Chiesi files $27 cash tender offer to acquire KalVista, followed by merger

### SC TO-T - SC TO-T
SC TO-T
1
ny20071872x1_sctot.htm
SC TO-T

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

KALVISTA PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer))
Skyline Merger Sub, Inc.

(Offeror)

A Wholly Owned Subsidiary of
CHIESI FARMACEUTICI S.P.A.

(Parent of Offeror)
Common Stock par value $0.001 per share

(Title of Class of Securities)
483497103

(CUSIP Number of Class of Securities)
Michael R. Gordon

Executive Vice President and Group General Counsel

Chiesi Farmaceutici S.p.A.

Via Palermo 26/A

43122 Parma, Italy

+39 0521 2791
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Zachary Blume

Ropes & Gray LLP

800 Boylston Street, Prudential Tower

Boston, MA 02199

Telephone: (617) 951-7000

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| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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| Check the appropriate boxes below to designate any transactions to which the statement relates:
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| Third-party tender offer subject to Rule 14d-1.
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| Issuer tender offer subject to Rule 13e-4.
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| Going-private transaction subject to Rule 13e-3.
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| Amendment to Schedule 13D under Rule 13d-2.
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| Check the following box if the filing is a final amendment reporting the results of the tender offer:    ☐
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| If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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| Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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| Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “ Schedule TO ”) is filed by Skyline Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni (“ Parent ”). This Schedule TO relates to the offer by Purchaser to acquire all of the outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2026 (together with any amendments, supplements or modifications thereto, the “ Offer to Purchase ”) and in the accompanying Letter of Transmittal (together with any amendments, supplements or modifications thereto, the “ Letter of Transmittal ”), copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.
The Agreement and Plan of Merger, dated April 29, 2026 (as it may be amended from time to time, the “ Merger Agreement ”), by and among Parent, Purchaser, the Company, and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales (“ KalVista UK ”), a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4, 5, 6 and 11 of this Schedule TO.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Item 1.

| Summary Term Sheet.
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The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2.

| Subject Company Information.
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(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is KalVista Pharmaceuticals, Inc., a Delaware corporation. The Company’s principal executive offices are located at 200 Crossing Boulevard, Framingham, Massachusetts 01702. The Company’s telephone number is 857-999-0075.
(b) This Schedule TO relates to the outstanding Shares. The Company has advised Purchaser and Parent that, as of the close of business on May 6, 2026 (the “ Capitalization Date ”), there were (i) 53,240,888 Shares issued and outstanding and no Shares held by the Company as treasury Shares; (ii) 5,000,000 Shares authorized as preferred stock, of which no Shares are outstanding; (iii) 4,789,390 Shares issuable upon the exercise of outstanding options to purchase Shares; (iv) 3,686,552 Shares issuable upon the vesting or settlement or outstanding restricted stock units; (v) 46,104 Shares subject to outstanding purchase rights under the Company’s 2017 Employee Stock Purchase Plan (assuming a purchase price equal to the fair market value of a Share on the first day of the current offering period); (vi) 1,630,000 Shares issuable upon the exercise of any outstanding warrants issued by the Company; and (vii) 8,551,960 Shares reserved for future issuance upon conversion of the convertible senior notes issued under the Convertible Senior Notes Indenture.
(c) The information set forth in Section 6 (entitled “Price Range of Shares; Dividends on the Shares”) of the Offer to Purchase is incorporated herein by reference.
Item 3.

| Identity and Background of the Filing Person.
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(a) - (c)This Schedule TO is filed by Purchaser and Parent. The information set forth in Section 8 (entitled “Certain Information Concerning Parent, Purchaser and Valline”) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.

Item 4.

| Terms of the Transaction.
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(a)(1)(i) - (viii), (xii), (a)(2)(i) - (iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| the “Summary Term Sheet”
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| the “Introduction”
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| Section 1 — “Terms of the Offer”
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| Section 2 — “Acceptance for Payment and Payment for Shares”
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| Section 3 — “Procedures for Accepting the Offer and Tendering Shares”
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| Section 4 — “Withdrawal Rights”
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| Section 5 — “Material U.S. Federal Income Tax Considerations”
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| Section 11 — “The Merger Agreement; Other Agreements”
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| Section 12 — “Purpose of the Offer; Plans for the Company”
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| Section 13 — “Certain Effects of the Offer”
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| Section 15 — “Conditions of the Offer”
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| Section 16 — “Certain Legal Matters; Regulatory Approvals”
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| Section 17 — “Appraisal Rights”
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| Section 19 — “Miscellaneous”
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(a)(1)(ix) — (xi), (a)(2)(v) — (vi) Not applicable.
Item 5.

| Past Contacts, Transactions, Negotiations and Agreements.
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(a), (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| the “Summary Term Sheet”
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| the “Introduction”
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| Section 8 — “Certain Information Concerning Parent, Purchaser and Valline”
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| Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company”
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| Section 11 — “The Merger Agreement; Other Agreements”
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| Section 12 — “Purpose of the Offer; Plans for the Company”
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| Schedule I
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Item 6.

| Purposes of the Transaction and Plans or Proposals.
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(a), (c)(1) - (7) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| the “Summary Term Sheet”
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| the “Introduction”
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| Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company”
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| Section 11 — “The Merger Agreement; Other Agreements”
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| Section 12 — “Purpose of the Offer; Plans for the Company”
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| Section 13 — “Certain Effects of the Offer”
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| Schedule I
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Item 7.

| Source and Amount of Funds or Other Consideration.
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(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| the “Summary Term Sheet”
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| Section 9 — “Source and Amount of Funds”
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(b), (d) Not applicable.
Item 8.

| Interest in Securities of the Subject Company.
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(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| the “Summary Term Sheet”
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| Section 8 — “Certain Information Concerning Parent, Purchaser and Valline”
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| Section 11 — “The Merger Agreement; Other Agreements”
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| Section 12 — “Purpose of the Offer; Plans for the Company”
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| Schedule I
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(b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| Section 8 — “Certain Information Concerning Parent, Purchaser and Valline”
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| Schedule I
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Item 9.

| Persons/Assets, Retained, Employed, Compensated or Used.
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(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| the “Summary Term Sheet”
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| Section 3 — “Procedures for Accepting the Offer and Tendering Shares”
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| Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company”
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| Section 18 — “Fees and Expenses”
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Item 10.

| Financial Statements.
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Not applicable.
Item 11.

| Additional Information.
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(a)(1) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| Section 8 — “Certain Information Concerning Parent, Purchaser and Valline”
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| Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company”
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| Section 11 — “The Merger Agreement; Other Agreements”
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| Section 12 — “Purpose of the Offer; Plans for the Company”
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(a)(2) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| Section 12 — “Purpose of the Offer; Plans for the Company”
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| Section 15 — “Conditions of the Offer”
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| Section 16 — “Certain Legal Matters; Regulatory Approvals”
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(a)(3) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| Section 15 — “Conditions of the Offer”
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| Section 16 — “Certain Legal Matters; Regulatory Approvals”
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(a)(4) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| Section 13 — “Certain Effects of the Offer”
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(a)(5) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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| Section 16 — “Certain Legal Matters; Regulatory Approvals”
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(c)

| The information set forth in the Offer to Purchase is incorporated herein by reference.
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Item 12.

| Exhibits.
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Exhibit
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| Description
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(a)(1)(A)
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| Offer to Purchase, dated May 13, 2026.*
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(a)(1)(B)
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| Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*
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(a)(1)(C)
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| Notice of Guaranteed Delivery, dated May 13, 2026.*
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(a)(1)(D)
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| Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
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| Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(F)
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| Summary Advertisement, published in the New York Times on May 13, 2026.*
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(a)(5)(A)
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| Joint Press Release issued by Parent and the Company on April 29, 2026 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Parent on May 5, 2026).
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(a)(5)(B)
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| LinkedIn Post made by Parent on April 29, 2026 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Parent on May 5, 2026).
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(a)(5)(C)
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| LinkedIn Carousel Post made by Parent on April 29, 2026 (incorporated by reference to Exhibit 99.3 to the Schedule TO-C filed by Parent on May 5, 2026).
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(a)(5)(D)
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| LinkedIn Post made by Giacomo Chiesi on April 29, 2026 (incorporated by reference to Exhibit 99.4 to the Schedule TO-C filed by Parent on May 5, 2026).
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(b)
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| Not applicable.
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(d)(1)
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| Agreement and Plan of Merger, dated April 29, 2026, by and among Parent, Purchaser, the Company and KalVista UK (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on April 29, 2026 (File No. 001-36830)).
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(d)(2)
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| Mutual Confidentiality Agreement, dated January 23, 2026, by and between Parent and the Company.*
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(d)(3)
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| First Amendment to Mutual Confidentiality Agreement, dated February 27, 2026, by and between Parent and the Company.*
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(g)
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| Not applicable.
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(h)
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| Not applicable.
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107
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| Filing Fee Table.*
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*

| Filed herewith.
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SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

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| Skyline Merger Sub, Inc.
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Date: May 13, 2026
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| By:
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| /s/ John Hess
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| Name: John Hess
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| Title: President and Secretary
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| Chiesi Farmaceutici S.p.A.
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| By:
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| /s/ Giacomo Chiesi
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| Name: Giacomo Chiesi
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| Title: Director
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### EX-99.A1A - EXHIBIT (A)(1)(A)
EX-99.A1A
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ny20071872x1_exa1a.htm
EXHIBIT (A)(1)(A)

TABLE OF CONTENTS
Exhibit (a)(1)(A)
Offer to Purchase

All Outstanding Shares of Common Stock

of

KALVISTA PHARMACEUTICALS, INC.

at

$27.00 per share, net to the seller in cash, without interest and subject to any withholding of taxes

by

SKYLINE MERGER SUB, INC.,

a wholly owned subsidiary of

CHIESI FARMACEUTICI S.P.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON JUNE 10, 2026, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

Skyline Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni (“ Parent ”), is offering to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in this Offer to Purchase (this “ Offer to Purchase ”), in the accompanying Letter of Transmittal (the “ Letter of Transmittal ”) and the other exhibits to the Tender Offer Statement on Schedule TO (the “ Schedule TO ” which, collectively with the Offer to Purchase and the Letter of Transmittal, each as may be amended, supplemented or modified from time to time, collectively constitute the “ Offer ”).
The Offer is being made pursuant to the Agreement and Plan of Merger, dated April 29, 2026 (as it may be amended, modified or supplemented from time to time, the “ Merger Agreement ”), by and among the Company, Parent, Purchaser and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales (“ KalVista UK ”), pursuant to which, as soon as practicable following consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “ DGCL ”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “ Surviving Corporation ”) and becoming a wholly owned subsidiary of Parent (the “ Merger ”). In the Merger, each Share outstanding immediately prior to the effective time of the Merger (the “ Effective Time ”) (other than (i) any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury), (ii) any Shares held immediately prior to the Effective Time by Parent or Purchaser or any other direct or indirect wholly owned subsidiary of Parent or Purchaser (including, for the avoidance of doubt, any Shares acquired by Purchaser in the Offer) (see Section 8 - “Certain Information Concerning Parent, Purchaser and Valline”), and (iii) any Shares held by Company stockholders who are entitled to appraisal rights and who have properly exercised and perfected their statutory rights of appraisal pursuant to, and who comply in all respects with, Section 262 of the DGCL and who, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL with respect to such Shares (the “ Dissenting Shares ”)) will be converted into the right to receive the Offer Price, without interest, from Purchaser (the “ Merger Consideration ”), less any withholding of applicable taxes.
Under no circumstances will interest be paid on the purchase price for the Shares accepted for payment in the Offer, including by reason of any extension of the Offer or any delay in making payment for Shares.
The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction or, to the extent waivable by Purchaser or Parent, waiver by Purchaser or Parent, of, among other conditions: (1) the Minimum Condition (as defined below in Section 15 - “Conditions of the Offer”) and (2) the Regulatory Condition (as defined below in Section 15 - “Conditions of the Offer”). The Offer also is subject to other customary conditions as set forth in this Offer to Purchase. See Section 15 - “Conditions of the Offer.” There is no financing condition to the Offer.
The board of directors of the Company (the “Company Board”) has unanimously: (1) determined that the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger, the “Transactions”), are fair to, and in the best interest of, the Company and its stockholders; (2) declared it advisable to enter into the Merger Agreement; (3) approved the execution, delivery and performance by the

TABLE OF CONTENTS
Company of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger; (4) resolved that the Merger shall be effected under Section 251(h) of the DGCL; and (5) resolved to recommend that the Company’s stockholders tender their Shares to Purchaser pursuant to the Offer; in each case, on the terms and subject to the conditions of the Merger Agreement.
THE COMPANY BOARD HAS UNANIMOUSLY RESOLVED TO RECOMMEND THAT YOU TENDER ALL OF YOUR SHARES TO PURCHASER PURSUANT TO THE OFFER.
A summary of the principal terms and conditions of the Offer appears in the “Summary Term Sheet” beginning on page i of this Offer to Purchase. You should read this entire document carefully before deciding whether to tender your Shares in the Offer.
NEITHER THE OFFER NOR THE MERGER HAS BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR THE MERGER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE.
May 13, 2026

TABLE OF CONTENTS
IMPORTANT
If you wish to tender all or any portion of your Shares to Purchaser pursuant to the Offer, you must either (i) complete and sign the Letter of Transmittal that accompanies this Offer to Purchase in accordance with the instructions contained in the Letter of Transmittal and mail or deliver the Letter of Transmittal and all other required documents to the Depositary (as defined below in the “Summary Term Sheet”) together with certificates representing the Shares tendered, or prepare an Agent’s Message (as defined below in the “Summary Term Sheet”) by following the procedure for book-entry transfer set forth below in Section 3 - “Procedures for Accepting the Offer and Tendering Shares,” in each case, prior to one minute following 11:59 p.m., Eastern Time, on June 10, 2026 (such time and date, the “ Expiration Date ,” unless the expiration of the Offer is extended to a subsequent date and time in accordance with the terms of the Merger Agreement, in which event the term “Expiration Date” means such subsequent date and time), (ii) follow the procedures for guaranteed delivery set forth in Section 3 - “Procedures for Accepting the Offer and Tendering Shares,” or (iii) request that your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your Shares to Purchaser before the Expiration Date.
Unless you use the guaranteed delivery procedures described in Section 3, the Letter of Transmittal, the certificates for the Shares and any other required documents must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase before the Expiration Date.
Questions and requests for assistance should be directed to the Information Agent (as defined below in the “Summary Term Sheet”) at the address and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal, the notice of guaranteed delivery and other materials related to the Offer also may be obtained at our expense from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other materials related to the Offer may be found at www.sec.gov. You also may contact your broker, dealer, commercial bank, trust company or other nominee for assistance.
This Offer to Purchase and the related Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer.

TABLE OF CONTENTS
TABLE OF CONTENTS

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| PAGE
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SUMMARY TERM SHEET
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| i
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INTRODUCTION
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THE TENDER OFFER
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| Terms of the Offer
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| Acceptance for Payment and Payment for Shares
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| Procedures for Accepting the Offer and Tendering Shares
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| Withdrawal Rights
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| 5.
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| Material U.S. Federal Income Tax Considerations
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| Price Range of Shares; Dividends on the Shares
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| Certain Information Concerning the Company
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| Certain Information Concerning Parent, Purchaser and Valline
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| Source and Amount of Funds
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| Background of the Offer; Past Contacts or Negotiations with the Company
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| The Merger Agreement; Other Agreements
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| Purpose of the Offer; Plans for the Company
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| Certain Effects of the Offer
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| Dividends and Distributions
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| Conditions of the Offer
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| Certain Legal Matters; Regulatory Approvals
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| Appraisal Rights
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| Fees and Expenses
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SUMMARY TERM SHEET
Skyline Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni (“ Parent ”), is offering to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in this Offer to Purchase (this “ Offer to Purchase ”), in the accompanying Letter of Transmittal (the “ Letter of Transmittal ”) and the other exhibits to the Tender Offer Statement on Schedule TO (the “ Schedule TO ” which, collectively with the Offer to Purchase and the Letter of Transmittal, each as may be amended, supplemented or modified from time to time, collectively constitute the “ Offer ”).
The information contained in this Summary Term Sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the Letter of Transmittal and other related materials. You are urged to read carefully this Offer to Purchase, the Letter of Transmittal and other related materials in their entirety. This Summary Term Sheet includes cross-references to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned below. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below). The information concerning the Company contained in this Summary Term Sheet and elsewhere in this Offer to Purchase has been provided to Parent and Purchaser by the Company or has been taken from, or is based upon, publicly available documents or records of the Company on file with the Securities and Exchange Commission (the “ SEC ”) or other public sources at the time of the Offer. Parent and Purchaser have not independently verified the accuracy and completeness of such information.

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Securities Sought
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| Subject to certain conditions, including the satisfaction of the Minimum Condition (as defined below in Section 15 - “Conditions of the Offer”), all of the outstanding Shares.
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Price Offered Per Share
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| $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “ Offer Price ”).
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Scheduled Expiration of Offer
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| One minute following 11:59 p.m., Eastern Time, on June 10, 2026, unless the Offer is extended or terminated. See Section 1 - “Terms of the Offer.”
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Purchaser
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| Skyline Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent. Valline S.r.l., a privately-held company formed under the laws of Italy (“ Valline ”), holds 76% of the share capital of Parent.
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Company Board Recommendation
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| The board of directors of the Company (the “ Company Board ”) has unanimously: (1) determined that the Merger Agreement (as defined below) and the transactions contemplated thereby (including the Offer and the Merger (as defined below), the “ Transactions ”), are fair to, and in the best interest of, the Company and its stockholders; (2) declared it advisable to enter into the Merger Agreement; (3) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger; (4) resolved that the Merger shall be effected under Section 251(h) of the DGCL (as defined below); and (5) resolved to recommend that the Company’s stockholders tender their Shares to Purchaser pursuant to the Offer; in each case, on the terms and subject to the conditions of the Merger Agreement.
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Who is offering to buy my securities?
Skyline Merger Sub, Inc. is offering to buy all outstanding Shares in exchange for the Offer Price. Skyline Merger Sub, Inc. was formed solely for the purpose of facilitating an acquisition of the Company by Parent pursuant to the Agreement and Plan of Merger, dated as of April 29, 2026 (as may be amended, supplemented or modified

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from time to time, the “ Merger Agreement ”), by and among Purchaser, Parent, the Company and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales (“ KalVista UK ”). See the “Introduction” to this Offer to Purchase and Section 11 - “The Merger Agreement; Other Agreements.”
Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Purchaser and, where appropriate, Parent. We use the term “Purchaser” to refer to Skyline Merger Sub, Inc. alone, the term “Parent” to refer to Chiesi Farmaceutici S.p.A. alone and the term “the Company” to refer to KalVista Pharmaceuticals, Inc.
See Section 8 - “Certain Information Concerning Parent, Purchaser and Valline.”
What is the class and amount of securities sought pursuant to the Offer?
Purchaser is offering to purchase all of the outstanding Shares on the terms and subject to the conditions set forth in this Offer to Purchase. In this Offer to Purchase, we use the term “Offer” to refer to this offer and the term “Shares” to refer to the Shares that are the subject of the Offer.
See the “Introduction” to this Offer to Purchase and Section 1 - “Terms of the Offer.”
Why are you making the Offer?
We are making the Offer because we want to acquire control of, and ultimately the entire equity interest in, the Company. Following the consummation of the Offer, we intend to complete the Merger (as defined below) as soon as practicable. Upon completion of the Merger, the Company will become a wholly owned subsidiary of Parent. In addition, after completion of the Merger we intend to cause the Shares to be delisted from The Nasdaq Global Market (“ Nasdaq ”) and deregistered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).
See Section 12 - “Purpose of the Offer; Plans for the Company.”
Who can participate in the Offer?
The Offer is open to all record holders and beneficial owners of Shares.
How much are you offering to pay?
Purchaser is offering to pay $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “ Offer Price ”).
See the “Introduction” to this Offer to Purchase.
Will I have to pay any fees or commissions?
If you are the holder of record of your Shares and you directly tender your Shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Shares through a broker or other nominee, and your broker or other nominee tenders your Shares on your behalf, your broker or other nominee may charge you a fee for doing so. You should consult your broker or other nominee to determine whether any charges will apply.
See the “Introduction” to this Offer to Purchase and Section 18 - “Fees and Expenses.”
Is there an agreement governing the Offer?
Yes. The Company, Parent, Purchaser and KalVista UK have entered into the Merger Agreement. The Merger Agreement contains the terms and conditions of the Offer and the subsequent merger of Purchaser with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent, in accordance with Section 251(h) of the DGCL and on the terms and subject to the conditions set forth in the Merger Agreement, if the Offer is completed (such merger, the “ Merger ”).
See Section 11 - “The Merger Agreement; Other Agreements” and Section 15 - “Conditions of the Offer.”

