Form 8-K
8-K — KalVista Pharmaceuticals, Inc.
Accession: 0001140361-26-024949
Filed: 2026-06-11
Period: 2026-06-11
CIK: 0001348911
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Entry into a Material Definitive Agreement
Item: Termination of a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Material Modifications to Rights of Security Holders
Item: Changes in Control of Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ny20075902x2_8k.htm (Primary)
EX-3.1 — EXHIBIT 3.1 (ny20075902x2_ex3-1.htm)
EX-3.2 — EXHIBIT 3.2 (ny20075902x2_ex3-2.htm)
EX-4.2 — EXHIBIT 4.2 (ny20075902x2_ex4-2.htm)
EX-99.1 — EXHIBIT 99.1 (ny20075902x2_ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: ny20075902x2_8k.htm · Sequence: 1
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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): June 11, 2026
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)
Registrant’s Telephone Number, Including Area Code: (857) 999-0075
(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 Global Market
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. ☐
Introductory Note
On April 29, 2026, we previously reported with the U.S. Securities and Exchange Commission (the “SEC”) that KalVista Pharmaceuticals, Inc., a Delaware
corporation (“us” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated April 29,
2026, with 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. Capitalized terms used herein and not otherwise defined have the meaning set forth in the
Merger Agreement.
On May 13, 2026, 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 following 11:59 p.m., Eastern Time, on June 10, 2026 (the “Expiration Date”). Equiniti Trust Company, LLC, in its capacity as the depositary for the Offer, has advised Purchaser that a total of 43,152,532 Shares were validly
tendered and not validly withdrawn, representing approximately 77.8% of the outstanding Shares as of the Expiration Date. The number of Shares validly tendered (and not validly withdrawn) pursuant to the Offer satisfies the Minimum Condition, and all
other conditions to the Offer have been satisfied or (to the extent waivable) waived. Effective as of the time on which the Offer expired on the Expiration Date, all Shares that were validly tendered (and not validly withdrawn) pursuant to the Offer
were irrevocably accepted for payment by Purchaser.
Following consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and on June 11, 2026 (the “Closing Date”), Purchaser merged with and into the Company (the “Merger”, and together with the Offer, the “Transaction”),
without a vote of the Company’s stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Company continuing as the surviving corporation (the “Surviving Corporation”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each then outstanding Share not purchased pursuant to the Offer (other than certain excluded Shares as described in the Merger Agreement) was converted into the right to
receive the Offer Price (the “Merger Consideration”). As a result of the Merger, the Company became a wholly owned subsidiary
of Parent.
Pursuant to the Merger Agreement, at the Effective Time:
•
Each Company Option that was outstanding and unexercised (and with an exercise price that was less than the Merger Consideration) was deemed fully
vested and cancelled and concerted into the right of the holder thereof to receive a cash payment equal to the product of (A) the excess of the Merger Consideration over (y) the per Share exercise price of such Company Option, multiplied by
(B) the total number of Shares subject to such Company Option immediately prior to the Effective Time.
•
Each Company Option that had a per Share exercise price equal to or greater than the Merger Consideration was cancelled at the Effective Time without
any consideration payable in respect thereof and has no further force or effect.
•
Each then outstanding Company RSU was deemed fully vested and was cancelled and converted into the right of the holder thereof to receive a cash
payment (without interest) equal to the product of (A) the Merger Consideration multiplied by (B) the number of Shares subject to the Company RSU immediately prior to the Effective Time.
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a
copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 29, 2026, and is incorporated herein by reference.
Item 1.01
Entry into a Material Definitive Agreement.
On the Closing Date, in connection with the Merger, the Company and U.S. Bank Trust Company, National Association, a national banking association, as trustee
under the Indenture, dated as of September 29, 2025 (the “Indenture”) governing the Company’s 3.250% Convertible Senior Notes
due 2031 (the “Convertible Notes”), entered into a supplemental indenture (the “Supplemental Indenture”) to the Indenture, effective upon the Effective Time, providing that at and after the Effective Time, each holder of the Convertible Notes will
have the right to convert each $1,000 principal amount of their respective Convertible Notes into cash in an amount equal to $1,606.28, which is (x) the Conversion Rate (as defined in the Indenture) in effect immediately prior to the Merger,
multiplied by (y) the Merger Consideration, rounded to the nearest cent. For the avoidance of doubt, a “unit of Reference Property,” as such phrase is used in the Indenture, shall mean $27.00 in cash.
The foregoing summary description of the Indenture and the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Indenture and the Supplemental Indenture, which are attached as Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and which are incorporated herein by reference.
Item 1.02
Termination of a Material Definitive Agreement
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.
In addition, and also effective immediately prior to, and contingent upon, the Effective Time, the Company terminated the Company 2017 Employee Stock Purchase
Plan.
Item 2.01
Completion of Acquisition or Disposition of Assets.
