus Pharmaceuticals, Inc., a commercial-stage pharmaceutical company.
Ms. Sensenig earned her B.S. in Accounting and Business Management from Montreat College and an M.B.A. from Western Carolina University.
About KalVista Pharmaceuticals, Inc.
KalVista is a global pharmaceutical company dedicated to delivering life-changing oral therapies for individuals affected by rare diseases with significant unmet needs. The KalVista team discovered and developed EKTERLY®—the first and only oral on-demand treatment for hereditary angioedema (HAE)—and continues to work closely with the global HAE community to improve treatment and care for this disease around the world. For more information about KalVista, please visit www.kalvista.com and follow us on LinkedIn, X, Facebook and Instagram.
Forward-Looking Statements
This press release contains “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Examples of forward-looking statements include, among others, information relating to our business and business plans, the success of our efforts to commercialize EKTERLY® (sebetralstat), our ability to successfully obtain foreign regulatory approvals for sebetralstat, our expectations about the safety and efficacy of sebetralstat and our other product candidates, the timing of clinical trials and their results, our ability to commence clinical studies or complete ongoing clinical studies. Further information on potential risk factors that could affect our business and financial results are detailed in our filings with the Securities and Exchange Commission, including in our annual report on Form 10-K for the year ended April 30, 2025, our quarterly reports on Form 10-Q, and our other reports that we may make from time to time with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Investors:
Ryan Baker
Head, Investor Relations
(617) 771-5001
ryan.baker@kalvista.com
Media:
Molly Cameron
Director, Corporate Communications
(857) 356-0164
molly.cameron@kalvista.com