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Will the Purchaser have the financial resources to pay for all of the Shares that it is offering to purchase pursuant to the Offer?
Yes. We estimate that we will need approximately $2.0 billion to purchase all of the Shares pursuant to the Offer and to complete the Merger and to pay estimated related transaction fees and expenses, if necessary. Parent will provide us with sufficient funds to purchase all Shares validly tendered (and not validly withdrawn) in the Offer and to provide funding for the Merger. Parent will have available to it, through a variety of sources, including balance sheet cash on hand and debt financing, funds necessary to satisfy all of Purchaser’s payment obligations under the Merger Agreement and resulting from the Transactions. The Offer is not conditioned upon Parent’s or Purchaser’s ability to finance the purchase of the Shares pursuant to the Offer.
See Section 9 - “Source and Amount of Funds.”
Is Purchaser’s financial condition relevant to my decision to tender my Shares in the Offer?
No. We do not think Purchaser’s financial condition is relevant to your decision whether to tender Shares and accept the Offer because:
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| the Offer is being made for all outstanding Shares solely for cash;
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| through Parent, we will have sufficient funds available to purchase all Shares validly tendered (and not validly withdrawn) in the Offer and, if we consummate the Offer and the Merger, all Shares converted into the right to receive the Offer Price in the Merger;
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| the Offer and the Merger are not subject to any financing or funding condition.
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See Section 9 - “Source and Amount of Funds” and Section 11 - “The Merger Agreement; Other Agreements.”
Is there a minimum number of Shares that must be tendered in order for you to purchase any securities?
Yes. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to various conditions set forth in Section 15 - “Conditions of the Offer,” including, among other conditions, the Minimum Condition. The “Minimum Condition” means that there shall have been validly tendered (and not validly withdrawn) Shares that, considered together with all other Shares (if any) beneficially owned by Parent and its affiliates, including Purchaser (see Section 8 - “Certain Information Concerning Parent, Purchaser and Valline”), represent one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as defined by Section 251(h)(6)(f) of the DGCL). See Section 15 - “Conditions of the Offer.”
How long do I have to decide whether to tender my Shares in the Offer?
You will have until one minute following 11:59 p.m., Eastern Time, on June 10, 2026 (such time and date, the “ Expiration Date ,” unless Purchaser shall have extended the period during which the Offer is open in accordance with the Merger Agreement, in which event the “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire) to tender your Shares in the Offer. In addition, if, pursuant to the Merger Agreement, we decide to, or are required to, extend the Offer as described below, you will have an additional period of time to tender your Shares. If you cannot deliver everything that is required in order to make a valid tender in accordance with the terms of the Offer by the Expiration Date, you may be able to use a guaranteed delivery procedure which is described in Section 3 - “Procedures for Accepting the Offer and Tendering Shares.”
See Section 1 - “Terms of the Offer” and Section 3 - “Procedures for Accepting the Offer and Tendering Shares.”
Can the Offer be extended and under what circumstances?
Yes. The Merger Agreement contains provisions that govern the circumstances under which Purchaser is required or permitted to extend the Offer and under which Parent is required to cause Purchaser to extend the Offer. Specifically, the Merger Agreement provides:
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| if, at the then scheduled Expiration Date, any Offer Condition (as defined below in Section 15 - “Conditions of the Offer”) has not been satisfied or waived by Purchaser or Parent (to the extent waivable
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by Purchaser or Parent), Purchaser may, in its discretion (and without the consent of the Company or any other person) extend the Offer on one or more occasions, for additional periods of up to ten business days per extension, to permit such Offer Condition to be satisfied;
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| Purchaser shall extend the Offer for (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof, or Nasdaq applicable to the Offer; and (B) one or more consecutive increments of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “ HSR Act ”), any foreign Antitrust Law and any Foreign Investment Law has expired or been terminated; and
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| if, as of the then scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived (to the extent waivable by Purchaser or Parent), at the written request of the Company, Purchaser shall extend the Offer on one or more occasions for consecutive increments of such duration as requested by the Company, but not more than ten business days per extension, to permit such Offer Condition to be satisfied;
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provided, however , that in no event will Purchaser (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of the Merger Agreement in compliance with its terms, and (y) the End Date (as defined below in Section 11 - The Merger Agreement; Other Agreements -Termination) (such earlier occurrence, the “ Extension Deadline ”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company, and provided , further , however , that if at any then-scheduled Expiration Date all of the Offer Conditions other than the Minimum Condition and any other conditions that by their nature are to be satisfied at the Offer Acceptance Time have been satisfied or waived and the Minimum Condition has not been satisfied, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, extend the Offer on more than three occasions in consecutive periods of up to ten business days each.
Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company.
See Section 1 - “Terms of the Offer” and Section 11 - “The Merger Agreement; Other Agreements.”
Will there be a subsequent offering period?
No, the Merger Agreement does not permit a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act without the prior written consent of the Company.
See Section 1 - “Terms of the Offer.”
How will I be notified if the Offer is extended?
If we extend the Offer, we will inform Equiniti Trust Company, LLC, which is the depositary for the Offer (the “ Depositary ”), of any extension, and will issue a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the business day after the previously scheduled Expiration Date.
See Section 1 - “Terms of the Offer.”
What are the most significant conditions to the Offer?
The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction or, to the extent waivable by Purchaser or Parent, waiver by Purchaser or Parent, of a number of conditions by one minute following 11:59 p.m., Eastern Time, on the Expiration Date of the Offer, including, among other conditions:
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| the Minimum Condition (as defined below in Section 15 - “Conditions of the Offer”);
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| the Order Condition (as defined below in Section 15 - “Conditions of the Offer”);
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| the Regulatory Condition (as defined below in Section 15 - “Conditions of the Offer”);
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| the Representations Condition (as defined below in Section 15 - “Conditions of the Offer”); and
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| the Merger Agreement shall not have been terminated in accordance with its terms (the “ Termination Condition ”).
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The above Offer Conditions are further described, and other Offer Conditions are described, below in Section 15 - “Conditions of the Offer.” The Offer is not subject to any financing condition.
How do I tender my Shares?
If you hold your Shares directly as the registered owner and such Shares are represented by stock certificates or book entry at the agent, you may tender your Shares in the Offer by delivering the certificates representing your Shares (if applicable), together with a properly completed and signed Letter of Transmittal and any other documents required by the Letter of Transmittal (or in the case of a book-entry transfer, an Agent’s Message (as defined below in Section 2 - “Acceptance for Payment and Payment for Shares”) in lieu of the Letter of Transmittal and such other documents), to the Depositary, not later than the Expiration Date. If you hold your Shares through a bank or broker and they are represented by book-entry positions, you may follow the procedures for book-entry transfer set forth below in Section 3 - “Procedures for Accepting the Offer and Tendering Shares” of this Offer to Purchase, not later than the Expiration Date. The Letter of Transmittal is enclosed with this Offer to Purchase.
If you cannot deliver everything that is required in order to make a valid tender in accordance with the terms of the Offer by the Expiration Date, you may be able to gain some extra time by having a broker, a bank or other fiduciary that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed notice of guaranteed delivery (the “ Notice of Guaranteed Delivery ”). For the tender to be valid, however, the Depositary must receive the missing items within one trading day after the execution of such Notice of Guaranteed Delivery. See Section 3 - “Procedures for Accepting the Offer and Tendering Shares.”
For Company stockholders who are registered holders, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees and any other documents required by the Letter of Transmittal (or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal and such other documents) must be received by the Depositary prior to the Expiration Date. Company stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect, unless tendered pursuant to the guaranteed delivery procedures set forth herein.
If you hold your Shares in street name through a broker, dealer, commercial bank, trust company or other nominee, you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details.
See Section 3 - “Procedures for Accepting the Offer and Tendering Shares.”
If I accept the Offer, how will I get paid?
If the conditions are satisfied and we accept your validly tendered Shares for payment, payment will be made by deposit of the aggregate Merger Consideration for the Shares accepted in the Offer with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting payments, less any withholding of taxes, to tendering stockholders whose Shares have been accepted for payment. See Section 3 - “Procedures for Accepting the Offer and Tendering Shares.”
Until what time may I withdraw previously tendered Shares?
You may withdraw your previously tendered Shares at any time until the Expiration Date. In addition, if we have not accepted your Shares for payment within 60 days of commencement of the Offer, you may withdraw them at any time after July 12, 2026, the 60th day after commencement of the Offer, until we accept your Shares for payment, pursuant to Section 14(d)(5) of the Exchange Act.
See Section 4 - “Withdrawal Rights.”
How do I withdraw previously tendered Shares?
To withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, banker or other nominee, you must instruct the broker, banker or other nominee to arrange for the withdrawal of your Shares.
See Section 4 - “Withdrawal Rights.”

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Has the Offer been approved by the Company Board?
Yes. The Company Board has unanimously: (1) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders; (2) declared it advisable to enter into the Merger Agreement; (3) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger; (4) resolved that the Merger shall be effected under Section 251(h) of the DGCL; and (5) resolved to recommend that the Company’s stockholders tender their Shares to Purchaser pursuant to the Offer; in each case, on the terms and subject to the conditions of the Merger Agreement.
Descriptions of the reasons for the Company Board’s recommendation and approval of the Offer are set forth in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “ Schedule 14D-9 ”), which is being sent to you. Stockholders of the Company should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 thereof under the sub-headings “Background of the Offer and the Merger” and “Reasons for Recommendation.”
If Shares tendered pursuant to the Offer are purchased by Purchaser, will the Company continue as a public company?
No. We expect to complete the Merger as soon as practicable following the consummation of the Offer. Once the Merger takes place, the Company will be a wholly owned subsidiary of Parent. Following the Merger, we will cause the Shares to be delisted from Nasdaq and deregistered under the Exchange Act.
See Section 13 - “Certain Effects of the Offer.”
Will a meeting of the Company’s stockholders be required to approve the Merger?
No. Section 251(h) of the DGCL provides that, unless expressly required by its certificate of incorporation, no vote of stockholders will be necessary to authorize the merger of a constituent corporation which has a class or series of stock listed on a national securities exchange or held of record by more than 2,000 holders immediately prior to the execution of the applicable agreement of merger by such constituent corporation if, subject to certain statutory provisions:
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| an acquiring corporation consummates a tender offer for all of the outstanding stock of such constituent corporation on the terms provided in such agreement of merger that, absent the provisions of Section 251(h) of the DGCL, would be entitled to vote on the adoption or rejection of the agreement of merger; provided, however, that such tender offer may be conditioned on the tender of a minimum number or percentage of shares of the stock of such constituent corporation, or any class or series thereof, and such offer may exclude any excluded stock (as defined in the DGCL);
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| immediately following the consummation of the tender offer, the stock that the acquiring corporation irrevocably accepts for purchase, together with the stock otherwise owned by the acquiring corporation or its affiliates, equals at least the percentage of shares of each class of stock of such constituent corporation that would otherwise be required to adopt the agreement of merger for such constituent corporation;
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| the acquiring corporation merges with or into such constituent corporation pursuant to such agreement of merger; and
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| each outstanding share (other than shares of excluded stock) of each class or series of stock of the constituent corporation that is the subject of and not irrevocably accepted for purchase in the offer is converted in such merger into, or into the right to receive, the same amount and type of consideration in the merger as was payable in the tender offer.
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If the conditions of the Offer and the Merger are satisfied or waived (to the extent waivable), we are required by the Merger Agreement to effect the Merger pursuant to Section 251(h) of the DGCL without a meeting of the Company’s stockholders and without a vote or any further action by the Company’s stockholders.

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If I do not tender my Shares but the Offer is consummated, what will happen to my Shares?
If the Offer is consummated and there are no legal restraints preventing or prohibiting the Merger, Purchaser is required under the Merger Agreement to effect the Merger pursuant to Section 251(h) of the DGCL. In the Merger, each Share outstanding immediately prior to the Effective Time (other than (i) any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury), (ii) any Shares held immediately prior to the Effective Time by Parent or Purchaser or any other direct or indirect wholly owned subsidiary of Parent or Purchaser (including, for the avoidance of doubt, any Shares acquired by Purchaser in the Offer) (see Section 8 - “Certain Information Concerning Parent, Purchaser and Valline”), and (iii) any Shares held by Company stockholders who are entitled to appraisal rights and who have properly exercised and perfected their statutory rights of appraisal pursuant to, and who comply in all respects with, Section 262 of the DGCL and who, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL with respect to such Shares (the “ Dissenting Shares ”)) will be converted into the right to receive the Offer Price, without interest, from Purchaser (the “ Merger Consideration ”), less any withholding of applicable taxes.
If the Merger is completed, the Company’s stockholders who do not tender their Shares in the Offer (other than stockholders who properly exercise appraisal rights) will receive the same Offer Price per Share that they would have received had they tendered their Shares in the Offer. Therefore, if the Offer is consummated and the Merger is completed, the only differences to you between tendering your Shares and not tendering your Shares in the Offer are that (i) you may be paid earlier if you tender your Shares in the Offer and (ii) appraisal rights will not be available to you if you tender Shares in the Offer, but will be available to you in the Merger if you do not tender Shares in the Offer and you comply in all respects with Section 262 of the DGCL. See Section 17 - “Appraisal Rights.”
However, in the unlikely event that the Offer is consummated but the Merger is not completed, the number of the Company’s stockholders and the number of Shares that are still in the hands of the public may be so small that there will no longer be an active public trading market (or, possibly, there may not be any public trading market) for the Shares. Also, in such event, it is possible that the Shares will be delisted from Nasdaq and the Company will no longer be required to make filings with the SEC under the Exchange Act, or will otherwise not be required to comply with the rules relating to publicly held companies to the same extent as it is now.
See the “Introduction” to this Offer to Purchase, Section 11 - “The Merger Agreement; Other Agreements” and Section 13 - “Certain Effects of the Offer.”
What are the material U.S. federal income tax consequences of tendering my Shares in the Offer or having my Shares exchanged for the Merger Consideration pursuant to the Merger?
The receipt of cash by a U.S. Holder (as defined in Section 5 - “Material U.S. Federal Income Tax Considerations”) in exchange for such U.S. Holder’s Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder will recognize gain or loss equal to the difference, if any, between (i) the cash received and (ii) such U.S. Holder’s adjusted tax basis in the Shares exchanged. Such gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in such Shares exceeds one year at the time of the closing of the Offer or the Effective Time, as the case may be.
Non-U.S. Holders (as defined in Section 5 - “Material U.S. Federal Income Tax Considerations”) generally will not be subject to U.S. federal income tax with respect to the receipt of cash in the Offer or the Merger unless such Non-U.S. Holder has certain connections to the United States or certain other exceptions apply, but may be subject to the backup withholding rules (as described in Section 5 - “Material U.S. Federal Income Tax Considerations”) unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding.
For more information, see Section 5 - “Material U.S. Federal Income Tax Considerations.”
We urge you to consult with your tax advisor as to the tax considerations relevant to you and the consequences of the Offer and the Merger in light of your particular circumstances (including the application and effect of any U.S. federal, state, local or non-U.S. income and other tax laws).

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What will happen to my stock options and equity awards in the Offer?
The Offer is being made only for Shares, and not for outstanding stock options or other equity awards granted by the Company. The following describes the treatment of options to purchase Shares (“ Company Options ”) and restricted stock units granted by the Company (“ Company RSUs ”) outstanding immediately prior to the Effective Time.
The Merger Agreement provides that, at the Effective Time:
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| Each Company Option that is then outstanding and unexercised, and which has a per Share exercise price that is less than the Merger Consideration, shall be (i) to the extent not then vested, deemed fully vested and (ii) cancelled and converted into the right of the holder thereof to receive a cash payment (without interest) equal to the product of (A) the excess of (x) 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;
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| Each Company Option with a per Share exercise price equal to or greater than the Merger Consideration shall be cancelled at the Effective Time without any consideration payable in respect thereof and shall have no further force or effect; and
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| Each then outstanding Company RSU shall be (i) deemed fully vested and (ii) 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 such Company RSU immediately prior to the Effective Time.
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See Section 11 - “The Merger Agreement; Other Agreements.”
What is the market value of my Shares as of a recent date?
On April 28, 2026, the last full day of trading before we announced the Merger Agreement, the reported closing sale price of the Shares on Nasdaq was $19.24 per Share. On May 12, 2026, the last full day of trading before commencement of the Offer, the reported closing sale price of the Shares on Nasdaq was $26.73 per Share. We encourage you to obtain a recent market quotation for Shares before deciding whether to tender your Shares.
See Section 6 - “Price Range of Shares; Dividends on the Shares.”
Will I have appraisal rights in connection with the Offer?
No appraisal rights will be available to holders of Shares who tender such Shares in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise) in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price.
See Section 17 - “Appraisal Rights.”
Whom should I call if I have questions about the Offer?
You may call MacKenzie Partners, Inc., the information agent for the Offer (the “ Information Agent ”), toll free at (800) 322-2885. Banks and brokerage firms may call (212) 929-5500. See the back cover of this Offer to Purchase for additional contact information.