The disclosures under the Introductory Note, Item 3.01 and Item 5.01 are incorporated herein by reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosures under Item 1.01 are incorporated by herein by reference.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.
On June 10, 2026, the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) of the anticipated consummation of the Merger and requested that Nasdaq halt trading of the Shares effective as of 8:00 p.m. Eastern Time, on June 10, 2026. On June 11, 2026, the Company (i) notified
Nasdaq of the consummation of the Merger and its intent to remove all Shares from listing on The Nasdaq Global Market and (ii) requested that Nasdaq (A) suspend trading of the Shares and (B) file with the SEC a Form 25 to remove the Shares from
listing on The Nasdaq Global Market and deregister the Shares pursuant to Section 12(b) of the Exchange Act.
The Shares ceased trading on The Nasdaq Global Market effective prior to the opening of trading on June 11, 2026. After effectiveness of the Form 25, the
Company intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of the Shares under the Exchange Act and suspend the Company’s reporting obligations under Section 13 and Section 15(d) of the
Exchange Act.
Item 3.03
Material Modification to Rights of Security Holders.
The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.
Item 5.01
Changes in Control of Registrant.
The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.
As a result of the consummation of the Offer and the Merger, there was a change in control of the Company, and Parent, as the direct parent of Purchaser,
acquired control of the Company. To the knowledge of the Company, there are no arrangements which may at a subsequent date result in a further change in control of the Company.
The merger consideration was funded through a combination of Parent’s cash on hand and financing.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
In connection with the Merger, (i) 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 and all committees thereof and (ii) John Hess, the sole director of Purchaser immediately prior to the Effective Time, became the sole director of the Company, in each case, as of the Effective Time. The director resignations were not a result of any disagreement between the
Company and the directors on any matter relating to the Company’s operations, policies or practices.
At the Effective Time, John Hess, President and Secretary of Purchaser, became an officer of the Company.
Information regarding the new director and executive officer was previously disclosed in Schedule I of the Offer to Purchase filed as Exhibit (a)(1)(A) to the
Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on May 13, 2026, as subsequently amended, which is incorporated herein by reference.
On June 11, 2026, the Company entered into a gross-up agreement (the “Gross-Up Agreement”) with Brian Piekos, our Chief Financial Officer. The Gross-Up Agreement provides that if Mr. Piekos is subjected to the excise tax under Section 4999 of the Code in respect of any payments or
benefits made or provided to Mr. Piekos in connection with the Merger that are “excess parachute payments” under Sections 280G and 4999 of the Code, Mr. Piekos will be entitled to receive an additional payment from the Company in an amount such that,
after payment by Mr. Piekos of all applicable taxes on the parachute payments and this additional payment (including any excise tax imposed under Section 4999 of the Code), Mr. Piekos will retain an amount equal to the amount he would have received
had the taxes not applied to such payments and benefits received in connection with the Merger.
As of the date of this Current Report on Form 8-K, the actual amount of any potential reimbursement payments to Mr. Piekos under the Gross-Up Agreement is
unknown because the calculation of such amount depends on a number of assumptions, the application of technical rules under the Code, and the availability and impact of various mitigation strategies. The potential exposure may also be mitigated with
certain strategies under the tax rules that permit a reduction in the value attributable to certain Merger-related payments or benefits if such amounts qualify as reasonable compensation for Mr. Piekos’ pre- or post-Merger services, including Mr.
Piekos’ non-competition arrangements.
On June 8, 2026, the Company entered into transaction bonus agreements (the “Transaction Bonus Agreements”) with each of Benjamin L. Palleiko, our Chief Executive Officer; Paul Audhya, our Chief Medical Officer; and Brian Piekos, our Chief Financial Officer (such individuals,
collectively, the “Executives” and each, an “Executive”). The Transaction Bonus Agreements provide for a lump sum cash payment to the Executives on or within 60 days of the Effective Time, in amounts consisting of (i) $5,070,000 for Mr. Palleiko,
(ii) $2,930,000 for Mr. Audhya and (iii) $2,500,000 for Mr. Piekos, subject to the Executive’s continued compliance with the terms of such Executive’s employment agreement with the Company and any agreement containing restrictive covenants to which
the Executive and the Company, or its applicable affiliate, are parties.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.
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 (the “Amended and Restated Certificate of Incorporation”).
In addition, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in full (the “Amended and Restated Bylaws”).
Copies of The Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01
Other Events.
On June 11, 2026, the Company and Parent issued a joint press release announcing the completion of the Merger. A copy of the joint press release is attached
as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the SEC made by the Company regardless of any general
incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
2.1*
Agreement and Plan of Merger, dated as of April 29, 2026, by and among KalVista Pharmaceuticals, Inc., Chiesi Farmaceutici S.p.A., Skyline Merger Sub,
Inc. and KalVista Pharmaceuticals Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2026).
3.1
Amended and Restated Certificate of Incorporation of KalVista Pharmaceuticals, Inc., dated June 11, 2026.