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INTRODUCTION
Skyline Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni (“ Parent ”), is offering to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in this Offer to Purchase (this “ Offer to Purchase ”), in the accompanying Letter of Transmittal (the “ Letter of Transmittal ”) and the other exhibits to the Tender Offer Statement on Schedule TO (the “ Schedule TO ” which, collectively with the Offer to Purchase and the Letter of Transmittal, each as may be amended, supplemented or modified from time to time, collectively constitute the “ Offer ”).
The Offer is being made pursuant to the Agreement and Plan of Merger, dated April 29, 2026 (as it may be amended, supplemented or modified from time to time, the “ Merger Agreement ”), by and among the Company, Parent, Purchaser and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales (“ KalVista UK ”), pursuant to which, as soon as practicable following consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “ DGCL ”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “ Surviving Corporation ”) and becoming a wholly owned subsidiary of Parent (the “ Merger ”). In the Merger, each Share outstanding immediately prior to the effective time of the Merger (the “ Effective Time ”) (other than (i) any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury), (ii) any Shares held immediately prior to the Effective Time by Parent or Purchaser or any other direct or indirect wholly owned subsidiary of Parent or Purchaser (including, for the avoidance of doubt, any Shares acquired by Purchaser in the Offer) (see Section 8 - “Certain Information Concerning Parent, Purchaser and Valline”), and (iii) any Shares held by Company stockholders who are entitled to appraisal rights and who have properly exercised and perfected their statutory rights of appraisal pursuant to, and who comply in all respects with, Section 262 of the DGCL and who, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL with respect to such Shares (the “ Dissenting Shares ”)) will be converted into the right to receive the Offer Price, without interest, from Purchaser (the “ Merger Consideration ”), less any withholding of applicable taxes.
Under no circumstances will interest be paid on the purchase price for the Shares accepted for payment in the Offer, including by reason of any extension of the Offer or any delay in making payment for the Shares.
The Merger Agreement is more fully described below in Section 11 - “The Merger Agreement; Other Agreements.”
Tendering stockholders who are holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions.
The Company Board has unanimously: (1) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, the Company and its stockholders; (2) declared it advisable to enter into the Merger Agreement; (3) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger; (4) resolved that the Merger shall be effected under Section 251(h) of the DGCL; and (5) resolved to recommend that the Company’s stockholders tender their Shares to Purchaser pursuant to the Offer; in each case, on the terms and subject to the conditions of the Merger Agreement.
Descriptions of the Company Board’s reasons for authorizing and approving the Merger Agreement and the consummation of the Transactions are set forth in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “ Schedule 14D-9 ”), which is being sent to you. Stockholders of the Company should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 thereof under the sub-headings “Background of the Offer and the Merger” and “Reasons for Recommendation.”
The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction or, to the extent waivable by Purchaser or Parent,

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waiver by Purchaser or Parent, of, among other conditions: (i) the Minimum Condition (as defined below in Section 15 - “Conditions of the Offer”), (ii) the Order Condition (as defined below in Section 15 - “Conditions of the Offer”), (iii) the Regulatory Condition (as defined below in Section 15 - “Conditions of the Offer”) and (iv) the Representations Condition (as defined below in Section 15 - “Conditions of the Offer”). The Offer also is subject to other conditions as set forth in this Offer to Purchase. See Section 15 - “Conditions of the Offer.” There is no financing condition to the Offer.
The Company has advised Parent that at a meeting of the Company Board held on April 28, 2026, representatives of Centerview Partners LLC (“ Centerview ”) reviewed with the Company Board Centerview’s financial analysis of the Offer Price and the Merger Consideration, and rendered to the Company Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated April 28, 2026, that, as of the date of such written opinion and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Offer Price or Merger Consideration to be paid to the holders of Shares (other than Excluded Shares, Dissenting Shares or any Shares held by any affiliate of the Company or Parent) (see Section 8 - “Certain Information Concerning Parent, Purchaser and Valline”) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The full text of the written opinion of Centerview sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Centerview in connection with its opinion and is attached as Annex I to the Schedule 14D-9.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY IN ITS ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

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THE TENDER OFFER
1.

| Terms of the Offer
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Purchaser is offering to purchase all of the outstanding Shares at the Offer Price. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and, promptly after the Expiration Date, pay for all Shares validly tendered prior to the Expiration Date and not validly withdrawn as described in Section 4 - “Withdrawal Rights.”
The Offer is conditioned upon, among other things, the satisfaction or waiver of the Minimum Condition and the other conditions described in Section 15 - “Conditions of the Offer.”
The Merger Agreement contains provisions that govern the circumstances under which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that:
(i)

| if, at the then scheduled Expiration Date, any Offer Condition (as defined below in Section 15 - “Conditions of the Offer”) has not been satisfied or waived by Purchaser or Parent (to the extent waivable by Purchaser or Parent), Purchaser may, in its discretion (and without the consent of the Company or any other person) extend the Offer on one or more occasions, for additional periods of up to ten business days per extension, to permit such Offer Condition to be satisfied;
|

(ii)

| Purchaser shall extend the Offer for (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof, or Nasdaq applicable to the Offer; and (B) one or more consecutive increments of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “ HSR Act ”), any foreign Antitrust Law and any Foreign Investment Law has expired or been terminated; and
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(iii)

| if, as of the then scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived (to the extent waivable by Purchaser or Parent), at the written request of the Company, Purchaser shall extend the Offer on one or more occasions for consecutive increments of such duration as requested by the Company, but not more than ten business days per extension, to permit such Offer Condition to be satisfied;
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provided, however , that in no event will Purchaser (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of the Merger Agreement in accordance with its terms, and (y) the End Date (as defined in Section 11 - The Merger Agreement; Other Agreements -Termination) (such earlier occurrence, the “ Extension Deadline ”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company, and provided , further , however , that if at any then-scheduled Expiration Date all of the Offer Conditions other than the Minimum Condition and any other conditions that by their nature are to be satisfied at the Offer Acceptance Time have been satisfied or waived and the Minimum Condition has not been satisfied, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, extend the Offer on more than three occasions in consecutive periods of up to ten business days each.
Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company.
See Section 11 - “The Merger Agreement; Other Agreements - Termination.”
If we extend the Offer, are delayed in our acceptance for payment of or payment for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in Section 4 - “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.
Purchaser expressly reserves the right to waive, in its sole discretion, in whole or in part, any Offer Condition or modify the terms of the Offer, except that the Company’s prior written consent is required for Purchaser to:
•
| decrease the Offer Price;
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•
| change the form of consideration payable in the Offer;
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•
| decrease the maximum number of Shares sought to be purchased in the Offer;
|

•
| impose conditions or requirements to the Offer in addition to the Offer Conditions;
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•
| amend, modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clauses (e) or (g) of Annex I to the Merger Agreement;
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•
| amend or modify any of the other terms of the Offer in a manner that adversely affects, individually or in the aggregate, any holder of Shares in its capacity as such or the ability of Parent or Purchaser to consummate the Offer, the Merger or any of the other Transactions;
|

•
| terminate the Offer or accelerate, extend or otherwise change the Expiration Date, except as provided in Sections 1.1(c) or 1.1(d) of the Merger Agreement; or
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•
| provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.
|

Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., Eastern Time, on the business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, we intend to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC.
If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer, in each case, if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to holders of Shares, and with respect to a change in price or a change in the percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to holders of Shares and investor response.
If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all holders whose Shares are purchased in the Offer, whether such Shares were tendered before or after the announcement of the increase in consideration.
The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction or, to the extent waivable by Purchaser or Parent, waiver by Purchaser or Parent, of the Offer Conditions. Notwithstanding any other term of the Offer or the Merger Agreement, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, to pay for any tendered Shares if any of the Offer Conditions has not been satisfied or waived at one minute following 11:59 p.m., Eastern Time, on the scheduled Expiration Date of the Offer. Under certain circumstances described in the Merger Agreement, Parent or the Company may terminate the Merger Agreement.
The Company has provided us with its stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares, whose names appear on the Company’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.
2.

| Acceptance for Payment and Payment for Shares
|

Subject to the terms of the Offer and the Merger Agreement and the satisfaction or waiver of all of the Offer Conditions set forth in Section 15 - “Conditions of the Offer,” we will (i) promptly after the expiration of the Offer irrevocably accept for payment all Shares tendered and not validly withdrawn pursuant to the Offer (the time of such acceptance, the “ Offer Acceptance Time ”) and (ii) promptly after the Offer Acceptance Time pay for such Shares. Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the

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Merger Agreement, for a description of our rights and obligations to delay payment for Shares in order to comply in whole or in part with any applicable law or regulation, see Section 1 - “Terms of the Offer” and Section 16 - “Certain Legal Matters; Regulatory Approvals.”
In all cases, we will pay for Shares validly tendered, not validly withdrawn and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “ Share Certificates ”) or confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“ DTC ”) (such a confirmation, a “ Book-Entry Confirmation ”) pursuant to the procedures set forth in Section 3 - “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees and (iii) any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and such other documents. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares, are actually received by the Depositary.
The term “Agent’s Message” means a message transmitted through electronic means by DTC in accordance with the normal procedures of DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that Purchaser may enforce such agreement against such participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.
For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered to Purchaser and not validly withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from us and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. If we extend the Offer, are delayed in our acceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in Section 4 - “Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will we pay interest on the Offer Price for Shares accepted for payment in the Offer, including by reason of any extension of the Offer or any delay in making such payment.
If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates representing unpurchased Shares will be promptly returned, without expense, to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedure set forth in Section 3 -“Procedures for Accepting the Offer and Tendering Shares,” such Shares will be credited to an account maintained at DTC) following the expiration or termination of the Offer.
3.

| Procedures for Accepting the Offer and Tendering Shares
|

Valid Tenders . Except as set forth below, in order for a stockholder to validly tender Shares pursuant to the Offer, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees and any other documents required by the Letter of Transmittal (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal and such other documents) must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or (ii) such Shares must be tendered pursuant to the procedure for book-entry transfer described below under “Book-Entry Transfer” and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the expiration of the Offer. Alternatively, the tendering stockholder may comply with the guaranteed delivery procedures set forth below.
Book-Entry Transfer . The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares

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into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. Delivery of documents to DTC does not constitute delivery to the Depositary.
Guaranteed Delivery . A stockholder who desires to tender Shares pursuant to the Offer and who cannot complete the procedure for book-entry transfer prior to the Expiration Date, or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such Shares by satisfying all the requirements set forth below:
•
| such tender is made by or through an Eligible Institution (as defined below);
|

•
| a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by us, is received by the Depositary (as provided below) prior to the Expiration Date; and
|

•
| a properly completed and duly executed Letter of Transmittal, with any required signature guarantees (in respect of Shares tendered by any means other than book-entry transfer through DTC) or, in the case of book-entry transfer through the DTC, a Book-Entry Confirmation with respect to all such Shares together, with a Letter of Transmittal (with any required signature guarantees) or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, are received by the Depositary within one trading day after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which Nasdaq is open for business.
|

The Notice of Guaranteed Delivery may be delivered by overnight courier to the Depositary or mailed or e-mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless the Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary prior to the Expiration Date.
Signature Guarantees for Shares . No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the cover of the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “ Eligible Institution ” and collectively “ Eligible Institutions ”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.
Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees and (iii) any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal and such other documents. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares are actually received by the Depositary. If you are unable to deliver any required document or instrument to the Depositary prior to the Expiration Date, you may gain some extra time by having a broker, a bank or other fiduciary

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that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed Notice of Guaranteed Delivery. For the tender to be valid, however, the Depositary must receive the missing items within one trading day after the execution of such Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH SHARES). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO THE EXPIRATION DATE.
Tender Constitutes Binding Agreement . The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.
Determination of Validity . The Depositary will examine each document received from stockholders for the tender of Shares (including, if applicable, Share Certificates, the Letter of Transmittal and other required documents) and each notice of withdrawal to determine whether such tender or withdrawal may be defective. In the event the Depositary reasonably concludes that any such document or notice has been improperly completed, executed or transmitted or if some other defect or irregularity exists in connection with a tender of Shares or a withdrawal of tender of Shares, if applicable, the Depositary is authorized to notify the person tendering or withdrawing such Shares of the existence of such defect or irregularity and to take such commercially reasonable actions as are necessary to cause such defect or irregularity to be corrected. If such actions prove to be unsuccessful, the Depositary shall consult with Purchaser for instructions as to the number of Shares, if any, it is authorized to accept for tender or withdrawal of tender. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination shall be final and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of Purchaser, Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement and the rights of holders of Shares to challenge any interpretation with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.
Appointment as Proxy . By executing the Letter of Transmittal (or, in the case of a book-entry transfer, delivering an Agent’s Message in lieu of a Letter of Transmittal) as set forth above, the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, we accept for payment the Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without

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further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). Upon the effectiveness of such appointment, the designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of the Company’s stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of the Company’s stockholders.
Company Options and Company Restricted Stock Units (“ Company RSUs ”)
The Offer is being made only for Shares, and not for outstanding stock options or other equity awards granted by the Company. Holders of certain outstanding equity awards granted by the Company, will receive payment for such equity awards following the Effective Time as provided in the Merger Agreement without participating in the Offer. The following describes the treatment of the equity awards outstanding immediately prior to the Effective Time.
At the Effective Time, each Company Option that is then outstanding and unexercised, and which has a per Share exercise price that is less than the Merger Consideration, shall be (i) to the extent not then vested, deemed fully vested and (ii) cancelled and converted into the right of the holder thereof to receive a cash payment (without interest) equal to the product of (A) the excess of (x) 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.
Any Company Option with a per Share exercise price equal to or greater than the Merger Consideration shall be cancelled at the Effective Time without any consideration payable in respect thereof and shall have no further force or effect.
At the Effective Time, each then outstanding Company RSU shall be deemed fully vested and 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 such Company RSU immediately prior to the Effective Time.
4.

| Withdrawal Rights
|

Except as otherwise provided in this Section 4, or as provided by applicable law, tenders of Shares made pursuant to the Offer are irrevocable.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, tenders are irrevocable, except that if we have not accepted your Shares for payment within 60 days of commencement of the Offer, you may withdraw them at any time after July 12, 2026, the 60th day after commencement of the Offer, until Purchaser accepts your Shares for payment, pursuant to Section 14(d)(5) of the Exchange Act.
For a withdrawal of Shares to be effective, the Depositary must timely receive a written notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 - “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary.
Withdrawals of tenders of Shares may not be rescinded and any Shares validly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the procedures for tendering Shares described in Section 3 - “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date.

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Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and such determination will be final and binding, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Purchaser, Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.
5.

| Material U.S. Federal Income Tax Considerations
|

The following is a discussion of the material U.S. federal income tax considerations of the Offer and the Merger, as applicable, to the Company’s stockholders whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. This discussion is based on provisions of the Internal Revenue Code of 1986, as amended (the “ Code ”), U.S. Treasury Department regulations promulgated or proposed thereunder, and administrative guidance and judicial interpretations thereof, each in effect as of the date of this Offer, and all of which are subject to change or differing interpretation, possibly with retroactive effect. We have not sought, and do not intend to seek, any ruling from the U.S. Internal Revenue Service (“ IRS ”) or any opinion of counsel with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation, and the IRS or a court may assert alternative characterizations of all or part of the consideration received in the Offer or of the Merger.
This summary applies only to the Company’s stockholders who hold their Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all aspects of U.S. federal income taxation that may be relevant to a stockholder of the Company in light of its particular circumstances, or that may apply to a Company stockholder subject to special treatment under U.S. federal income tax laws, including, but not limited to:
•
| a Company stockholder that is a regulated investment company, real estate investment trust, controlled foreign corporation, passive foreign investment company, cooperative, bank or certain other financial institution, insurance company, small business investment company, tax-exempt organization (including a private foundation), governmental organization, retirement or pension plan, dealer in securities or foreign currency, trader that uses the mark-to-market method of accounting with respect to its securities, expatriate or former long-term resident of the United States;
|

•
| a Company stockholder that is, or holds Shares through, a partnership, S corporation, hybrid entity, or other pass-through entity or branch for U.S. federal income tax purposes;
|

•
| a Company stockholder that holds Shares as part of a straddle, hedging, constructive sale, conversion or other integrated transaction, or that is required to recognize income or gain with respect to the Offer or the Merger, as applicable, no later than the time such income or gain is required to be reported on an applicable financial statement (as defined in Section 451(b) of the Code);
|

•
| a Company stockholder that holds or has held, directly, indirectly, or constructively by attribution, 5% or more of the outstanding Shares;
|

•
| a Company stockholder that holds Shares as qualified small business stock for purposes of Sections 1045 and/or 1202 of the Code;
|

•
| a Company stockholder that exercises appraisal rights in the Merger;
|

•
| a Company stockholder who received the Shares as compensation, pursuant to the exercise of employee stock options, stock purchase rights or stock appreciation rights, as restricted stock, or otherwise; and
|

•
| a U.S. Holder (as defined below) whose functional currency is not the United States dollar.
|

In addition, this discussion does not address any tax considerations arising under the Medicare contribution tax on net investment income, the alternative minimum tax, or the special tax accounting rules under Section 451(b) of the Code (which would require certain Company stockholders to recognize income or gain with respect to the Offer or the Merger, as applicable, no later than the time such income or gain is required to be reported on an applicable

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financial statement), nor does it address any tax considerations under state, local, or non-U.S. laws or U.S. federal laws (including the Foreign Account Tax Compliance Act of 2010) other than those pertaining to the U.S. federal income tax.
If a partnership, or another entity or arrangement treated as a partnership, or other pass-through entity for U.S. federal income tax purposes, holds Shares, the tax treatment of its partners or members generally will depend upon the status of the partner or member and the activities of the partnership or other entity. Accordingly, partnerships and other entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes that hold Shares, and partners or members in those entities or arrangements, are urged to consult their tax advisors regarding the specific U.S. federal income tax considerations relevant to them and the consequences of the Offer and the Merger, as applicable.
This discussion of the material U.S. federal income tax considerations of the Offer and the Merger to holders of Shares is for general information only and is not, is not intended to be, and may not be construed as, tax advice to holders of Shares, and is not binding on the IRS or any court. Because individual circumstances may differ, each Company stockholder is urged to consult his, her, or its tax advisors as to the applicability and effect of the rules discussed below and the particular tax consequences of the Offer and the Merger, as applicable, including the application of the alternative minimum tax and any other U.S. federal, state, local, and non-U.S. tax laws.
Material Tax Considerations for U.S. Holders
For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of Shares that, for U.S. federal income tax purposes, is:
(i)

| an individual who is a citizen or resident of the United States;
|

(ii)

| a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof, or the District of Columbia;
|

(iii)

| an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
|

(iv)

| a trust, if (A) a United States court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have authority to control all of the trust’s substantial decisions or (B) the trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.
|

The exchange of Shares for cash pursuant to the Offer or the Merger, as applicable, will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received (determined before the deduction of withholding taxes, if any) and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or exchanged pursuant to the Merger. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in such Shares exceeds one year at the time of the closing of the Offer or the Effective Time, as the case may be. A non-corporate U.S. Holder (including an individual) who has held the Shares for more than one year generally will be eligible for reduced tax rates for such long-term capital gains. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of Shares at different times and different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of the Shares.
Material Tax Considerations for Non-U.S. Holders
For purposes of this discussion, the term “Non-U.S. Holder” means any beneficial owner of Shares that is neither a U.S. Holder nor a partnership (or other entity or arrangement classified as a partnership) for U.S. federal income tax purposes.
Subject to the discussion below under the heading “Information Reporting and Backup Withholding,” any gain realized by a Non-U.S. Holder upon the tender of Shares pursuant to the Offer or the exchange of Shares pursuant to the Merger, as the case may be, generally will not be subject to U.S. federal income tax unless:
(i)

| the gain is effectively connected with a U.S. trade or business of such Non-U.S. Holder (and, if an applicable income tax treaty so provides, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case the Non-U.S. Holder generally will be taxed in the
|