3.2
Amended and Restated Bylaws of KalVista Pharmaceuticals, Inc., dated June 11, 2026.
4.1
Indenture, dated as of September 29, 2025, between KalVista Pharmaceuticals, Inc. and U.S. Bank Trust Company, National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2025).
4.2
First Supplemental Indenture, dated as of June 11, 2026, between KalVista Pharmaceuticals, Inc. and U.S. Bank Trust Company, National Association, as
trustee.
99.1
Joint Press Release, dated June 11, 2026, issued by KalVista Pharmaceuticals, Inc. and Chiesi Farmaceutici S.p.A.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*
Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the
omitted schedules upon request by the SEC; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.
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: June 11, 2026
By:
/s/ John Hess
Name:
John Hess
Title:
Chairman of the Board; President; General Manager
EX-3.1 — EXHIBIT 3.1
EX-3.1
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Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
KALVISTA PHARMACEUTICALS, INC.
FIRST: The name of the corporation is KalVista Pharmaceuticals, Inc. (hereinafter, the “Corporation”).
SECOND: The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle
County, Delaware 19808, and the name of its registered agent at such address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware (the “DGCL”).
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of common stock, par
value $0.001 per share.
FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, and the
directors need not be elected by ballot unless required by the bylaws of the Corporation.
SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is
expressly authorized to make, amend or repeal the bylaws or adopt new bylaws without any action on the part of the stockholders of the Corporation; provided that any bylaw adopted or amended by the board of directors, and any powers thereby
conferred, may be amended, altered or repealed by the stockholders of the Corporation.
SEVENTH: To the fullest extent permitted by law, neither a director of the Corporation nor an officer of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize
the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was
or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the board of
directors.
The Corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be
amended from time to time, any employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.
The rights conferred upon the applicable persons in this Article Seventh shall be contract rights that vest at the time of such
person’s service to or at the request of the Corporation and such rights shall continue as to such person who has ceased to be a director, officer, trustee, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors
and administrators of such person.
Neither any amendment nor repeal of this Article Seventh, nor the adoption of any provision of this Corporation’s Certificate of
Incorporation inconsistent with this Article Seventh, shall eliminate, reduce or otherwise adversely affect this Article Seventh in respect of any matter occurring, or any cause of action, suit or proceeding accruing or arising or that, but for
this Article Seventh, would accrue or arise, prior to such amendment, repeal or adoption of such an inconsistent provision.
EIGHTH: The Corporation reserves the right to amend and repeal any provision contained in this Certificate of Incorporation in the
manner from time to time as prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.
EX-3.2 — EXHIBIT 3.2
EX-3.2
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Exhibit 3.2
AMENDED AND RESTATED
BYLAWS OF
KALVISTA PHARMACEUTICALS, INC.
ARTICLE I
STOCKHOLDERS
Section 1.
Annual Meeting.
An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of
such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors (the “Board of
Directors”) of KalVista Pharmaceuticals, Inc. (the “Corporation”) shall each year fix, which date shall be within 13 months of the last annual
meeting of stockholders or, if no such meeting has been held, the date of incorporation.
Section 2.
Special
Meetings.
Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board
of Directors or the president and shall be held at such place, on such date, and at such time as they or he or she shall fix.
Section 3.
Notice of
Meetings.
Notice of the place, if any, date, and time of all meetings of the stockholders, the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining
stockholders entitled to notice of the meeting, shall be given, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining
the stockholders entitled to notice of the meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the General Corporation Law of the State of Delaware (the “DGCL”) or the Certificate of Incorporation of the Corporation (the “Certificate
of Incorporation”)).
When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any,
thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if
any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given to each stockholder in conformity herewith. If after the adjournment a new record date for stockholders entitled to
vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board
of Directors and, except as otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such
adjourned meeting as of the record date fixed for notice of such adjourned meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.
Section 4.
Quorum.
At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes or series is required, a majority of
the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. A quorum once established, shall not be broken by the subsequent
withdrawal of enough votes to leave less than a quorum.
If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled
to vote who are present, in person or by proxy, may adjourn the meeting to another place, if any, date, or time. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting
originally called.
Section 5.
Organization.
Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation or, in
his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the
absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.
Section 6.
Conduct of
Business.
The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such
regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at
the meeting.
Section 7.
Proxies and
Voting.
At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in
writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, email or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or
used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, email or other reproduction shall be a complete reproduction of the entire original
writing or transmission.
2
The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more
inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders,
the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall
be determined by a majority of the votes cast affirmatively or negatively.
Section 8.
Stock List.
The officer who has charge of the stock ledger of the Corporation shall, at least 10 days before every meeting of stockholders,
prepare and make a complete list of stockholders entitled to vote at any meeting of stockholders, provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall
reflect the stockholders entitled to vote as of the 10th day before the meeting date, arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered in his or her name. Such list shall be open to
the examination of any stockholder for a period of at least 10 days prior to the meeting in the manner provided by law.