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same manner as a U.S. Holder (as described above under “ Material Tax Considerations for U.S. Holders ”), except that if the Non-U.S. Holder is a foreign corporation for U.S. federal income tax purposes, an additional “branch profits tax” may in certain circumstances apply at a rate of 30% (or a lower rate under an applicable income tax treaty) on its “effectively connected gains;” or
(ii)

| the Non-U.S. Holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the closing of the Offer or the Effective Time, as the case may be, and certain other conditions are met, in which case the Non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30% (or a lower rate under an applicable income tax treaty) on such gain (net of certain U.S.-source capital losses for the Non-U.S. Holder’s taxable year).
|

Information Reporting and Backup Withholding
Payments made in exchange for Shares pursuant to the Offer or the Merger, as applicable, may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption from backup withholding should complete and return an IRS Form W-9, certifying under penalties of perjury that such U.S. Holder is a “United States person” (within the meaning of the Code), that the taxpayer identification number provided is correct and that such U.S. Holder is not subject to backup withholding.
A Non-U.S. Holder may be subject to information reporting and backup withholding (currently at a rate of 24%) on payments made in exchange for Shares pursuant to the Offer or the Merger, as applicable. To avoid backup withholding, a Non-U.S. Holder that does not otherwise establish an exemption from backup withholding should complete and return an IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate version of IRS Form W-8 for the Non-U.S. Holder, in accordance with the instructions thereto, certifying that such Non-U.S. Holder is not a “United States person” (within the meaning of the Code).
Any amount withheld under the backup withholding rules is generally not an additional tax and generally will be allowed as a refund or credit against the U.S. federal income tax liability of a holder, provided the required information is timely furnished to the IRS. The IRS may impose a penalty upon a holder that fails to provide the correct taxpayer identification number.
U.S. Holders and Non-U.S. Holders should consult their tax advisors to determine their qualification for exemption from backup withholding and the procedure for obtaining such exemption.
6.

| Price Range of Shares; Dividends on the Shares
|

The Shares trade on Nasdaq under the symbol “KALV.” The following table sets forth the high and low intraday sale prices per Share for each quarterly period within the two preceding fiscal years, as reported by Nasdaq:

|  
|  
|  
|  
|  
|  
|
 
|  
|  
| High
|  
|  
| Low
|
Current Fiscal Year (Ends December 31, 2026)

|  
|  
|  
|  
|  
|  
|
Second Quarter (through May 12, 2026)
|  
|  
| $26.84
|  
|  
| $18.66
|
First Quarter
|  
|  
| $20.58
|  
|  
| $14.22
|
Transition Period (May 1, 2025 to December 31, 2025)

|  
|  
|  
|  
|  
|  
|
Transition Period
|  
|  
| $17.30
|  
|  
| $ 9.83
|
Fiscal Year Ended April 30, 2025

|  
|  
|  
|  
|  
|  
|
Fourth Quarter
|  
|  
| $14.00
|  
|  
| $ 8.74
|
Third Quarter
|  
|  
| $12.85
|  
|  
| $ 7.30
|
Second Quarter
|  
|  
| $14.84
|  
|  
| $ 9.45
|
First Quarter
|  
|  
| $15.50
|  
|  
| $10.85
|
Fiscal Year Ended April 30, 2024

|  
|  
|  
|  
|  
|  
|
Fourth Quarter
|  
|  
| $16.88
|  
|  
| $10.10
|
Third Quarter
|  
|  
| $16.21
|  
|  
| $ 7.21
|
Second Quarter
|  
|  
| $ 11.45
|  
|  
| $ 7.77
|
First Quarter
|  
|  
| $ 11.00
|  
|  
| $ 8.39
|
 
|  
|  
|  
|  
|  
|  
|

On April 28, 2026, the last full day of trading before the public announcement of the execution of the Merger Agreement, the closing price of the Shares on Nasdaq was $19.24 per Share. On May 12, 2026, the last full day of

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trading before commencement of the Offer, the closing price of the Shares on Nasdaq was $26.73 per Share. We encourage you to obtain a recent market quotation for Shares before deciding whether to tender your Shares.
The Company has never declared or paid cash dividends on the Shares and does not intend to declare or pay cash dividends on the Shares in the foreseeable future.
7.

| Certain Information Concerning the Company
|

The summary information set forth below is qualified in its entirety by reference to the Company’s public filings with the SEC (which may be obtained and inspected as described below under “Additional Information”) and should be considered in conjunction with the financial and other information in such filings and other publicly available information. Neither Parent nor Purchaser has any knowledge that would indicate that any statements contained in this Offer to Purchase based on such filings and information is untrue. However, neither Parent nor Purchaser assumes any responsibility for the accuracy or completeness of the information concerning the Company, whether furnished by the Company or contained in such filings, or for any failure by the Company to disclose events that may have occurred or that may affect the significance or accuracy of any such information but which are unknown to Parent or Purchaser.
General . KalVista Pharmaceuticals, Inc. is a global biopharmaceutical company dedicated to developing and delivering life-changing oral therapies for individuals affected by rare diseases with significant unmet needs. The Company’s common stock is listed on the Nasdaq Global Market under the ticker symbol KALV. The address of the Company’s principal executive offices and the Company’s phone number at its principal executive offices are as set forth below:
KalVista Pharmaceuticals, Inc.

200 Crossing Boulevard

Framingham, Massachusetts 01702

(857) 999-0075
Additional Information . The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the information and reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning the Company’s directors and officers, their compensation, stock options, performance-based restricted stock units, and restricted stock units granted to them, the principal holders of the Company’s securities, any material interests of such persons in transactions with the Company and other matters were disclosed in the Company’s Definitive Proxy Statement for the Company’s 2025 Annual Meeting of Stockholders. Such information also will be available in the Schedule 14D-9. The SEC maintains a website at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants, including the Company, that file electronically with the SEC.
8.

| Certain Information Concerning Parent, Purchaser and Valline
|

Purchaser is a Delaware corporation and wholly owned subsidiary of Parent and was formed solely for the purpose of facilitating an acquisition by Parent. Purchaser has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transactions. Upon consummation of the Merger, Purchaser will merge with and into the Company and will cease to exist, with the Company surviving the Merger. The business address and business telephone number of Purchaser are as set forth below:
Skyline Merger Sub, Inc.

One Boston Place, Suite 4000

Boston, MA 02108

(888) 466-6505
Parent is a privately held international research-oriented biopharmaceutical company organized under the laws of Italy. Headquartered in Parma, Italy, the Chiesi Group has over 85 years of experience in the pharmaceutical industry and operates globally through 31 affiliates and distributors in over 100 countries. Valline holds 76% of the share capital of Parent.

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Parent is a società per azioni organized under the laws of Italy and is a privately held international biopharmaceutical company. The business address and business telephone number of Parent are as set forth below:
Chiesi Farmaceutici S.p.A.

Via Palermo 26/A 43122 Parma, Italy

+39 0521 2791
Valline is a privately-held company formed under the laws of Italy. Valline acts as a holding company for ownership interests of Parent. The business address and business telephone number of Valline are as set forth below:
Valline S.r.l.

Stradello Marche 6, 43121

Parma, Italy

+39 0521 2791
The name, business address, citizenship, current principal occupation or employment, and five-year material employment history of each director and executive officer of Purchaser, Parent and Valline and certain other information are set forth in Schedule I to this Offer to Purchase.
Except as set forth in Schedule I to this Offer to Purchase, during the last five years, none of Purchaser, Parent or Valline, or, to the best knowledge of Purchaser, Parent and Valline after due inquiry, any of the persons listed in Schedule I to this Offer to Purchase, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
As of May 13, 2026, none of Parent, Purchaser, Valline or, to the knowledge of Purchaser, Parent and Valline, their respective affiliates owned any Shares.
Except as set forth elsewhere in this Offer to Purchase or Schedule I to this Offer to Purchase: (i) none of Purchaser, Parent, Valline or, to the best knowledge of Purchaser, Parent and Valline after due inquiry, the persons listed in Schedule I hereto beneficially owns or has a right to acquire any Shares or any other equity securities of the Company; (ii) none of Purchaser, Parent, Valline or, to the best knowledge of Purchaser, Parent and Valline after due inquiry, the persons referred to in clause (i) above has effected any transaction with respect to the Shares or any other equity securities of the Company during the past 60 days; (iii) none of Purchaser, Parent, Valline or, to the best knowledge of Purchaser, Parent and Valline after due inquiry, the persons listed in Schedule I to this Offer to Purchase has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company (including any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations); (iv) during the two years before the date of this Offer to Purchase, there have been no transactions between any of Purchaser, Parent, Valline, their subsidiaries or, to the best knowledge of Purchaser, Parent and Valline after due inquiry, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations; and (v) during the two years before the date of this Offer to Purchase, there have been no material contacts, negotiations or transactions between Purchaser, Parent, Valline, their subsidiaries or, to the best knowledge of Purchaser, Parent and Valline after due inquiry, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or any of its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer for or other acquisition of the Company’s securities, an election of the Company’s directors or a sale or other transfer of a material amount of the Company’s assets.
Additional Information . Parent is not subject to the information and reporting requirements of the Exchange Act. Information regarding the business and operations of Parent is available on its website at https://www.chiesi.com/en/.
9.

| Source and Amount of Funds
|

We estimate that we will need approximately $2.0 billion to purchase all of the Shares pursuant to the Offer to complete the Merger and to pay estimated related transaction fees and expenses, if necessary. We will receive sufficient funds to purchase all Shares validly tendered (and not validly withdrawn) in the Offer and to provide

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funding for the Merger from Parent. Parent has or will have available to them, through a variety of sources, including balance sheet cash on hand and debt financing, funds necessary to satisfy all of Purchaser’s payment obligations under the Merger Agreement and resulting from the Transactions. The Offer is not conditioned upon Parent’s or Purchaser’s ability to finance the purchase of the Shares pursuant to the Offer.
10.

| Background of the Offer; Past Contacts or Negotiations with the Company
|

The information set forth below regarding the Company was provided by the Company, and none of Parent, Purchaser or any of its affiliates or representatives takes any responsibility for the accuracy or completeness of any information regarding meetings or discussions in which Parent or its affiliates or representatives did not participate. The following contains a description of negotiations and material contacts between representatives of Parent or Purchaser and representatives of the Company that resulted in the execution of the Merger Agreement. For a review of the Company’s activities relating to these negotiations and contacts, please refer to the Company’s Schedule 14D-9 that will be filed with the SEC and mailed to the Company’s stockholders with this Offer to Purchase.
In late July of 2024, Centerview Partners LLC (“Centerview”), financial advisor to the Company, contacted a representative of Parent to assess Parent’s interest in a potential strategic transaction involving the Company.
On July 7, 2025, the Company announced that the U.S. Food and Drug Administration (“FDA”) had approved EKTERLY ® (sebetralstat) for the treatment of acute attacks of HAE in adult and pediatric patients aged 12 years and older.
Between January 13 and 15, 2026, the Company’s business development team met with representatives of Parent at the 2026 J.P. Morgan & Co. Annual Healthcare Conference in San Francisco, California (the “2026 JPM Conference”). During this session, Parent indicated strategic interest in the Company. At that time, the Company’s management team noted that the Company was focused on the commercial launch of EKTERLY ® and was not interested in pursuing strategic alternatives.
On January 23, 2026, following discussions at the 2026 JPM Conference, Parent and the Company entered into a mutual confidentiality agreement for purposes of exploring a range of business relationships, including a potential business combination transaction, which did not contain a standstill provision. In connection with the confidentiality agreement, Parent requested access to certain non-public information that they indicated would enable them to continue evaluation of a potential strategic transaction.
On January 27, 2026, representatives of the Company’s business development team spoke with representatives of Parent, during which discussion Parent confirmed continued interest in submitting a proposal for a strategic transaction involving the Company. Representatives of Parent requested additional information to help them evaluate a potential strategic transaction and requested a meeting with Mr. Palleiko, which was scheduled for February 5, 2026.
On February 5, 2026, Mr. Palleiko spoke by phone with Giacomo Chiesi, Parent’s Head of Global Rare Diseases, during which call Mr. Chiesi provided Mr. Palleiko with background on Parent. Mr. Chiesi indicated that he had received support from Parent’s board of directors to make a proposal for a potential strategic transaction and further noted that Parent had scheduled a meeting of its board of directors on February 18 to formally approve an offer for a strategic transaction involving the Company. Mr. Palleiko explained that the Company was not pursuing strategic alternatives as the Company’s management team had been occupied with the successful ongoing launch of EKTERLY ® and noted that, if Parent were to submit a proposal for a strategic transaction, it would need to involve a substantial premium for the Company Board to consider it.
On February 13, 2026, Mr. Chiesi contacted Mr. Palleiko to schedule an in-person follow-up meeting during the afternoon of February 19. Mr. Palleiko replied that he would prefer if Parent first submitted a proposal for a strategic transaction for the Company’s review in advance of a follow-up meeting, after which the Company would follow up as appropriate.
On February 19, 2026, Mr. Chiesi spoke with Mr. Palleiko by phone to describe the terms that would be included in a written proposal to be delivered by email following Mr. Chiesi and Mr. Palleiko’s conversation.
Later on February 19, 2026, Parent submitted a written proposal (the “February 19 Parent Proposal”) to acquire all of the outstanding shares of the Company for $24.00 per Share in cash. In the February 19 Parent Proposal, Parent expressed that the proposed transaction with the Company was a priority and that, assuming the availability of Company personnel and requested information for due diligence, Parent could complete due diligence

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in four weeks. The February 19 Parent Proposal indicated that Parent would finance the transaction using a combination of cash on hand and external debt financing, but that the transaction would not be subject to any financing conditions or contingencies. The February 19 Parent Proposal represented a 55% premium to the Company’s closing trading price on February 18, 2026, and reflected an implied total equity valuation of approximately $1.7 billion.
On February 23, 2026, following a meeting of the Company Board, representatives of Centerview met by videoconference with representatives of Lazard Frères & Co. LLC (“Lazard”), financial advisor to Parent to inform Lazard that the price indicated in the February 19 Parent Proposal was not at a level at which the Company Board was willing to transact, but that the Company Board was willing to provide Parent with access to certain information to assist Parent with identifying additional value. The representatives of Centerview noted that the Company was populating a virtual data room containing confidential due diligence materials for this purpose. Representatives of Lazard confirmed Parent’s willingness to conduct additional diligence to assist Parent with identifying additional value.
On February 27, 2026, Parent and the Company amended their existing confidentiality agreement to include a standstill provision that did not contain “don’t-ask-don’t-waive” language and expired on the earlier of (1) February 27, 2027, and (2) the Company’s announcement of its entry into a definitive agreement contemplating a change of control transaction. 
Also on February 27, 2026, the Company’s management team held a virtual management presentation based on non-public diligence information with representatives of Parent, also attended by representatives of Centerview.
On March 1, 2026, the Company granted representatives of Parent access to a virtual data room hosted by the Company containing confidential due diligence materials.
On March 18, 2026, Parent submitted a revised written proposal (the “March 18 Parent Proposal”) to acquire the Company for $26.50 per Share in cash. In the March 18 Parent Proposal, Parent indicated that, assuming the availability of requested due diligence information, the parties could move promptly toward signing and announcing a transaction as early as mid-April 2026. The March 18 Parent Proposal represented a 60% premium to the Company’s closing trading price on March 17, 2026 and reflected an implied total equity valuation of approximately $1.9 billion.
On March 19, 2026, representatives of Centerview spoke with representatives of Lazard to convey the Company Board’s feedback regarding the March 18 Parent Proposal, including that the Company Board had authorized the Company to facilitate Parent’s confirmatory diligence. Representatives of Centerview also conveyed that the price in the March 18 Parent Proposal was not at a level at which the Company Board would be prepared to transact and that the parties would need to revisit value following the completion of diligence.
Between March 20 and April 28, 2026, Parent and its representatives engaged in discussions with the Company and its representatives concerning confirmatory due diligence matters.
On March 31, 2026, at the direction of the Company’s management team, representatives of Kirkland shared an initial draft merger agreement with Parent through the virtual data room.
Also on March 31, 2026, representatives of Centerview spoke with Lazard by phone to discuss the status of Parent’s due diligence and timing for announcement of a potential transaction assuming that the parties aligned on transaction terms. Representatives of Lazard informed Centerview that Parent planned to complete a majority of its due diligence by early April, but that the board of directors of Parent would not be meeting until mid-April at the earliest and that it was not likely that the Parent board of directors would be prepared to approve a transaction before that date. Representatives of Centerview reiterated that Parent would have to improve its proposal for the Company Board to approve a transaction.
On April 14, 2026, representatives of Centerview spoke with Lazard by videoconference to discuss updates concerning the status of Parent’s diligence and the expected timing of Parent’s board of directors’ meeting to consider and approve a transaction. Representatives of Centerview informed representatives of Lazard that if the parties were to transact, the Company Board would expect a transaction to be announced no later than the

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Company’s anticipated earnings release on May 5, 2026. Representatives of Centerview and Lazard agreed to work toward completing Parent’s due diligence and finalizing the transaction documentation in advance of the April 28 meeting of Parent’s board of directors. Representatives of Lazard noted that Parent expected to submit a revised proposal following the meeting of its board of directors.
On April 17, 2026, representatives of Ropes & Gray LLP (“Ropes & Gray”), Parent’s outside legal counsel, shared a revised draft merger agreement with Kirkland. Between April 17, 2026 and the announcement of the Transactions on April 29, 2026, representatives of Kirkland and Ropes & Gray exchanged drafts of the merger agreement and various other ancillary transaction documents. The key issues negotiated and resolved in the draft merger agreement included the size of the termination fee payable by the Company, the parties’ obligations to seek regulatory approvals for the transaction, the circumstances under which the parties could terminate the merger agreement, and the Company’s ability to implement various executive and employee compensation matters, including proposed 280G gross-up payments by the Company and the proposed transaction bonus pools (for a summary of these matters affecting executive officers, please see the section of this Schedule 14D-9 captioned “— Arrangements between the Company and its Executive Officers, Directors and Affiliates ”; for more information about the Merger Agreement, please see the section of the Offer to Purchase captioned “ The Merger Agreement .”).
On April 23, 2026, at Parent’s request, Mr. Chiesi and Mr. Palleiko spoke by phone to discuss an update on business developments at Parent and to provide the Company with an update on Parent’s progress concerning evaluation of a potential transaction.
On April 24, 2026, representatives of Centerview spoke with representatives of Parent by phone in advance of the meeting of Parent’s board of directors scheduled for April 28, 2026. Consistent with prior Company Board discussions, representatives of Centerview encouraged Parent to submit a price as close to $30.00 per Share in cash as it could to maximize the likelihood the Company Board would accept its revised proposal. Representatives of Parent responded that Parent had not identified meaningful additional value that would enable it to reach that amount and previewed that Parent’s revised proposal may include a contingent value right (“CVR”) to help bridge the valuation gap.
On April 28, 2026, Parent’s board of directors held a meeting at which representatives of Lazard and Ropes & Gray were in attendance. At the meeting, Mr. Chiesi provided the board with an update on the status of the transaction and the proposed terms of the transaction, including the transaction structure, the expected timing of closing, regulatory approvals required and other closing conditions. Following discussion, the Parent’s board of directors approved the submission of a revised offer of $27.50 per Share and delegated to Parent’s management team discretion over the negotiation strategy and form of consideration, including the use of a CVR. 
On April 28, 2026, Mr. Chiesi spoke by phone with Mr. Palleiko to communicate Parent’s revised proposal, which Parent subsequently delivered in writing, of $26.50 per Share in cash, plus one CVR per Share representing the right to receive $1.00 in cash payable upon FDA approval of a new drug application for sebetralstat orally disintegrating tablets for the treatment of HAE in pediatric patients aged between two and 11 years old by December 31, 2027 (the “April 28 Parent Proposal”). Mr. Palleiko conveyed that the Company Board generally disapproved of CVRs and would likely not be interested in accepting a proposal containing a CVR given the Company is a commercial-stage business and because the negotiation of a CVR would be complex and time-consuming and that any potential value received would be incremental and inherently uncertain, particularly since Parent would be controlling the product. In response, Mr. Chiesi explained that the April 28 Parent Proposal had included a CVR proposal because Parent was reaching the limit of their cash valuation of the Company.
Later on April 28, 2026, Mr. Palleiko spoke with Mr. Chiesi to submit a counterproposal consisting of $27.50 per Share in cash (the “April 28 Company Counterproposal”). Mr. Chiesi later called Mr. Palleiko by phone to submit a revised proposal of $27.00 per Share in cash (the “Revised April 28 Parent Proposal”), which Mr. Chiesi characterized as Parent’s “final” proposal, noting that Parent was unable to provide any additional upfront cash value. The Revised April 28 Parent Proposal represented a 41% premium to the Company’s closing trading price on April 27, 2026, and reflected an implied total equity valuation of approximately $1.9 billion. Mr. Chiesi also explained that, if the offer was to be accepted by the Company Board, given the late hour in Italy, it was unlikely that Parent would be in a position to announce a transaction before U.S. trading markets opened on April 29 and suggested announcing a transaction after U.S. markets closed on April 29 or before U.S. markets opened on April 30.