This list shall presumptively determine (a) the identity of the stockholders entitled to examine such stock list and to vote at the
meeting and (b) the number of shares held by each of them.
Section 9.
Consent of
Stockholders in Lieu of Meeting.
Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken
at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery
to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered
office shall be made by hand or by certified or registered mail, return receipt requested.
3
Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the
Corporation in the manner prescribed in the first paragraph of this Section. An email or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act
for a stockholder or proxyholder, in each case, in accordance with Section 211(e) of the DGCL, shall be deemed to be written, signed and dated for the purposes of this Section to the extent permitted by law. Any such consent shall be delivered in
accordance with Section 228(d)(1) of the DGCL.
Any copy, email or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for
any and all purposes for which the original writing could be used, provided that such copy, email or other reproduction shall be a complete reproduction of the entire original writing.
ARTICLE II
BOARD OF DIRECTORS
Section 1.
General Powers.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of
Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.
Section 2.
Number and
Term of Office.
The number of directors who shall constitute the whole Board of Directors shall be such number as the Board of Directors shall from
time to time have designated. Each director shall be elected for a term of the earlier of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law.
Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then
in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the
term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.
Section 3.
Vacancies.
If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of
the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his or her successor is elected and qualified.
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Section 4.
Regular
Meetings.
Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as
shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.
Section 5.
Special
Meetings.
Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole
number) or by the President and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director by whom it is not waived by
mailing written notice not less than five days before the meeting or by email or other electronic transmission of the same not less than 24 hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.
Section 6.
Quorum.
At any meeting of the Board of Directors, a majority of the total number of the whole Board of Directors shall constitute a quorum for
all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.
Section 7.
Participation
in Meetings By Conference Telephone.
Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee
by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.
Section 8.
Conduct of
Business.
At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from
time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members
thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 9.
Compensation of
Directors.
Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their
services as directors, including, without limitation, their services as members of committees of the Board of Directors.
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Section 10.
Action Without
Meeting.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic
transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.
Section 11.
Resignation.
Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation
shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified. A verbal resignation shall not be deemed effective until confirmed by the director in writing or by electronic transmission to
the Corporation.
Section 12.
Removal.
Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of
directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.
ARTICLE III
COMMITTEES
Section 1.
Committees of
the Board of Directors.
The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other
directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members
of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent
or disqualified member.
Section 2.
Conduct of
Business.
Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith,
except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which
event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.
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ARTICLE IV
OFFICERS
Section 1.
Generally.
The officers of the Corporation shall be elected annually by the Board of Directors and shall include a president and a secretary. The
Board of Directors, in its discretion, may also elect a treasurer, one or more vice presidents, assistant treasurers, assistant secretaries, and other officers. Any two or more offices may be held by the same person. Each officer shall hold office
until his or her successor is elected and qualified or until his or her earlier resignation or removal.
Section 2.
President.
The president shall have general supervision over the business of the Corporation and other duties incident to the office of
president, and any other duties as may be from time to time assigned to the president by the Board of Directors and subject to the control of the Board of Directors in each case. He or she shall have power to sign all stock certificates, contracts
and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.
Section 3.
Vice
President.
Each vice president shall have such powers and duties as may be delegated to him or her by the Board of Directors or the president.
One vice president shall be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.
Section 4.
Treasurer.
The Treasurer shall have the responsibility for maintaining the financial records of the Corporation. He or she shall make such
disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the
Board of Directors may from time to time prescribe.
Section 5.
Secretary.
The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of
Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.
Section 6.
Delegation of
Authority.
In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the president or the Board of
Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.
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Section 7.
Removal.
Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.
Section 8.
Action with
Respect to Securities of Other Entities.
Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall
have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders (or comparable holders of equity interests) of or with respect to any action of stockholders (or comparable holders of equity
interests) of any other corporation or other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other
corporation or other entity.
ARTICLE V
STOCK
Section 1.
Certificates
of Stock.
Shares of stock of the Corporation may, but need not be, represented by certificates. Each holder of stock represented by certificates
shall be entitled to a certificate signed by, or in the name of the Corporation by, any two authorized officers of the Corporation, including the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer, certifying the number of shares owned by him or her.
Section 2.
Transfers of
Stock.
Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer
agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstanding certificate, if one has been issued, for the number of shares
involved shall be surrendered for cancellation before a new certificate, if any, is issued therefor.
Section 3.
Record Date.
In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment
thereof, the Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date
shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board
of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as
that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 3 at the adjourned meeting.
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In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including
electronic transmission as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not
more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the DGCL, the record date
shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by the DGCL with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a
meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Section 4.
Lost, Stolen or
Destroyed Certificates.
In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.
Section 5.
Regulations.
The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of
Directors may establish.
ARTICLE VI
NOTICES
Section 1.
Notices.
If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at
such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the
manner provided in Section 232 of the DGCL.
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Section 2.
Waivers.
A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether
given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver.
ARTICLE VII
MISCELLANEOUS
Section 1.
Books and
Records.
Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books
of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can
be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224 of the DGCL. The Corporation shall so convert any records so kept upon the request of any
person entitled to inspect such records pursuant to applicable law.
Section 2.
Corporate Seal.
The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the
Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.
Section 3.
Reliance upon
Books, Reports and Records.
Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the
performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its
officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who
has been selected with reasonable care by or on behalf of the Corporation.
Section 4.
Fiscal Year.
The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.
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Section 5.
Checks,
Notes, Drafts, Etc.
All checks, notes, drafts, or other orders for the payment of money of the Corporation shall be signed, endorsed, or accepted in the
name of the Corporation by such officer, officers, person, or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.
Section 6.
Dividends.
Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock, unless otherwise provided by applicable law or the
Certificate of Incorporation.
Section 7.
Time Periods.
In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an
event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.
Section 8.
Conflict with
Applicable Law or Certificate of Incorporation.
These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with
any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.
ARTICLE VIII
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
Section 1.
Indemnification.
The Corporation shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable law as it presently exists or
may hereafter be amended, any person (an “Indemnitee”) who was or is made, or is threatened to be made, a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director or an officer of the Corporation or, while a director or an officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, trustee or
agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise (including, but not limited to, service with respect to employee benefit plans) (any such entity, an “Other Entity”), against all liability and loss suffered (including, but not limited to, expenses (including, but not limited to, attorneys’ fees and expenses), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection with such Proceeding); provided such Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the
best interest of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Notwithstanding the preceding sentence, the Corporation shall be required to indemnify an
Indemnitee in connection with a Proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such Proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors of the Corporation or the Proceeding
(or part thereof) relates to the enforcement of the Corporation’s obligations under this Article VIII, Section 1.
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Section 2.
Advancement of
Expenses.
The Corporation shall to the fullest extent not prohibited by applicable law pay, on an as-incurred basis, all expenses (including,
but not limited to attorneys’ fees and expenses) incurred by an Indemnitee in defending any proceeding in advance of its final disposition. Such advancement shall be unconditional, unsecured and interest free and shall be made without regard to
Indemnitee’s ability to repay any expenses advanced; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an unsecured undertaking
by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.
Section 3.
Claims.
If a claim for indemnification (following the final disposition of such proceeding) or advancement of expenses under this Article VIII
is not paid in full within sixty (60) days after a written claim therefor by the Indemnitee has been received by the Corporation, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall
be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or
advancement of expenses under applicable law.
Section 4.
Insurance.
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer,
trustee, employee, member or agent of the Corporation, or was serving at the request of the Corporation as a director, officer, trustee, employee, member or agent of an Other Entity, against any liability asserted against the person and incurred by
the person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII or the
DGCL.
Section 5.
Non-Exclusivity
of Rights.
The rights conferred on any Indemnitee by this Article VIII are not exclusive of other rights arising under any bylaw, agreement, vote
of directors or stockholders or otherwise, and shall inure to the benefit of the heirs and legal representatives of such Indemnitee.
Section 6.
Amounts
Received from an Other Entity.
Subject to Article VIII, Section 7, the Corporation’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who
was or is serving at the Corporation’s request as a director, officer, employee or agent of an Other Entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such Other Entity.
Section 7.
Amendment or
Repeal.
Any right to indemnification or to advancement of expenses of any Indemnitee arising hereunder shall not be eliminated or impaired by
an amendment to or repeal of this Article VIII after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit, proceeding or other matter for which indemnification or advancement
of expenses is sought.
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Section 8.
Other
Indemnification and Advancement of Expenses.
This Article VIII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to
advance expenses to persons other than Indemnitees when and as authorized by appropriate corporate action.
Section 9.
Reliance.
Indemnitees who after the date of the adoption of this Article VIII become or remain an Indemnitee described in Article VIII, Section
1 will be conclusively presumed to have relied on the rights to indemnity, advancement of expenses and other rights contained in this Article VIII in entering into or continuing the service. The rights to indemnification and to the advancement of
expenses conferred in this Article VIII will apply to claims made against any Indemnitee described in Article VIII, Section 1 arising out of acts or omissions that occurred or occur either before or after the adoption of this Article VIII in
respect of service as a director or officer of the Corporation or other service described in Article VIII.
Section 10.
Successful
Defense.
In the event that any proceeding to which an Indemnitee is a party is resolved in any manner other than by adverse judgment against
the Indemnitee (including, without limitation, settlement of such proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the merits or otherwise in such proceeding for
purposes of Section 145(c) of the DGCL. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
ARTICLE IX
AMENDMENTS
These Bylaws may be adopted, amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting. In
the case of any such amendment or repeal of Article VIII or any section thereof, the amendment or repeal shall be subject to Article VIII, Section 7.