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Later in the afternoon on April 28, 2026, Mr. Palleiko spoke with Mr. Chiesi to explain that the Company Board was willing to accept the Revised April 28 Parent Proposal, contingent on Parent agreeing to announce a transaction before trading on Nasdaq opened on April 29, 2026. Mr. Chiesi confirmed that Parent would work to announce a transaction before U.S. trading markets opened on April 29 and that its advisors would work with the Company’s advisors to finalize the Transaction Documents.
On April 29, 2026, the Company and Parent entered into the Merger Agreement and issued a joint press release announcing the execution of the Merger Agreement prior to the opening of trading on Nasdaq on April 29, 2026.
On May 13, 2026, Purchaser commenced the Offer.
11.

| The Merger Agreement; Other Agreements
|

Merger Agreement
The following summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which Purchaser has included as Exhibit (d)(1) to the Schedule TO and is incorporated herein by reference. The summary description has been included in this Offer to Purchase to provide you with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about Parent, Purchaser, the Company, KalVista UK or their respective affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may not have been intended to be statements of fact, but rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by Parent, Purchaser, the Company, KalVista UK or the Company’s stockholders or under federal securities laws. In reviewing the representations, warranties and covenants contained in the Merger Agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties, covenants or descriptions were not intended by the parties to the Merger Agreement to be characterizations of the actual state of facts or conditions of Parent, Purchaser, the Company, KalVista UK or their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed or may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures. For the foregoing reasons, the representations, warranties, covenants or descriptions of those provisions should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that the Company publicly files. The capitalized terms not defined herein shall have the meaning as provided in the Merger Agreement.
The Offer
Upon the terms and subject to the conditions set forth in the Merger Agreement, Purchaser shall commence a tender offer, as promptly as practicable after the date of the Merger Agreement but in no event later than ten business days after the date of the Merger Agreement, to acquire all of the outstanding Shares for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in this Offer to Purchase. Purchaser’s obligation to accept for payment and pay for Shares validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or, to the extent waivable by Purchaser or Parent, waiver by Purchaser or Parent, of the Minimum Condition and the satisfaction or waiver of the other conditions in Section 15 - “Conditions of the Offer.”

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Purchaser expressly reserves the right to (a) increase the Offer Price, (b) waive any Offer Condition and (c) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of the Merger Agreement, provided, however , that without the prior written consent of the Company, Parent and Purchaser will not:
•
| decrease the Offer Price;
|

•
| change the form of consideration payable in the Offer;
|

•
| decrease the maximum number of Shares sought to be purchased in the Offer;
|

•
| impose conditions or requirements to the Offer in addition to the Offer Conditions;
|

•
| amend, modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of Annex I to the Merger Agreement;
|

•
| amend or modify any of the other terms of the Offer in a manner that adversely affects, individually or in the aggregate, any holder of Shares in its capacity as such or the ability of Parent or Purchaser to consummate the Offer, the Merger or any of the other Transactions;
|

•
| except as provided in Sections 1.1(c) or 1.1(d) of the Merger Agreement, terminate the Offer or accelerate, extend or otherwise change the Expiration Date; or
|

•
| provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.
|

Purchaser may not withdraw the Offer prior to any scheduled Expiration Date (or any rescheduled Expiration Date) unless the Merger Agreement is terminated in accordance with its terms.
Extensions of the Offer
If, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, then to permit such Offer Condition to be satisfied: (a) Purchaser may, in its discretion (and without the consent of the Company or any other person), extend the Offer on one or more occasions, for additional periods of up to ten business days per extension, to permit such Offer Condition to be satisfied, and (b) at the written request of the Company, Purchaser shall extend the Offer on one or more occasions, for consecutive increments of such duration as requested by the Company, but not more than ten business days per extension; provided, however , that in no event shall Purchaser (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of the Merger Agreement in accordance with its terms and (y) the End Date (such earlier occurrence, the “ Extension Deadline ”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; provided , further , however , that if at any then-scheduled Expiration Date all of the Offer Conditions other than the Minimum Condition and any other conditions that by their nature are to be satisfied at the Offer Acceptance Time have been satisfied or waived and the Minimum Condition has not been satisfied, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, extend the Offer on more than three occasions in consecutive periods of up to ten business days each.
The Merger Agreement further requires that Purchaser will extend the Offer from time to time for (i) any period required by any Legal Requirement or any interpretation or position of the SEC or the staff thereof or Nasdaq, in each case, as applicable to the Offer, and (ii) one or more consecutive increments of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act, any foreign Antitrust Law and any Foreign Investment Law will have expired or been terminated.
Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company.
The Merger
As soon as practicable following the consummation of the Offer, and subject to the satisfaction or, to the extent waivable by Purchaser or Parent, waiver by Purchaser or Parent, of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company, and the Company will survive the Merger as a wholly owned subsidiary of Parent.
At the Effective Time, the separate corporate existence of Purchaser will cease and the Company will continue as the Surviving Corporation. At the Effective Time, each then outstanding Share not previously purchased in the

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Offer (other than (i) any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury), (ii) any Shares held immediately prior to the Effective Time by Parent or Purchaser or any other direct or indirect wholly owned subsidiary of Parent or Purchaser (including, for the avoidance of doubt, any Shares acquired by Purchaser in the Offer), and (iii) the Dissenting Shares) will be converted into the right to receive the Offer Price, without any interest thereon and subject to any withholding of Taxes in accordance with the Merger Agreement.
As of the Effective Time, (a) the certificate of incorporation of the Company shall by virtue of the Merger and without any further action, be amended and restated to read in its entirety as set forth on Annex II to the Merger Agreement and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.4(a) of the Merger Agreement, (b) the bylaws of the Surviving Corporation shall be amended and restated to conform to the bylaws of Purchaser as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable Legal Requirements, subject to Section 6.4(a) of the Merger Agreement, except that references to the name of Purchaser shall be replaced by references to the name of the Surviving Corporation, (c) the directors and officers of Purchaser immediately prior to the Effective Time will be the directors and officers, respectively, of the Surviving Corporation, each to hold office until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. Prior to the Effective Time, each director and, if so requested by Parent, each officer of the Company immediately prior to the Effective Time shall execute and deliver a letter effectuating such director’s resignation as a member of the Company Board and an officer of the Company (but for the avoidance of doubt, not as an employee of the Company), respectively, conditioned upon and effective as of the Effective Time.
The Merger Agreement provides that the Merger will be effected under Section 251(h) of the DGCL and will be effected without a vote of the Company’s stockholders.
Company Equity Awards and Company 2017 Employee Stock Purchase Plan
Company Options
At the Effective Time each Company Option that is outstanding and unexercised, which has a per Share exercise price that is less than the Merger Consideration, shall be (i) to the extent not then vested, deemed fully vested and (ii) cancelled and converted into the right of the holder thereof to receive a cash payment (without interest) equal to the product of (A) the excess of (x) 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.
Any Company Option with a per Share exercise price equal to or greater than the Merger Consideration shall be cancelled at the Effective Time without any consideration payable in respect thereof and shall have no further force or effect.
Company RSUs
At the Effective Time, each then outstanding Company RSU shall be (i) deemed fully vested and (ii) 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 such Company RSU immediately prior to the Effective Time.
Treatment of the Company Employee Stock Purchase Plan
Pursuant to the Merger Agreement, the Company shall take all necessary and appropriate actions to: (a) suspend the commencement of any future offering period following the date of the Merger Agreement under the Company 2017 Employee Stock Purchase Plan, as amended (the “ Company ESPP ”); (b) provide that no increases to participants’ payroll deduction elections shall be permitted during the current offering period from those in effect as of the date of the Merger Agreement; (c) provide that, except to the extent required by applicable Legal Requirements, no individual participating in the Company ESPP shall be permitted to make separate non-payroll contributions to the Company ESPP; (d) provide that no individuals may enroll in the Company ESPP during the period from the date of the Merger Agreement through the Effective Time; (e) provide that all outstanding purchase rights under the Company ESPP shall be fully exercised on the earlier of (i) the regularly scheduled purchase date

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for the current offering period or (ii) a date that is no later than five business days prior to the Effective Time, with any accumulated payroll deductions not applied to the purchase of Shares returned to the participant; and (f) terminate the Company ESPP effective immediately prior to, and contingent upon, the Effective Time.
Representations and Warranties
In the Merger Agreement, the Company has made customary representations and warranties to Parent and Purchaser that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or the confidential disclosure letter that the Company delivered to Parent and Purchaser in connection with the execution and delivery of the Merger Agreement. These representations and warranties relate to, among other things:
•
| corporate organization and good standing;
|

•
| subsidiaries and other equity interests;
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•
| organizational documents;
|

•
| capitalization;
|

•
| legal authority to enter into the Merger Agreement and the binding nature of the Merger Agreement;
|

•
| non-contravention and consents;
|

•
| SEC filings and financial statements;
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•
| absence of “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act);
|

•
| information to be included in the Offer documents and Schedule 14D-9;
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| absence of certain changes;
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| title to assets and real property
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| intellectual property;
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| data privacy and security;
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| material contracts;
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| absence of undisclosed liabilities;
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| compliance with laws;
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| regulatory matters (including with respect to healthcare regulations and FDA filings);
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| anticorruption matters and business practices;
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| governmental authorization;
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| tax matters;
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| labor and employment matters, including regarding employee benefit plans;
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| environmental matters;
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| litigation and legal proceedings;
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| orders and judgments;
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| anti-takeover statutes;
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| insurance;
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| no stockholder approval requirement for the Merger;
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•
| opinion of financial advisor;
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•
| broker’s fees; and
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| no TID U.S. Business.
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In the Merger Agreement, Parent and Purchaser have made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:
•
| corporate organization and good standing;
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•
| legal authority to enter into the Merger Agreement and the binding nature of the Merger Agreement;
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•
| Purchaser’s business purpose and activities, and Parent’s ownership of Purchaser;
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•
| enforceability of the Merger Agreement;
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| required consents and approvals and no violations of organizational documents, applicable law or contracts;
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•
| information to be included in the Offer documents and Schedule 14D-9;
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| litigation;
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| no ownership of securities of the Company or certain other arrangements relating to the Merger Agreement, the Transactions or the Surviving Corporation;
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| brokers’ fees;
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| sufficiency of funds; and
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| no reliance on representations and warranties other than those in the Merger Agreement.
|

The representations and warranties of each of Parent, Purchaser and the Company will not survive consummation of the Merger.
Material Adverse Effect
Several of the Company’s representations and warranties, as well as certain closing conditions, contained in the Merger Agreement refer to the concept of “Material Adverse Effect.”
For purposes of the Merger Agreement, a “Material Adverse Effect” means any event, occurrence, circumstance, change or effect which, individually or when taken together with all other events, occurrences, circumstances, changes or effects which have occurred in the applicable determination period for a Material Adverse Effect, has had or would reasonably be expected to have a material adverse effect on (a) the ability of the Company to consummate the Offer and the Merger on or before the End Date or (b) the business, assets, financial condition or results of operations of the Company and its subsidiaries (the “ Acquired Corporations ”), taken as a whole; provided, however, that none of the following shall be deemed to constitute or be taken into account in determining whether there is, or would reasonably be expected to be, a Material Adverse Effect for purposes of clause (b) above:
•
| (i) any change in the market price or trading volume of the Company’s stock or change in the Company’s credit ratings; provided that the underlying causes of any such change may be considered in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by another exception set forth in the Merger Agreement;
|

•
| (ii) any event, occurrence, circumstance, change or effect resulting from the announcement, pendency or performance of the Transactions (other than for purposes of any representation or warranty contained in Section 3.23 of the Merger Agreement and the condition set forth in clause (b)(iv) of Annex I to the Merger Agreement solely as such condition relates to Section 3.23);
|

•
| (iii) any event, occurrence, circumstance, change or effect generally affecting the industries in which the Acquired Corporations operate or in the economy generally or other general business, financial or market conditions;
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•
| (iv) any event, occurrence, circumstance, change or effect arising directly or indirectly from or otherwise relating to fluctuations in the value of any currency or interest rates;
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•
| (v) any event, occurrence, circumstance, change or effect arising directly or indirectly from or otherwise relating to any act of terrorism, war, national or international calamity, natural disaster, acts of god, epidemic, pandemic, trade wars or any other similar event;
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•
| (vi) the failure of the Company to meet internal or analysts’ expectations or projections; provided that the underlying causes of such failure may be considered in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by another exception set forth in the Merger Agreement;
|

•
| (vii) any adverse effect arising directly from or otherwise directly relating to any action taken by an Acquired Corporation at the written direction of Parent or any action specifically required to be taken by an Acquired Corporation under the Merger Agreement, or the failure of an Acquired Corporation to take any action that such Acquired Corporation is specifically prohibited by the terms of the Merger Agreement from taking to the extent Parent fails to give its consent thereto after a written request therefor pursuant to Section 5.2 of the Merger Agreement;
|

•
| (viii) any event, occurrence, circumstance, change or effect resulting or arising from the identity of, or any facts or circumstances relating to, Parent, Purchaser or any of their respective Affiliates;
|

•
| (ix) any event, occurrence, circumstance, change or effect arising directly or indirectly from or otherwise relating to any change in, or any compliance with or action taken for the purpose of complying with any change in, any Legal Requirement or GAAP (or interpretations of any Legal Requirement or GAAP);
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•
| (x) any Legal Proceeding described in Section 2.7 or Section 6.5 of the Merger Agreement;
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| (xi) any event, occurrence, circumstance, change or effect resulting or arising from breach of the Merger Agreement by Parent or Purchaser; or
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•
| (xii) the availability of or cost of equity, debt or other financing to Parent or Purchaser.
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provided that any event, occurrence, circumstance, change or effect referred to in the foregoing clauses (iii), (iv), (v) and (ix) may be taken into account in determining whether there is, or would be reasonably expected to be, a Material Adverse Effect solely to the extent such event, occurrence, circumstance, change or effect disproportionately affects the Acquired Corporations relative to other participants in the industries in which the Acquired Corporations operate.
Several of the representations and warranties of Parent or Purchaser contained in the Merger Agreement refer to the concept of “Parent Material Adverse Effect.” For purposes of the Merger Agreement, a “Parent Material Adverse Effect” means any effect, change, event or occurrence that would or would reasonably be expected to, individually or in the aggregate, materially impair, prevent or materially delay Parent’s or Purchaser’s ability to consummate the Transactions in a timely manner on the terms set forth in the Merger Agreement.
Operating Covenants
Pursuant to the Merger Agreement, from the date of the Merger Agreement until the earlier of the Offer Acceptance Time and the termination of the Merger Agreement pursuant to its terms (the “ Pre-Closing Period ”), except as (a) required or otherwise contemplated under the Merger Agreement or as required by applicable Legal Requirements, (b) undertaken with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), or (c) as set forth in Section 5.2 of the Company Disclosure Schedule that the Company delivered to Parent and Purchaser in connection with the execution of the Merger Agreement, (x) the Company and KalVista UK shall, and the Company shall cause each Acquired Corporation to conduct its business in the ordinary course consistent with past practice in all material respects; and (y) the Company and KalVista UK shall not, and the Company shall cause each Acquired Corporation not to:
•
| (A) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Shares) or other equity or voting interests, or (B) repurchase, redeem or otherwise reacquire any of the Shares, or any rights, warrants or options to acquire any of the Shares or its equity interests, other than: (1) repurchases of Shares outstanding as of the date of the Merger Agreement pursuant to the Company’s right (under written commitments in effect as of the date of the Merger Agreement) to purchase Shares held by a director, officer, employee or independent contractor of the Acquired Corporations only upon termination of such Person’s employment or engagement by the Company; (2) repurchases or forfeitures of Company Options or Company RSUs (together, the “ Company Equity Awards ”) (or Shares issued upon the exercise, vesting or forfeiture thereof) outstanding on the date of the Merger Agreement; (3) settlements in cash (in whole or in part) or conversion of any of the Company’s 3.250% Convertible Senior Notes due 2031 issued under the Indenture, dated as of September 29, 2025, between the Company and U.S. Bank Trust
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Company, National Association, as trustee, as amended or supplemented as of the date of the Merger Agreement (such notes, the “ Convertible Senior Notes ”, and such Indenture, the “ Convertible Senior Notes Indenture ”) in accordance with their terms as of the date of the Merger Agreement; (4) in connection with the exercise, cancellation or conversion of warrants set forth on Schedule A of the Company Disclosure Schedule (the “ Company Warrants ”) in accordance with their terms as of the date of the Merger Agreement; (5) in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to the Company Equity Awards outstanding on the date of the Merger Agreement to the extent required by their terms as in effect on the date of the Merger Agreement or (D) among Acquired Corporations;
•
| split, combine, subdivide or reclassify any shares of its capital stock (including the Shares) or other equity interests;
|