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EX-4.2 — EXHIBIT 4.2
EX-4.2
Filename: ny20075902x2_ex4-2.htm · Sequence: 4
Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this “First
Supplemental Indenture”) dated as of June 11, 2026 between KalVista Pharmaceuticals, Inc., a Delaware corporation, as issuer (the “Company”)
and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).
W I T N E S S E T H :
WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of September 29, 2025 (the “Indenture”), relating to the Company’s 3.250% Convertible Senior Notes due 2031 (the “Notes”);
WHEREAS, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated April 29, 2026, 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, pursuant to which Purchaser will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving
corporation and a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement;
WHEREAS, subject to the Merger Agreement and the terms and conditions contained therein, at the effective time of the Merger (the “Effective Time”) each share of common stock of the Company, $0.001 par value per share (each a “Share” and, collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than certain
shares as set forth in the Merger Agreement) has been converted into the right to receive $27.00, net to the seller in cash, without interest and subject to any withholding of taxes (the “Merger Consideration”);
WHEREAS, the Merger constitutes a Merger Event, a Fundamental Change and a Make-Whole Fundamental Change under the Indenture;
WHEREAS, in connection with the foregoing, Section 4.07(a) of the Indenture provides that the Company shall execute a supplemental
indenture, without the consent of any Holders, providing that, at and after the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes
into Reference Property (as defined below);
WHEREAS, pursuant to Section 10.01(i) of the Indenture, the parties hereto are authorized to execute and deliver this First Supplemental
Indenture;
WHEREAS, in connection with the execution and delivery of this First Supplemental Indenture, the Trustee has received, and will
conclusively rely on, an Officers’ Certificate and an Opinion of Counsel as contemplated by Sections 4.07(b), 8.02, 10.06 and 11.04, of the Indenture; and
WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture and has satisfied all
requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
Defined Terms
Section 1.01. Defined Terms. A term defined
in the Indenture has the same meaning when used in this First Supplemental Indenture unless such term is otherwise defined herein or amended or supplemented pursuant to this First Supplemental Indenture. The words “herein,” “hereof,” “hereunder,”
and words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular.
ARTICLE II
Effect of Merger
Section 2.01. Conversion of Notes.
(i)
In accordance with Section 4.07(a) of the Indenture, the right to convert each $1,000 principal amount of Notes shall be changed into a right to
convert such principal amount of Notes into cash (the “Reference Property”) in an amount equal to $1,606.28, which is (x) the Conversion Rate in
effect immediately prior to the Merger, multiplied by (y) the Merger Consideration, rounded to the nearest cent. For the avoidance of doubt, a “unit of Reference Property,” as such phrase is used in the Indenture, shall mean $27.00 in cash.
(ii)
As a result of the Merger, a Make-Whole Fundamental Change has occurred under the Indenture. Accordingly, a Holder who converts its Notes in
connection with such Make-Whole Fundamental Change shall be entitled to receive cash equal to $1,739.78 per $1,000 principal amount of Notes, which is based on a Conversion Rate equal to (i) 59.4919 shares of Common Stock per $1,000
principal amount of Notes plus (ii) 4.9443 Additional Shares (which 4.9443 Additional Shares are payable as determined by reference to the table set forth in Section 4.04(f) of the Indenture based on (i) an Effective Date of June 11, 2026
and (ii) a Stock Price of $27.00 per share (being the Merger Consideration paid in the Merger)).
(iii)
Holders of Notes are entitled to convert the Notes (to the extent such conversion rights are provided for in the Indenture) only into the Reference
Property.
(iv)
The provisions of the Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the Holders’ right to convert the Notes into the Reference Property.
Section 2.02. Effectiveness. This First
Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee and as of the date hereof. The Trustee accepts the Indenture, as supplemented hereby, and agrees to perform the same upon the terms and
conditions set forth herein, as supplemented hereby.
ARTICLE III
Miscellaneous
Section 3.01. Provisions Binding on Company’s Successors.
All the covenants, stipulations, promises and agreements of the Company contained in this First Supplemental Indenture shall bind its successors and assigns whether so expressed or not.
Section 3.02. Official Acts by Successor Corporation.
Any act or proceeding by any provision of this First Supplemental Indenture authorized or required to be done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force and effect by the like
board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company.
Section 3.03. Waiver of Jury Trial. EACH OF
THE COMPANY, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE, THE
NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 3.04. Governing Law; Jurisdiction.
THIS FIRST SUPPLEMENTAL INDENTURE, THE INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS FIRST SUPPLEMENTAL INDENTURE, THE INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any
legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this First Supplemental Indenture or the Indenture may be brought in the courts of the State of New York
or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive
jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.
The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this First Supplemental Indenture or the Indenture brought in the courts of the State of New York or the courts of the United
States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum.
Section 3.05. Ratification of Indenture; Supplemental
Indentures Part of Indenture. Except as supplemented hereby, the Indenture, as amended and supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein provided.
Section 3.06. Benefits of First Supplemental Indenture.
Nothing in this First Supplemental Indenture, expressed or implied, shall give to any Person, other than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors
hereunder, any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture or the Indenture or any provision herein or therein contained.
Section 3.07. Counterparts. This First
Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this First Supplemental Indenture
and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all
purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. In furtherance of the foregoing, the words “execution”, “signed”, “signature”, “delivery” and words of like
import in or relating to any document to be signed in connection with this First Supplemental Indenture and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee, pursuant to
procedures approved by the Trustee. As used herein, “Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or
accept such contract or other record. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee, including without limitation the risk of the Trustee
acting on unauthorized instructions, and the risk of interception and misuse by third parties.
Section 3.08. Trustee Makes No Representation.
The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. The recitals and statements contained in this First Supplemental Indenture shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee is not charged with any knowledge of the Merger Agreement or any of the terms thereof.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date
first written above.
KALVISTA PHARMACEUTICALS, INC.
By:
/s/ Brian Piekos
Name: Brian Piekos
Title: Chief Financial Officer
(Signature Page to First Supplemental Indenture)
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:
/s/ Laurel Casasanta
Name: Laurel Casasanta
Title: Vice President
(Signature Page to First Supplemental Indenture)
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ny20075902x2_ex99-1.htm · Sequence: 5
Exhibit 99.1
Confidential
Chiesi Group Completes Acquisition of KalVista Pharmaceuticals
Positioned to Expand Patient Access and Accelerate Impact in Rare Diseases
Parma, Italy and Framingham, Mass., USA – 11 June, 2026 – Chiesi Group (“Chiesi”), an international research-focused biopharmaceutical group and certified B Corp, today announced the completion of its
acquisition of KalVista Pharmaceuticals, Inc. (“KalVista”). KalVista is now part of Chiesi Group and will contribute to the growth of the Rare Diseases business unit, focused on research, development and
commercialization of therapies for rare and ultra-rare conditions.
With the completion of the transaction, Chiesi assumed ownership of EKTERLY® (sebetralstat), the first and only oral, on-demand treatment for hereditary angioedema
(HAE) attacks in adults and adolescents aged 12 years and older. EKTERLY is already approved in the United States, United Kingdom, European Union, Japan and other regions, with ongoing studies exploring its use for treating HAE attacks in children
aged 2 to 11, and multiple regulatory applications under review in key global markets.
Completion of the Tender Offer and Transaction Details
On June 11, 2026, Chiesi successfully completed its tender offer for all outstanding shares of KalVista common stock for $27.00 per share in cash and accepted for payment all shares validly tendered and not validly
withdrawn as of the expiration time of the tender offer, which shares represented approximately 77.8% of KalVista’s outstanding shares. Following completion of the offer, Chiesi completed
its acquisition of KalVista through a merger of a wholly owned subsidiary of Chiesi with and into KalVista, in connection with which the outstanding shares of KalVista common stock were cancelled and converted into the right to receive the same
$27.00 per share in cash.
As a result of the merger, KalVista became a wholly owned subsidiary of Chiesi and KalVista’s common stock ceased trading on the Nasdaq Global Market. Additional details regarding the tender can be found in a form 8-K filed by KalVista today with
the Securities and Exchange Commission.
Advisors
Lazard served as exclusive financial advisor to Chiesi and Ropes & Gray LLP served as legal advisor. Centerview Partners LLC acted as financial advisor to KalVista and Kirkland & Ellis LLP and Fenwick & West LLP served as legal
advisors.
******
About EKTERLY® (sebetralstat)
EKTERLY (sebetralstat) is a novel plasma kallikrein inhibitor approved in the United States, European Union, United Kingdom, Switzerland, Australia, Singapore and Japan for the treatment of acute attacks of hereditary angioedema (HAE) in people 12
years of age and older. For more information, including the full US Prescribing Information, visit EKTERLY.com.
About Hereditary Angioedema
Hereditary angioedema (HAE) is a rare genetic disease resulting in deficiency or dysfunction in the C1 esterase inhibitor (C1INH) protein and subsequent uncontrolled activation of the kallikrein-kinin system. People living with HAE experience
painful and debilitating attacks of tissue swelling in various locations of the body that can be life-threatening depending on the area affected. Treatment guidelines recommend treating attacks as early as possible to prevent progression of swelling
and shorten the time to attack resolution, and to consider treatment for all attacks, regardless of anatomic location or severity.
About Chiesi Group
Chiesi is a research-oriented international biopharmaceutical group that develops and markets innovative therapeutic solutions in respiratory health, rare diseases, and specialty care. The company’s mission is to improve people’s quality of life
and act responsibly towards both the community and the environment.