•
| sell, issue, grant, deliver, pledge, transfer, encumber, dispose of or authorize the sale, issuance, grant, delivery, pledge, transfer or encumbrance of (A) any capital stock, equity interest or other security, (B) any option, call, warrant, restricted securities, restricted stock unit, stock appreciation rights, incentive award measured based on the Shares or similar equity or equity-based awards with respect to any Acquired Corporation or right to acquire any capital stock, voting securities, equity interest or other security, or (C) any instrument convertible into or exchangeable for or settled in any capital stock, voting securities, equity interest or other security (except (x) that the Company may issue Shares as required to be issued upon the exercise or vesting (as the case may be) of the Company’s Equity Awards or Company Warrants, in each case as outstanding on the date of the Merger Agreement in accordance with their terms in effect on the date of the Merger Agreement or issuable to participants in the Company ESPP in accordance with the terms thereof in effect on the date of the Merger Agreement, or upon conversion of the Convertible Senior Notes, in each case, that are outstanding as of the date of the Merger Agreement (or in the case of the Company ESPP, made pursuant to elections in effect on the date of the Merger Agreement); (y) that the Company may issue Company Warrants to the extent required in connection with any Indebtedness permitted to be established or incurred under Section 5.2(b)(xiv) of the Merger Agreement or (z) with respect to sales, grants, pledges, transfers or encumbrances (or authorizations with respect to any of the foregoing)) constituting Encumbrances created or incurred in connection with any Indebtedness permitted to be established or incurred under Section 5.2(b)(xiv) of the Merger Agreement;
|

•
| except as required under any Employee Plan that has been disclosed on Section 3.17(a) of the Company Disclosure Schedule, (A) increase any benefits or increase the compensation payable or paid, whether conditionally or otherwise, to any current or former employee, director, officer or independent contractor of the Acquired Corporations other than in connection with increases in base salaries and target bonus opportunities in connection with promotions as permitted under Section 5.2(b)(v) of the Merger Agreement, provided that such increases are in the ordinary course of business and consistent with past practice, (B) establish, adopt, terminate or amend any Employee Plan (or any plan, program, arrangement or agreement that would be an Employee Plan if it were in existence on the date of the Merger Agreement), other than the renewals of broad-based Employee Plans in the ordinary course of business consistent with past practice if the cost related to such renewal is not material or with respect to the entry into offer letters or promotion letters on the Company’s standard form that do not provide for severance or other termination-related entitlements in connection with any hire, promotion, engagement, or termination not otherwise prohibited by Section 5.2(b)(v) of the Merger Agreement, (C) grant any bonus, deferred compensation, severance or termination pay or benefit or grant any equity or equity-based awards to any employee, director, officer, or independent contractor of the Acquired Corporations, or (D) take any action, or grant any right, to accelerate the vesting under any Employee Plans (or any plan, program, arrangement or agreement that would be an Employee Plan if it were in existence on the date of the Merger Agreement);
|

•
| hire, promote, engage or terminate (other than a termination for cause) the employment or engagement of any employee or independent contractor who earns or will earn (or prior to such termination, did earn) annual base compensation in excess of $200,000;
|

•
| engage in any broad-based written or oral discussions or communications with any employee, director, officer, or independent contractor of the Acquired Corporations regarding post-Closing compensation and benefits;
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| take any action that would constitute a “mass layoff” or “plant closing” within the meaning of, or would otherwise trigger notice requirements or liability under, the WARN Act;
|

•
| terminate, allow to lapse or expire, suspend, modify or otherwise take any step to limit the effectiveness or validity of, or fail to maintain as valid and in full force and effect, any applicable material Governmental Authorization owned or controlled by any Acquired Corporation;
|

•
| amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational or governing documents;
|

•
| form any subsidiary, acquire any equity or voting interest in any other Entity or enter into any joint venture, or clinical or commercial collaboration agreement or any other material collaboration, license, development, partnership, limited liability company, strategic alliance, material research, commercialization or similar material arrangement or trigger or exercise any right of first negotiation or right of first refusal under any collaboration, license or development agreement or similar arrangement;
|

•
| make or authorize any capital expenditure in excess of $50,000 in the aggregate;
|

•
| acquire, lease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, covenant not to assert, relinquish or permit to lapse, transfer or assign guarantee, exchange or swap, mortgage or otherwise encumber (including pursuant to a sale-leaseback transaction or securitization) or subject to any material Encumbrance (other than Permitted Encumbrances) any material tangible asset or property (except (A) in the ordinary course of business consistent with past practice, (B) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of the Acquired Corporations, (C) capital expenditures permitted by Section 5.2(b)(xi) of the Merger Agreement, (D) transactions among Acquired Corporations, (E) with respect to pledges, sales or other dispositions constituting Encumbrances created or incurred in connection with any Indebtedness permitted to be established or incurred under Section 5.2(b)(xiv) of the Merger Agreement, or (F) pursuant to Contracts, to which an Acquired Corporation is a party, made available to Parent and in effect prior to the date of the Merger Agreement);
|

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| acquire, lease, license, sublicense, pledge, encumber, sell or otherwise dispose of, or abandon or permit to lapse, or transfer or assign any item of Company IP nor disclose any Trade Secrets to a third Person other than pursuant to a written confidentiality agreement (except (A) in the ordinary course of business consistent with past practice (including entering into Standard IP Contracts or Permitted Encumbrances), (B) abandoning or permitting to lapse any Company Registered IP at the end of its statutory term or otherwise in the ordinary course of business consistent with past practice, or (C) transactions among Acquired Corporations);
|

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| lend money or make capital contributions or advances to or make investments in, any Person, or incur, assume or guarantee or otherwise become contractually liable for any material Indebtedness for borrowed money (except for (A) advances to directors, employees, consultants and other third parties involved in the sales, marketing and distribution of Company products for travel and other business related expenses in the ordinary course of business consistent with past practice and in compliance with the Company’s policies related thereto; (B) advances of expenses as required under the Company’s certificate of incorporation or bylaws or any Contract made available to Parent; (C) surety bonds, letters of credit or similar instruments issued in the ordinary course of business consistent with past practice and (D) Indebtedness in an aggregate principal amount not to exceed $100,000);
|

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| (A) amend or modify or breach in any material respect, or voluntarily terminate, any Material Contract (but excluding the amendment or modification of any statement of work, purchase order or ancillary agreement or documentation issued under an existing Material Contract, not in excess of $100,000 individually) (B) enter into any Contract which would have been a Material Contract if such Contract was outstanding as of the execution and delivery of the Merger Agreement(but excluding the entry into any statement of work, purchase order or ancillary agreement or documentation issued under an existing Material Contract, not in excess of $100,000 individually), in each case of clauses (A) and (B), except in the ordinary course of business consistent with past practice or as otherwise permitted by Section 5.2(b) of the Merger Agreement, or (C) amend, modify, breach in any respect, or terminate, that certain Material Contract identified on Section 5.2(b)(xv)(C) of the Company Disclosure Schedule;
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24

TABLE OF CONTENTS
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| (A) change any income or other material method of Tax accounting or any Tax accounting period; (B) make (except in the ordinary course of business), change or revoke any income or other material Tax election; (C) file an amended income or other material Tax Return; (D) enter into a closing agreement with any Governmental Body regarding any income or other material Taxes; (E) settle, compromise or consent to any income or other material Tax claim or assessment or surrender a right to a material Tax refund; (F) waive or extend the statute of limitations with respect to any Tax or Tax Return, other than any automatically granted extension obtained to file Tax Returns or in connection with any pending Tax claim or proceeding; or (G) take any action that will cause a change in the (x) U.S. federal (and applicable state or local) income Tax classification or (y) Tax residency, in each case, of any Acquired Corporation from its classification or residency, as applicable, as of the date of the Merger Agreement;
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| commence any Legal Proceeding or settle, release or waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim) against any Acquired Corporation, other than (A) any settlement that involves a Tax claim or assessment which is exclusively governed by Section 5.2(b)(xvi) of the Merger Agreement; (B) any settlement or compromise with any Governmental Body where (1) the amount paid does not exceed $50,000 in the aggregate, (2) such settlement or compromise does not impose any non-monetary restrictions or obligations that are material to the Acquired Corporations, taken as a whole, and (3) such settlement does not involve any finding or admission of any violation of Legal Requirements or admission of any wrongdoing by any Acquired Corporation; (C) any settlement or compromise that relates to Intellectual Property Rights where (1) the amount paid does not exceed $50,000 in the aggregate, (2) such settlement or compromise does not impose any non-monetary restrictions or obligations that are material to the Acquired Corporations, taken as a whole, and (3) such settlement does not involve any finding or admission of any violation of Legal Requirements or admission of any wrongdoing by any Acquired Corporation; (D) any other settlement or compromise that (1) results solely in monetary obligations involving only the payment of monies by the Acquired Corporations of not more than $100,000 in the aggregate (excluding monetary obligations that are funded by an indemnity obligation to, or an insurance policy of, any Acquired Corporation) or (2) results in no monetary or other material non-monetary obligation of any Acquired Corporation; provided that the settlement, release, waiver or compromise of any Legal Proceeding or claim brought by Company stockholders against the Company and/or its directors relating to the Transactions or a breach of the Merger Agreement or any other agreements contemplated therein shall be subject to Section 2.7 or Section 6.5 of the Merger Agreement, as applicable;
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| enter into any collective bargaining agreement or other Contract with any Union;
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| adopt or implement any stockholder rights plan or similar arrangement;
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| adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired Corporations; or
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| authorize any of, or agree or commit to take, any of the foregoing actions.
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No Solicitation
Pursuant to the Merger Agreement, except as otherwise described below, during the Pre-Closing Period, the Company shall (and shall cause each Acquired Corporation to) not, and shall use reasonable best efforts to cause their respective directors, officers, employees, attorneys, accountants, investment bankers, consultants, agents, financial advisors, other advisors and other representatives (“ Representatives ”) not to, directly or indirectly:
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| continue any solicitation, knowing encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal (as defined below);
|

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| (A) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public

### EX-99.A1B - EXHIBIT (A)(1)(B)
EX-99.A1B
3
ny20071872x1_exa1b.htm
EXHIBIT (A)(1)(B)

Exhibit (a)(1)(B)
Letter of Transmittal to Tender Shares of Common Stock

of

KALVISTA PHARMACEUTICALS, INC.

at

$27.00 per share, net to the seller in cash, without interest and subject to any withholding of taxes

Pursuant to the Offer to Purchase dated May 13, 2026

by

SKYLINE MERGER SUB, INC.

a wholly owned subsidiary of
CHIESI FARMACEUTICI S.P.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON JUNE 10, 2026, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED

The Depositary for the Offer is:
Equiniti Trust Company, LLC
Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2.
Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to:

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If delivering by hand, express mail, courier, or

other expedited service:
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Equiniti Trust Company, LLC

1110 Centre Pointe Curve

Suite #101

Mendota Heights, MN 55120

Attn: Onbase – Reorganization Department
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| Equiniti Trust Company, LLC

Operations Center

Attn: Onbase – Reorganization Department

1110 Centre Pointe Curve

Suite #101

Mendota Heights, MN 55120
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Pursuant to the offer of Skyline Merger Sub, Inc. to purchase all outstanding Shares of KalVista Pharmaceuticals, Inc. (the “Shares”), the undersigned encloses herewith and tenders the following Shares:

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| DESCRIPTION OF SHARES SURRENDERED
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| Name(s) and Address(es) of Registered Owner(s)

(If blank, please fill in exactly as name(s) appear(s) on share certificate(s))
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| Shares Surrendered

(attached additional list if necessary)
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| Certificated Shares**
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| Certificate

Number(s)*
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| Total Number of

Shares

Represented by

Certificate(s) *
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| Number of

Shares

Surrendered **
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| Book Entry

Shares

Surrendered
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| DRIP shares

to be

tendered
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| Total Shares
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*

| Need not be completed by book-entry stockholders.
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**

| Unless otherwise indicated, it will be assumed that all shares of common stock represented by certificates described above are being surrendered hereby.
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THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE FOR THE DEPOSITARY WILL NOT CONSTITUTE VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH SIGNATURE GUARANTEE, IF REQUIRED, AND COMPLETE THE IRS FORM W-9 SET FORTH BELOW, IF REQUIRED. PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
ALL QUESTIONS REGARDING THE OFFER SHOULD BE DIRECTED TO THE INFORMATION AGENT, MACKENZIE PARTNERS, INC., AT (800) 322-2885 OR THE ADDRESS SET FORTH ON THE BACK PAGE OF THE OFFER TO PURCHASE.
IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS, YOU SHOULD CONTACT THE INFORMATION AGENT, MACKENZIE PARTNERS, INC., AT (800) 322-2885.
THE OFFER IS BEING MADE TO ALL HOLDERS OF SHARES. WE ARE NOT AWARE OF ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD BE PROHIBITED BY SECURITIES, “BLUE SKY” OR OTHER LAW OR REGULATION OF SUCH JURISDICTION. IF WE BECOME AWARE OF ANY U.S. STATE IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE OF SHARES PURSUANT THERETO WOULD NOT BE IN COMPLIANCE WITH LAW OR REGULATION, WE WILL MAKE A GOOD FAITH EFFORT TO COMPLY WITH ANY SUCH LAW OR REGULATION. IF, AFTER SUCH GOOD FAITH EFFORT, WE CANNOT COMPLY WITH ANY SUCH LAW OR REGULATION, THE OFFER WILL NOT BE MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF HOLDERS OF) THE HOLDERS OF SHARES IN SUCH STATE. IN THOSE JURISDICTIONS WHERE APPLICABLE LAWS OR REGULATIONS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF PURCHASER BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION TO BE DESIGNATED BY PURCHASER.
This Letter of Transmittal is being delivered to you in connection with the offer by Skyline Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni (“ Parent ”), to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2026 (the “ Offer to Purchase ”), the accompanying Letter of Transmittal (the “ Letter of Transmittal ”) and the other exhibits to the Tender Offer Statement on Schedule TO (which, collectively with the Offer to Purchase and the Letter of Transmittal, each as may be amended, supplemented or modified from time to time, constitute the “ Offer ”). The Offer expires on the Expiration Date. “ Expiration Date ” means one minute following 11:59 p.m., Eastern Time, on June 10, 2026, unless the expiration of the Offer is extended to a subsequent date and time in accordance with the terms of the Agreement and Plan of Merger, dated April 29, 2026, by and among Parent, the Company, Purchaser and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales (the “ Merger Agreement ”), in which event the term “Expiration Date” means such subsequent date and time.
You should use this Letter of Transmittal to deliver to Equiniti Trust Company, LLC (the “ Depositary ”) Shares represented by stock certificates or held in book-entry form on the books of the Company, or its stock transfer agent, for tender. If you are delivering your Shares by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“ DTC ”), you must use an Agent’s Message (as defined in Instruction 2 below). In this Letter of Transmittal, stockholders who deliver certificates representing their Shares are referred to as “Certificate Stockholders.”

2

If certificates for your Shares are not immediately available or you cannot deliver your certificates and all other required documents to the Depositary prior to the Expiration Date or you cannot complete the book-entry transfer procedures prior to the Expiration Date, you may nevertheless tender your Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2 below. Delivery of documents to DTC will not constitute delivery to the Depositary.
If any certificate representing any Shares you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated, you should contact the Company’s stock transfer agent, Equiniti Trust Company, LLC (the “ Transfer Agent ”) by telephone (718) 921-8317, fax (718) 765-8758, or toll-free at (877) 248-6417 (toll free in the United States) regarding the requirements for replacement. You may be required to post a bond to secure against the risk that such certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 10.
IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC, COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK- ENTRY TRANSFER):

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Name of Tendering Institution:
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DTC Participant Number:
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Transaction Code Number:
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☐ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY):

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Name(s) of Registered Owner(s):
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Window Ticket Number (if any) or

DTC Participant Number:
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Date of Execution of Notice of

Guaranteed Delivery:
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Name of Institution which

Guaranteed Delivery:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

3

Ladies and Gentlemen:
The undersigned hereby tenders to Skyline Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni (“ Parent ”), the above-described shares of common stock, par value $0.001 per share (the “ Shares ”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), in exchange for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in this Letter of Transmittal (this “ Letter of Transmittal ”), the related Offer to Purchase dated May 13, 2026 (the “ Offer to Purchase ”) and the other exhibits to the Tender Offer Statement on Schedule TO (which, collectively with this Letter of Transmittal and the Offer to Purchase, each as may be amended, supplemented or modified from time to time, constitute the “ Offer ”). The undersigned hereby acknowledges the undersigned has received the Offer to Purchase. The Offer expires on the Expiration Date. “ Expiration Date ” means one minute following 11:59 p.m., Eastern Time, on June 10, 2026, unless the expiration of the Offer is extended to a subsequent date and time in accordance with the terms of the Agreement and Plan of Merger, dated April 29, 2026, by and among Parent, the Company, Purchaser and KalVista Pharmaceuticals Limited, a private company organized under the laws of England and Wales (the “ Merger Agreement ”), in which event the term “Expiration Date” means such subsequent date and time.
Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment of the Shares validly tendered herewith, and not properly withdrawn, prior to the Expiration Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and interest in and to all of the Shares being tendered hereby and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after the date hereof (collectively, “ Distributions ”). In addition, the undersigned hereby irrevocably appoints Equiniti Trust Company, LLC (the “ Depositary ”) the attorney-in-fact and proxy of the undersigned with respect to such Shares and any and all Distributions with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered Shares and any Distributions) to the full extent of such stockholder’s rights with respect to such Shares and any Distributions (a) to deliver certificates representing such Shares (the “ Share Certificates ”) and any and all Distributions, or transfer of ownership of such Shares and any and all Distributions on the account books maintained by The Depository Trust Company (“ DTC ”), together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to present such Shares and any and all Distributions for transfer on the books of the Company, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all upon the terms and subject to the conditions of the Offer.
Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and any and all Distributions, including voting at any meeting of stockholders or executing a written consent concerning any matter.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all of the Shares tendered hereby and any and all Distributions and, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the Share Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of any and all of the Shares tendered hereby and any and all Distributions. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser any and all Distributions in respect of any and all of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire Offer Price or deduct from such Offer Price the amount or value thereof, as determined by Purchaser in its sole discretion.

4

It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary.
IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THE SHARES, THE SHARE CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE OPTION AND RISK OF THE UNDERSIGNED AND THAT THE RISK OF LOSS OF SUCH SHARES, SHARE CERTIFICATE(S) AND OTHER DOCUMENTS SHALL PASS ONLY AFTER THE DEPOSITARY HAS ACTUALLY RECEIVED THE SHARES OR SHARE CERTIFICATE(S) (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except upon the terms and subject to the conditions of the Offer, this tender is irrevocable.
The undersigned understands that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances, upon the terms and subject to the conditions of the Offer, Purchaser may not be required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the Offer Price in the name(s) of, and/or return any Share Certificates representing Shares not validly tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the Offer Price and/or return any Share Certificates representing Shares not validly tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.” The undersigned recognizes that Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares from the name(s) of the registered holder(s) thereof if Purchaser does not accept for payment any of the Shares so tendered.
In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the Offer Price and/or issue any Share Certificates representing Shares not validly tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares validly tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Purchaser does not accept for payment any of the Shares so validly tendered.

5

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| SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 4, 5 and 7)
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| To be completed ONLY if Share Certificates not validly tendered or not accepted for payment and/or the check for the Offer Price in consideration of Shares validly tendered and accepted for payment are to be issued in the name of someone other than the undersigned:
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| Issue:

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| Name:
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| (Tax Identification or Social Security Number)
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| SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 4, 5 and 7)

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| To be completed ONLY if Share Certificate(s) not validly tendered or not acceptable for payment and/or the check for the Closing Amount of Shares validly tendered and accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above
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| Issue:
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|   ☐ Check and/or

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|   ☐ Share Certificates to:

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| Name:
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| (Please Print)

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6

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| IMPORTANT - SIGN HERE

(U.S. Holders Please Also Complete the Enclosed IRS Form W-9)

(Non-U.S. Holders Please Obtain and Complete IRS Form W-8BEN or W-8BEN-E or Other Applicable

IRS Form W-8)
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| (Signature(s) of Stockholder(s))
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| Dated:    , 20  
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| (Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)
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| Name(s):                                          
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| (Please Print)
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| Capacity (full title):                                     
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| Address:                                          
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| (Include Zip Code)
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| Area Code and Telephone Number:                               
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| Tax Identification or Social Security No.:                            
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7

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| GUARANTEE OF SIGNATURE(S)

(For use by Eligible Institutions only;

see Instructions 1 and 5)
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| Name of Firm:                                       
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| (Please Type or Print)
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| Authorized Signature:                                    
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| (Please Type or Print)
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| Name:                                          
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| Area Code and Telephone Number:                               
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| Dated:           , 20  
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| ____________________________________________________________________________________
Place medallion guarantee in space below:
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8

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures for Shares . No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 1, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the cover of this Letter of Transmittal or (b) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (each an “Eligible Institution” and collectively “Eligible Institutions”) (for example, the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations . This Letter of Transmittal is to be completed by stockholders if Share Certificates are to be forwarded herewith. If Shares represented by Share Certificates are being tendered, such Share Certificates, as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth herein on or prior to the Expiration Date. If Shares are to be tendered by book-entry transfer, the procedures for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase must be followed, and an Agent’s Message and confirmation of a book-entry transfer into the Depositary’s account at DTC of Shares tendered by book-entry transfer (such a confirmation, a “Book-Entry Confirmation”) must be received by the Depositary on or prior to the Expiration Date.
Stockholders whose Share Certificates are not immediately available or who cannot deliver all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedures for book-entry transfer prior to the Expiration Date may nevertheless tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Purchaser must be received by the Depositary prior to the Expiration Date, and (c) Share Certificates representing all tendered Shares, in proper form for transfer (or a book entry confirmation with respect to such Shares), this Letter of Transmittal (or facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and all other documents required by this Letter of Transmittal, if any, must be received by the Depositary within ONE (1) NASDAQ Global Select Market trading day after the date of execution of such Notice of Guaranteed Delivery.
The term “Agent’s Message” means a message, transmitted through electronic means by DTC in accordance with the normal procedures of DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of, this Letter of Transmittal, and that Purchaser may enforce such agreement against such participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.
THE METHOD OF DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH SHARES). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE SHARES

9

(OR SHARE CERTIFICATES), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Shares for payment.
All questions as to validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, will be determined by Purchaser in its sole discretion, which determination shall be final and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to Purchaser’s satisfaction.
3. Inadequate Space . If the space provided on the cover page to this Letter of Transmittal is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.
4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary are to be tendered, stockholders should contact the Company’s stock transfer agent, Equiniti Trust Company, LLC (the “Transfer Agent”) by telephone (718) 921-8317, fax (718) 765-8758, or toll-free at (877) 248-6417 (toll free in the United States) to arrange to have such Share Certificate divided into separate Share Certificates representing the number of shares to be tendered and the number of shares to not be tendered. The stockholder should then tender the Share Certificate representing the number of Shares to be tendered as set forth in this Letter of Transmittal. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements . If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.
If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares.
If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s), in which case the Share Certificates representing the Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered owner(s) or holder(s) appear(s) on the Share Certificates. Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

10

6. Transfer Taxes . Except as otherwise provided in this Instruction 6, all transfer taxes with respect to the transfer and sale of Shares contemplated hereby shall be paid or caused to be paid by Purchaser. If payment of the Offer Price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not validly tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person, will need to be paid by such registered owner or established by such registered owner that such taxes have already been paid.
7. Special Payment and Delivery Instructions . If a check for the Offer Price is to be issued, and/or Share Certificates representing Shares not validly tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed.
8. Requests for Assistance or Additional Copies . Questions or requests for assistance may be directed to MacKenzie Partners, Inc. (the “Information Agent”) at its address and telephone number set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished at Purchaser’s expense.
9. U.S. Federal Backup Withholding . Under U.S. federal income tax law, a tendering stockholder that is a United States person (as defined for U.S. federal income tax purposes, a “United States person”), and, if applicable, each other U.S. payee, is required to provide the Depository with a correct Taxpayer Identification Number (“TIN”) on IRS Form W-9, which is included herein, and to certify, under penalties of perjury, that such number is correct and that such stockholder or payee is not subject to backup withholding of U.S. federal income tax or otherwise establish a basis for exemption from backup withholding. Failure to provide the information on the IRS Form W-9 may subject the tendering stockholder or payee to backup withholding at the applicable rate (currently 24%), and such stockholder or payee may be subject to a penalty imposed by the IRS. The tendering stockholder or payee should write “Applied For” in the space for the TIN if a TIN has not been issued and the stockholder or payee has applied for a number or intends to apply for a number in the near future. If a TIN has been applied for and the Depository is not provided with a TIN before payment is made, the tendering stockholder or payee will be subject to backup withholding at the applicable rate (currently 24%). See the enclosed IRS Form W-9 and the instructions thereto for additional information.
Certain stockholders or payees (including, among others, corporations and certain non-U.S. persons) may not be subject to backup withholding. Exempt stockholders or payees that are United States persons should furnish their TIN, check the appropriate box on the IRS Form W-9 and sign, date and return the IRS Form W-9 to the Depository to avoid backup withholding. A stockholder or other payee that is not a United States person may qualify as an exempt recipient by providing the Depository with a properly completed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or other appropriate IRS Form W-8, signed under penalties of perjury, attesting to such stockholder or payee’s foreign status or by otherwise establishing an exemption. An appropriate IRS Form W-8 may be obtained from the Depository or the IRS website ( www.irs.gov ).
Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund or credit may be obtained from the IRS, provided that the required information is timely provided to the IRS.
NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 (OR APPROPRIATE IRS FORM W-8, AS APPLICABLE) MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
10. Lost, Destroyed, Mutilated or Stolen Share Certificates . If any Share Certificate has been lost, destroyed, mutilated or stolen, the stockholder should promptly notify Equiniti Trust Company, LLC (the “Transfer Agent”) by telephone (718) 921-8317, fax (718) 765-8758, or toll-free at (877) 248-6417 (toll free in the United States). The stockholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.

11

11. Waiver of Conditions . Purchaser expressly reserves the right, in its sole discretion, to, upon the terms and subject to the conditions of the Offer, increase the Offer Price, waive any Offer Condition (as defined in the Offer to Purchase) or make any other changes to the terms and conditions of the Offer not inconsistent with the terms of the Merger Agreement, provided, however, that without the prior written consent of the Company, Parent and Purchaser will not:
•
| decrease the Offer Price;
|

•
| change the form of consideration payable in the Offer;
|

•
| decrease the maximum number of Shares sought to be purchased in the Offer;
|

•
| impose conditions or requirements to the Offer in addition to the Offer Conditions;
|

•
| amend, modify or waive the Minimum Condition, Termination Condition (each as defined in Annex I to the Merger Agreement) or the conditions set forth in clause (e) or (g) of Annex I to the Merger Agreement;
|

•
| amend or modify any of the other terms of the Offer in a manner that adversely affects, individually or in the aggregate, any holder of Shares in its capacity as such or the ability of Parent or Purchaser to consummate the Offer, the Merger or any of the other Transactions;
|

•
| except as provided in Sections 1.1(c) or 1.1(d) of the Merger Agreement, terminate the Offer or accelerate, extend or otherwise change the Expiration Date; or
|

•
| provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.
|

Purchaser may not withdraw the Offer prior to any scheduled Expiration Date (or any rescheduled Expiration Date), unless the Merger Agreement is terminated in accordance with its terms.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.

12

13

14

15

16

17

18

### EX-99.A1C - EXHIBIT (A)(1)(C)
EX-99.A1C
4
ny20071872x1_exa1c.htm
EXHIBIT (A)(1)(C)

Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY

(Not to be used for Signature Guarantee)

for

Tender of Shares of Common Stock

of

KALVISTA PHARMACEUTICALS, INC.

at

$27.00 per share

by

SKYLINE MERGER SUB, INC.,

a wholly owned subsidiary of

CHIESI FARMACEUTICI S.P.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON WEDNESDAY, JUNE 10, 2026, UNLESS THE OFFER IS EXTENDED (SUCH DATE
AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”) OR EARLIER TERMINATED .

As set forth in Section 3 of the Offer to Purchase, dated May 13, 2026 (the “Offer to Purchase” and together with the related Letter of Transmittal (the “Letter of Transmittal”), as they may be amended or supplemented from time to time, the “Offer”) this form must be used to accept the Offer if (1) certificates representing your shares of Common Stock, par value $0.001 per share (the “Shares”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), are not immediately available or cannot be delivered to the Depositary prior to the Expiration Date (or the procedures for book-entry transfer described in the Offer to Purchase and the Letter of Transmittal cannot be completed on a timely basis), or (2) time will not permit all required documents, including a completed and duly executed Letter of Transmittal, to reach the Depositary prior to the Expiration Date.
This form, signed and properly completed, may be transmitted by facsimile or delivered by mail or overnight courier to the Depositary. See Section 3 of the Offer to Purchase. All capitalized terms used and not defined herein shall have the same meanings as in the Offer to Purchase.
The Depositary for the Offer is:

Equiniti Trust Company, LLC

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If delivering by express mail, courier or other expedited service:

Equiniti Trust Company, LLC

1110 Centre Pointe Curve

Suite # 101

Mendota Heights, MN 55120

Attn: Onbase - Reorganization Department
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|  
| By mail:

Equiniti Trust Company, LLC

Operations Center

Attn: Onbase - Reorganization

Department

1110 Centre Pointe Curve

Suite # 101

Mendota Heights, MN 55120
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|  
| By facsimile transmission:

1 (718) 765-8758

To confirm:

Toll-free: 1 (877) 248-6417 or

1 (718) 921-8317
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|  
|

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION

OF INSTRUCTIONS VIA FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT

CONSTITUTE A VALID DELIVERY.
For this Notice of Guaranteed Delivery to be validly delivered, it must be received by the Depositary at the above address, or by facsimile transmission, by the Expiration Date. Deliveries of this Notice of Guaranteed Delivery to the Company, the Information Agent or The Depository Trust Company (“DTC”) will not be forwarded to the Depositary and therefore will not constitute valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the Instructions in the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:
The undersigned hereby tenders to Skyline Merger Sub, Inc. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni, on the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, receipt of which is hereby acknowledged, the number of Shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. All capitalized terms used and not defined herein shall have the same meanings as in the Offer to Purchase.
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.
ALL STOCKHOLDERS TENDERING BY NOTICE OF GUARANTEED DELIVERY

MUST COMPLETE THE FORM BELOW AND HAVE THE GUARANTEE ON

THE FOLLOWING PAGE COMPLETED

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Number of Shares and Certificate No(s):

(if available)
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Check here if Shares will be tendered by book-entry transfer.
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Name of Tendering Institution:
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DTC Account Number:
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Dated:
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Name(s) of Record Holder(s):
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(Please type or print)
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Address(es):
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| (Zip Code)
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Area Code and Tel. No.
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| (Daytime telephone number)
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Signature(s):
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|

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED

2

GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution that is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP) or the Stock Exchange Medallion Program (SEMP), or any other “eligible guarantor institution,” as the term is defined in Rule 17Ad-15 (the “Eligible Institution”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees that (1) the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) such tender of shares complies with Rule 14e-4 under the Exchange Act and (3) it will deliver to the Depositary either the certificates representing the Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary’s account at DTC, in any such case, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any required signature guarantees and other documents required by the Letter of Transmittal, within one business day (as defined in the Offer to Purchase) after the date of receipt by the Depositary of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for shares to the Depositary within the time period shown herein. Failure to do so could result in financial loss to such Eligible Institution.

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Name of Firm:
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Address:
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(Zip Code)
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Area Code and Telephone No.:
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(Authorized Signature)
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Name:
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(Please type or print)
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Title:
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Date:
|
 
|

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.

CERTIFICATES FOR SHARES SHOULD BE SENT WITH

YOUR LETTER OF TRANSMITTAL.

3

### EX-99.A1D - EXHIBIT (A)(1)(D)
EX-99.A1D
5
ny20071872x1_exa1d.htm
EXHIBIT (A)(1)(D)

Exhibit (a)(1)(D)
Offer to Purchase

All Outstanding Shares of Common Stock

of

KALVISTA PHARMACEUTICALS, INC.

at

$27.00 per share, net to the seller in cash, without interest and subject to any withholding of taxes

Pursuant to the Offer to Purchase dated May 13, 2026

by

SKYLINE MERGER SUB, INC.,

a wholly owned subsidiary

of

CHIESI FARMACEUTICI S.P.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON JUNE 10, 2026, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED (THE “ OFFER EXPIRATION TIME ”).

May 13, 2026
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Skyline Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni (“ Parent ”), to act as information agent (the “ Information Agent ”) in connection with Purchaser’s offer to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2026 (the “ Offer to Purchase ”), the accompanying Letter of Transmittal (the “ Letter of Transmittal ”) and the other exhibits to the Tender Offer Statement on Schedule TO (which, collectively with the Offer to Purchase and the Letter of Transmittal, each as may be amended, supplemented or modified from time to time, constitute the “ Offer ”). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.
The conditions of the Offer are described in Section 15 of the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
•
| The Offer to Purchase;
|

•
| The Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9) for your use in accepting the Offer and tendering Shares and for the information of your clients;
|

•
| A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;
|

•
| Notice of Guaranteed Delivery to be used to accept the Offer if certificates representing the Shares and all other required documents cannot be delivered to Equiniti Trust Company, LLC (the “ Depositary ”), prior to the Offer Expiration Time, if the procedure for delivery by book-entry transfer cannot be completed prior to the Offer Expiration Time, or if time will not permit all required documents to reach the Depositary prior to the Offer Expiration Time; and
|

•
| The Company’s Solicitation/Recommendation Statement on Schedule 14D-9, dated May 13, 2026.
|

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at one minute following 11:59 P.M., Eastern time, on June 10, 2026, unless the Offer is extended or earlier terminated. We are not providing for guaranteed delivery procedures.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated April 29, 2026 (as it may be amended, modified or supplemented from time to time, the “ Merger Agreement ”), by and among the Company, Parent, Purchaser and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales, pursuant to which, as soon as practicable following consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “ DGCL ”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “ Merger ”).
The board of directors of the Company has unanimously: (1) determined that the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger, the “ Transactions ”), are fair to, and in the best interest of, the Company and its stockholders; (2) declared it advisable to enter into the Merger Agreement; (3) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger; (4) resolved that the Merger shall be effected under Section 251(h) of the DGCL; and (5) resolved to recommend that the Company’s stockholders tender their Shares to Purchaser pursuant to the Offer; in each case, on the terms and subject to the conditions of the Merger Agreement.
For Shares to be validly tendered to the Purchaser pursuant to the Offer, (a)(i) the certificates evidencing such Shares or confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Depository Trust Company pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, and (iii) any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer, an “Agent’s Message” (as defined in the Offer to Purchase), must be timely received by the Depositary or (b) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and the Letter of Transmittal.
None of Parent or Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Depositary and the Information Agent as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained at no cost to stockholders from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.
Additionally, copies of the Offer to Purchase, the related Letter of Transmittal and any other materials related to the Offer are available free of charge at www.sec.gov.
Very truly yours,

MacKenzie Partners, Inc.
Nothing contained herein or in the enclosed documents shall render you, the agent of Purchaser, the Information Agent or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.
The Information Agent for the Offer is:
MacKenzie Partners, Inc.

7 Penn Plaza

New York, NY 10001

Banks & Brokers May Call: (212) 929-5500

All Others Call Toll-Free: (800) 322-2885

Email: tenderoffer@mackenziepartners.com

### EX-99.A1E - EXHIBIT (A)(1)(E)
EX-99.A1E
6
ny20071872x1_exa1e.htm
EXHIBIT (A)(1)(E)

Exhibit (a)(1)(E)
Offer to Purchase

All Outstanding Shares of Common Stock

of

KALVISTA PHARMACEUTICALS, INC.

at

$27.00 per share, net to the seller in cash, without interest and subject to any withholding of taxes

Pursuant to the Offer to Purchase dated May 13, 2026

by

SKYLINE MERGER SUB, INC.,

a wholly owned subsidiary

of

CHIESI FARMACEUTICI S.P.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON JUNE 10, 2026, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

May 13, 2026
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated May 13, 2026, and the related Letter of Transmittal in connection with the offer by Skyline Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni (“ Parent ”), to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2026 (the “ Offer to Purchase ”), the accompanying Letter of Transmittal (the “ Letter of Transmittal ”) and the other exhibits to the Tender Offer Statement on Schedule TO (which, collectively with the Offer to Purchase and the Letter of Transmittal, each as may be amended, supplemented or modified from time to time, constitute the “ Offer ”).
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU TENDER ALL OF YOUR SHARES IN THE OFFER.
We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.
Please note carefully the following:
1.

| The Offer Price for the Offer is $27.00 per Share, net to seller in cash, without interest and subject to any withholding of taxes.
|

2.

| The Offer is being made for all outstanding Shares.
|

3.

| The Offer is being made pursuant to an Agreement and Plan of Merger, dated April 29, 2026 (as it may be amended, modified or supplemented from time to time, the “ Merger Agreement ”), by and among the Company, Parent, Purchaser and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales, pursuant to which, as soon as practicable following consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “ DGCL ”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “ Merger ”).
|

4.

| The board of directors of the Company has unanimously: (1) determined that the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger, the “ Transactions ”), are fair to, and in the best interest of, the Company and its stockholders; (2) declared it advisable to enter into the Merger Agreement; (3) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger; (4) resolved that the Merger shall be effected under Section 251(h) of the DGCL; and (5) resolved to recommend that the Company’s stockholders tender their Shares to Purchaser pursuant to the Offer; in each case, on the terms and subject to the conditions of the Merger Agreement.
|

5.

| The Offer and withdrawal rights will expire at one minute following 11:59 P.M., Eastern Time, on June 10, 2026, unless the Offer is extended or earlier terminated.
|

6.

| There is no financing condition to the Offer. The Offer is subject to the conditions described in Section 15 of the Offer to Purchase.
|

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us with ample time to permit us to submit the tender on your behalf before the expiration of the Offer.
The Offer is being made to all holders of Shares. We are not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would be prohibited by securities, “blue sky” or other law or regulation of such jurisdiction. If we become aware of any U.S. state in which the making of the Offer or the acceptance of Shares pursuant thereto would not be in compliance with law or regulation, we will make a good faith effort to comply with any such law or regulation. If, after such good faith effort, we cannot comply with any such law or regulation, the Offer will not be made to (nor will tenders be accepted from or on behalf of holders of) the holders of Shares in such state.