By changing its legal status to a Benefit Corporation in Italy, the US, France and Colombia, Chiesi’s commitment to creating shared value for society as a whole is legally binding and central to company-wide decision-making. As a certified B Corp
since 2019, Chiesi is part of a global community of businesses that meet verified standards of social and environmental impact. The company aims to reach Net-Zero greenhouse gases (GHG) emissions by 2035.
With 90 years of experience, Chiesi is headquartered in Parma (Italy), with 31 affiliates worldwide, and counts more than 7,900 employees. The Group’s research and development centre in Parma works alongside 6 other important R&D hubs in
France, the US, Canada, China, the UK, and Sweden.
For more information, visit www.chiesi.com or the website of your local Chiesi affiliate.
About Chiesi Global Rare Diseases
Chiesi Global Rare Diseases is a business unit of the Chiesi Group established to deliver innovative therapies and solutions for people living with rare diseases. As a family business, Chiesi Group strives to create a world where it is common to
have therapy for all diseases and acts as a force for good, for society and the planet. The goal of the Global Rare Diseases unit is to ensure equal access so as many people as possible can experience their most fulfilling life. The unit collaborates
with the rare disease community around the globe to bring voice to underserved people in the health care system.
For more information, visit www.chiesirarediseases.com.
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 sebetralstat—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.
INDICATION AND IMPORTANT SAFETY INFORMATION
INDICATION
EKTERLY® (sebetralstat) is a plasma kallikrein inhibitor indicated for the treatment of acute attacks of hereditary angioedema (HAE) in adult and pediatric patients
aged 12 years and older.
IMPORTANT SAFETY INFORMATION
Adverse reactions: The most commonly reported adverse reaction was headache.
Drug interactions: EKTERLY is a substrate of CYP3A4. Concomitant use of EKTERLY with a strong CYP3A4 inhibitor increases sebetralstat exposure, which may increase the risk of sebetralstat adverse reactions.
Avoid use of EKTERLY with strong CYP3A4 inhibitors and reduce the dose of EKTERLY to one dose of 300 mg (one tablet) with moderate CYP3A4 inhibitors. Concomitant use of EKTERLY with a strong or moderate CYP3A4 inducer decreases sebetralstat exposure,
which may decrease efficacy. The use of EKTERLY with strong or moderate CYP3A4 inducers is not recommended.
Use in specific populations: Avoid use of EKTERLY in patients with severe hepatic impairment (Child-Pugh Class C). The recommended dosage of EKTERLY is one dose of 300 mg (one tablet) in patients with
moderate hepatic impairment (Child-Pugh Class B).
There are no available data on EKTERLY in pregnant women to evaluate for a drug-associated risk of major birth defects, miscarriage, or other adverse maternal or fetal outcomes. There are no data on the presence of sebetralstat or its metabolite
in human milk, the effects on the breastfed infant, or the effects on milk production.
The safety and effectiveness of EKTERLY in pediatric patients aged under 12 years of age have not been established.
To report SUSPECTED ADVERSE REACTIONS, contact KalVista Pharmaceuticals, Inc. at 1-855-258-4782 or FDA at 1-800-FDA-1088 or www.fda.gov/medwatch.
Please see full Prescribing Information.
FORWARD-LOOKING STATEMENT
This communication contains forward-looking statements related to Chiesi and KalVista. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “target,” “seek,” “believe,” “project,” “estimate,”
“expect,” “position,” “strategy,” “future,” “likely,” “may,” “should,” “will” or the negative of these terms or similar references to future periods, although not all forward-looking statements contain these words. In this communication,
forward-looking statements include statements about the post-closing operations and the outlook for the parties’ businesses, including, without limitation, the ability to commercialize current and future product candidates (including further
commercialization of EKTERLY). Forward-looking statements are subject to certain risks, uncertainties or other factors that are difficult to predict, and could cause actual events or results to differ materially from those currently indicated in any
such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: the effects of the
transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of U.S. Food and Drug Administration approvals or actions, if any; the impact of competitive products
and pricing; the risk that the businesses will not be integrated successfully and that Chiesi may not realize the potential benefits of the transactions; other business effects, including the effects of industry, economic or political conditions
outside of the companies’ control; actual or contingent liabilities; the success of the parties’ efforts to commercialize EKTERLY, including revenues from sales of EKTERLY; the ability to successfully obtain additional foreign regulatory approvals
for sebetralstat; expectations about the safety and efficacy of sebetralstat; and expectations regarding market adoption and utilization trends.
You should not place undue reliance on these statements. All forward-looking statements are based on information currently available to Chiesi and KalVista, and Chiesi and KalVista disclaim any obligation to update the information contained in
this communication as new information becomes available.
Press Info:
Chiesi Group Contacts:
Anna Bonisoli Alquati, Head of Global External Communications: mediarelations@chiesi.com
Chiara Travagin, Head of Global Communications, Rare: mobile +39 348.8818985, e-mail: c.travagin@chiesi.com
Michela Lijoi, Global External Communications Sr. Manager: mobile +39 328.6353044, e-mail: m.lijoi@chiesi.com
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