2

INSTRUCTION FORM

With Respect to the Offer to Purchase

All Outstanding Shares of Common Stock

of

KALVISTA PHARMACEUTICALS, INC.

at

$27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes

Pursuant to the Offer to Purchase dated May 13, 2026

by

SKYLINE MERGER SUB, INC.,

a wholly owned subsidiary

of

CHIESI FARMACEUTICI S.P.A.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 13, 2026, and the related Letter of Transmittal, in connection with the offer by Skyline Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni, to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), of KalVista Pharmaceuticals, Inc., a Delaware corporation, for $27.00 per Share, net to seller in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2026 and in the accompanying Letter of Transmittal (such offer, the “ Offer ”).
The undersigned hereby instruct(s) you to tender to Purchaser the number of Shares indicated below (or, if no number is indicated, all Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any certificate representing Shares submitted on the undersigned’s behalf will be determined by Purchaser and such determination shall be final and binding, subject to any judgment of any court of competent jurisdiction.
The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

|  
|  
|  
|
Number of Shares to be Tendered:
|  
|  
| SIGN HERE
|
 
|  
|  
|  
|
Shares*
|  
|  
| Signature(s)
|
 
|  
|  
|  
|
Account No.:
|  
|  
| Please print name(s) and address(es) here
|
 
|  
|  
|  
|
Dated:      , 2026
|  
|  
|  
|
 
|  
|  
|  
|
Area Code and Phone Number
|
 
|  
|  
|  
|
Tax Identification Number or Social Security Number
|
 
|

*

| Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.
|

3

### EX-99.A1F - EXHIBIT (A)(1)(F)
EX-99.A1F
7
ny20071872x1_exa1f.htm
EXHIBIT (A)(1)(F)

Exhibit (a)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated May 13,
2026, the related Letter of Transmittal and other related materials and any amendments, supplements or modifications thereto, and is being made to all holders of Shares. Purchaser (as defined below) is not aware of any jurisdiction in which the
making of the Offer or the acceptance thereof would be prohibited by securities, “blue sky” or any other law or regulation of such jurisdiction. If Purchaser becomes aware of any U.S. state in which the making of the Offer or the acceptance of Shares
pursuant thereto would not be in compliance with law or regulation, Purchaser will make a good faith effort to comply with any such law or regulation. If, after such good faith effort, Purchaser cannot comply with any such law or regulation, the
Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state.

Notice of Offer to Purchase

All Outstanding Shares of Common Stock

of

KALVISTA PHARMACEUTICALS, INC.

at

$27.00 per share, net to the seller in cash, without interest and subject to any withholding of taxes

Pursuant to the Offer to Purchase dated May 13, 2026

by

SKYLINE MERGER SUB, INC.,

a wholly owned subsidiary

of

CHIESI FARMACEUTICI S.P.A.

Skyline Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni (“Parent”), is offering to purchase all of the outstanding shares
of common stock, par value $0.001 per share (the “Shares”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the
“Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2026 (the “Offer to Purchase”), the accompanying Letter of Transmittal (the “Letter of Transmittal”) and the other exhibits to the Tender
Offer Statement on Schedule TO (which, collectively with the Offer to Purchase and the Letter of Transmittal, each as may be amended, supplemented or modified from time to time, constitute the “Offer”). Stockholders of record who tender directly to
Equiniti Trust Company, LLC (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as may be set forth in the Letter of Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer.
Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult such institution as to whether it charges any service fees or commissions.

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON JUNE 10, 2026, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated April 29, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent, Purchaser and KalVista
Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales, pursuant to which, as soon as practicable following consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge
with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the
surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). In the Merger, each Share outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) any Shares held immediately
prior to the Effective Time by the Company (or held in the Company’s treasury), (ii) any Shares held immediately prior to the Effective Time by Parent or Purchaser or any other direct or indirect wholly owned subsidiary of Parent or Purchaser
(including, for the avoidance of doubt, any shares acquired by Purchaser in the Offer) (see Section 8 – “Certain Information Concerning Parent, Purchaser and Valline” of the Offer to Purchase), and (iii) any Shares held by Company stockholders who
are entitled to appraisal rights and who have properly exercised and perfected their statutory rights of appraisal pursuant to, and who comply in all respects with, Section 262 of the DGCL and who, as of the Effective Time, have neither effectively
withdrawn nor lost their rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive the Offer Price, without interest, from Purchaser, less any withholding of applicable taxes.

The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction or, to the extent waivable by Purchaser or Parent,
waiver by Purchaser or Parent, of, among other conditions set forth in Section 15 – “Conditions of the Offer” of the Offer to Purchase (collectively, the “Offer Conditions”): (1) the Minimum Condition (as defined below) and (2) the Regulatory
Condition (as defined below). The Offer also is subject to other customary conditions as set forth in the Offer to Purchase. See Section 15 – “Conditions of the Offer” of the Offer to Purchase. There is no financing condition to the Offer.

The term “Expiration Date” means one minute following 11:59 p.m. Eastern Time, on June 10, 2026, unless the expiration of the Offer is extended to a subsequent date and time in accordance with the terms of the Merger
Agreement, in which event the term “Expiration Date” means such subsequent date and time.

The board of directors of the Company has unanimously: (1) determined that the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger, the “Transactions”), are fair to, and in the
best interest of, the Company and its stockholders; (2) declared it advisable to enter into the Merger Agreement; (3) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions,
including the Offer and the Merger; (4) resolved that the Merger shall be effected under Section 251(h) of the DGCL; and (5) resolved to recommend that the Company’s stockholders tender their Shares to Purchaser pursuant to the Offer; in each case,
on the terms and subject to the conditions of the Merger Agreement.

The Merger Agreement contains provisions that govern the circumstances under which Purchaser is required or permitted to extend the Offer and under which Parent is required to cause Purchaser to extend the Offer.
Specifically, the Merger Agreement provides:

|
(i) |

if, at the then scheduled Expiration Date, any Offer Condition (as defined in the Merger Agreement) has not been satisfied or waived by Purchaser or Parent (to the extent waivable by Purchaser or Parent), Purchaser may, in its discretion
(and without the consent of the Company or any other person) extend the Offer on one or more occasions, for additional periods of up to ten business days per extension, to permit such Offer Condition to be satisfied;

|

|
(ii) |

Purchaser shall extend the Offer for (A) any period required by any Legal Requirement (as defined in the Merger Agreement), any interpretation or position of the SEC, the staff thereof, or Nasdaq applicable to the Offer; and (B) one or
more consecutive increments of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR
Act”), any foreign Antitrust Law (as defined in the Merger Agreement) and any Foreign Investment Law (as defined in the Merger Agreement) has expired or been terminated; and

|

|
(iii) |

if, as of the then scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived (to the extent waivable by Purchaser or Parent), at the written request of the Company, Purchaser shall extend the Offer on one or
more occasions for consecutive increments of such duration as requested by the Company, but not more than ten business days per extension, to permit such Offer Condition to be satisfied;

|

provided, however, that in no event will Purchaser (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of the Merger Agreement in accordance with its terms, and (y) the End Date
(as defined in the Merger Agreement) (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company, and provided, further, however, that if
at any then-scheduled Expiration Date all of the Offer Conditions other than the Minimum Condition and any other conditions that by their nature are to be satisfied at the Offer Acceptance Time (as defined in the Offer to Purchase) have been
satisfied or waived and the Minimum Condition has not been satisfied, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, extend the Offer on more than three occasions in consecutive periods of up to ten
business days each.

The term “Minimum Condition” means that there shall have been validly tendered, and not validly withdrawn, in the Offer a number of Shares that, considered together with all other Shares (if any) beneficially owned by
Parent and its Affiliates (as defined in the Merger Agreement), represent one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer.

The term “Regulatory Condition” means that any waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated and the Antitrust and Foreign Investment Approvals
(as defined in the Merger Agreement) shall have been obtained.

The term “Termination Condition” means that the Merger Agreement shall not have been terminated in accordance with its terms.

If the Offer is consummated, Purchaser will not seek the approval of the Company’s remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful
tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the
constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent
corporation. Accordingly, if the Offer is consummated, the completion of the Merger does not require a vote of the Company’s stockholders, in accordance with Section 251(h) of the DGCL.

Purchaser expressly reserves the right to waive, in its sole discretion, in whole or in part, any Offer Condition or modify the terms of the Offer, except that the Company’s prior written consent is required for
Purchaser to:

|
(i) |

decrease the Offer Price;

|

|
(ii) |

change the form of consideration payable in the Offer;

|

|
(iii) |

decrease the maximum number of Shares sought to be purchased in the Offer;

|

|
(iv) |

impose conditions or requirements to the Offer in addition to the Offer Conditions;

|

|
(v) |

amend, modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clauses (e) or (g) of Annex I to the Merger Agreement;

|

|
(vi) |

amend or modify any of the other terms of the Offer in a manner that adversely affects, individually or in the aggregate, any holder of Shares in its capacity as such or the ability of Parent or Purchaser to consummate the Offer, the
Merger or any of the other Transactions;

|

|
(vii) |

terminate the Offer or accelerate, extend or otherwise change the Expiration Date, except as provided in Sections 1.1(c) or 1.1(d) of the Merger Agreement; or

|

|
(viii) |

provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

|

Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00
a.m., Eastern Time, on the business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser intends to make announcements regarding the Offer by issuing
a press release and making any appropriate filing with the SEC.

For Company stockholders who are registered holders, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees and any other documents required by the Letter of
Transmittal (or in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal and such other documents) must be received by the Depositary prior to the Expiration Date. Company
stockholders must tender their Shares in accordance with the procedures set forth in the Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect. Company
stockholders who wish to tender their Shares pursuant to the Offer and cannot deliver such Shares and all other required documents to the Depositary prior to the Expiration Date or cannot comply with the procedures for book-entry transfer set forth
in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase prior to the Expiration Date may nevertheless tender such Shares by following the procedures for guaranteed delivery set forth in Section 3 –
“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered to Purchaser and not validly withdrawn as, if and when Purchaser give oral or written
notice to the Depositary of Purchaser’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of
the Offer Price for such Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from Parent and Purchaser and transmitting such payments to tendering stockholders whose Shares have been
accepted for payment. If Parent or Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Parent and Purchaser’s
rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on Purchaser’s behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in
Section 4 – “Withdrawal Rights” of the Offer to Purchase and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will Parent nor Purchaser pay interest on the Offer Price for Shares
accepted for payment in the Offer, including by reason of any extension of the Offer or any delay in making such payment.

In all cases, Purchaser will pay for Shares validly tendered, not validly withdrawn and accepted for payment pursuant to the Offer only (a) after timely receipt by the Depositary of (i) the certificates evidencing such
Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in
Section 3 – “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees and (iii) any other documents required by the
Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal and such other documents or (b) if the tendering stockholder has complied with the guaranteed delivery procedures set forth in
Section 3 – “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry
Confirmations and Agent’s Message, in each case, with respect to Shares, are actually received by the Depositary.

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, tenders are irrevocable, except that if Purchaser has not accepted your Shares for payment within 60 days of
commencement of the Offer, you may withdraw them at any time after July 12, 2026, the 60th day after commencement of the Offer, until Purchaser accepts your Shares for payment, pursuant to Section 14(d)(5) of the Exchange Act.

For a withdrawal of Shares to be effective, the Depositary must timely receive a written notice of withdrawal at one of its addresses set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s)
on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures
for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn
Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the registered owners and the serial
numbers shown on such Share Certificates must also be furnished to the Depositary.

Withdrawals of tenders of Shares may not be rescinded and any Shares validly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the
procedures for tendering Shares described in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase at any time prior to the Expiration Date.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is
incorporated herein by reference.

The Company has provided Purchaser with its stockholder list and security position listings for the purpose of disseminating the Offer to Purchase, the related Letter of Transmittal and related documents to holders of
Shares. The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares, whose names appear on the Company’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to
brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for
subsequent transmittal to beneficial owners of Shares.

The exchange of Shares for cash pursuant to the Offer or the Merger, as applicable, will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder (as defined in the Offer to Purchase) will
recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received (determined before the deduction of withholding taxes, if any) and (ii) the U.S. Holder’s
adjusted tax basis in the Shares sold pursuant to the Offer or exchanged pursuant to the Merger.

Purchaser urges you to consult with your tax advisor as to the tax considerations relevant to you and the consequences of the Offer and the Merger in light of your particular circumstances (including the application and
effect of any U.S. federal, state, local or non-U.S. income and other tax laws).

The Offer to Purchase and the related Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer.

Questions or requests for assistance may be directed to the Information Agent at the address and telephone numbers listed below. Additional copies of the Offer to Purchase, the Letter of Transmittal and other materials
may also be obtained from the Information Agent. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. None of Parent or Purchaser will pay any fees or commissions to any broker or
dealer or to any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be
reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.

The Information Agent for the Offer is:

MacKenzie Partners, Inc.

7 Penn Plaza

New York, NY 10001

Banks & Brokers May Call: (212) 929-5500

All Others Call Toll-Free: (800) 322-2885

Email: tenderoffer@mackenziepartners.com

May 13, 2026

### EX-99.D2 - EXHIBIT (D)(2)
EX-99.D2
8
ny20071872x1_exd2.htm
EXHIBIT (D)(2)

Exhibit (d)(2)
 
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| Mutual Confidentiality Agreement

KalVista Pharmaceuticals Inc. and

Chiesi Farmaceutici S.p.A.
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MUTUAL CONFIDENTIALITY AGREEMENT
This Mutual Confidentiality Agreement (the “ Agreement ”) is made on the 23 rd day of January, 2026 (the “ Effective Date ”), between
KalVista Pharmaceuticals, Inc. , a Delaware corporation having an address of 55 Cambridge Pkwy Cambridge, MA 02142 (“ KalVista ”); and
Chiesi Farmaceutici S.p.A. having its place of business at Via Palermo, 26/A, 43122 Parma, Italy (“ Counterparty ”).
KalVista and Counterparty may be referred to individually as a “ Party ” and together as the “ Parties. ”
RECITALS
WHEREAS the Parties intend to exchange Confidential Information (as defined below) for KalVista related to its business, technology, and know-how in the area of rare diseases with unmet medical needs including Hereditary Angioedema, and for Counterparty related to its business, technology and know-how in relation to rare diseases field for the purpose of evaluating a potential business relationship or transaction (the “ Purpose ”).
WHEREAS the Parties wish to protect and preserve the confidential and/or proprietary nature of the Confidential Information that may be disclosed by a Party (the “ Disclosing Party ”) to the other Party (the “ Receiving Party ”).
1

| Definitions
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1.1

| “ Affiliate ” means any entity, person, corporation, company, partnership, now or in the future, controlling, controlled by, or in common control with a Party. For the purposes of this definition, “ control ” means ownership, directly or indirectly, of at least fifty percent (50%) of voting rights in an entity, or rights or powers to control the management of such entity, corporation, company, partnership, or in the case of an unincorporated entity, of person exercising similar functions.
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1.2

| “ Confidential Information ” means any and all information, data and materials, including without limitation, information regarding research, development, service offerings, new and existing products, marketing and selling plans, business plans, budgets and unpublished financial statements, distribution arrangements, prices and costs, suppliers and customers, trade secrets, know-how, goodwill, techniques and designs, the existence of any business discussions, negotiations or agreements between the Parties, and any information regarding the skills and compensation of employees, contractors or agents of the Disclosing Party, and any information regarding the Disclosing Party’s rights pertaining to copyright, patent, patent applications, drawings, discoveries, intentions, improvements, technical data, formulae, computer programs, trademarks, logos, registered and unregistered designs, design rights, and similar industrial or intellectual property rights, disclosed by the Disclosing Party to the Receiving Party for the Purpose whether oral (provided that data and information disclosed orally are confirmed in writing by the Disclosing Party within 30 (thirty) days after the date of such disclosure), in writing or in electronic form and whether or not identified by the Disclosing Party as confidential or proprietary or which may be reasonably presumed to be so at the time of disclosure, the existence of this Agreement and the terms and conditions of this Agreement, and the fact that the Parties carry out the discussion, negotiation, evaluation and assessment for the Purpose. In this Section 1.2, any references to the Disclosing Party will be deemed a reference to the Disclosing Party or its Affiliates.
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2

| Obligations of Confidentiality
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2.1

| The Receiving Party will treat all Confidential Information disclosed by the Disclosing Party or its Affiliates in the strictest confidence. The Receiving Party will not use the Confidential Information for any purpose except for the Purpose. The Receiving Party will not, directly or indirectly, disclose or attempt to disclose, the Confidential Information to any person or legal entity who is not a party to this Agreement (except in in accordance with Section 2.2 below).
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1

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| Mutual Confidentiality Agreement

KalVista Pharmaceuticals Inc. and

Chiesi Farmaceutici S.p.A.
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2.2

| The Receiving Party may disclose Confidential Information to its directors, officers, employees, representatives, independent contractors, consultants or professional advisors (collectively “ Representatives ”), its Affiliates and their respective Representatives, as necessary for the purposes of this Agreement. The Receiving Party will inform such Representatives, Affiliates or their respective Representatives of the confidential nature of the Confidential Information, and will ensure that its Representatives, Affiliates and their respective Representatives will be bound by confidentiality obligations at least equivalent to the terms of this Agreement.
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3

| Exceptions. The foregoing obligations and Confidential Information will not apply to the information below, if the Receiving Party can demonstrate through documentary evidence that the Confidential Information:
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3.1

| was known to the Receiving Party prior to receipt from the Disclosing Party;
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3.2

| is or lawfully becomes generally available to the public; other than through the fault of the Receiving Party or of any of its Representatives;
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3.3

| is lawfully acquired by the Receiving Party from third parties who have a right to disclose such information; and
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3.4

| is independently developed by the Receiving Party without use of the Confidential Information of the other Party;
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4

| Required Disclosures. The Receiving Party may disclose Confidential Information in response to a valid court order, a request from a duly authorized governmental body, or as otherwise required by law; provided that (a) the Disclosing Party is given prompt written notice of such order prior to any disclosure, (b) the Receiving Party shall, to the extent permitted by law, reasonably cooperate with the Disclosing Party in seeking to oppose the order, or seeking to obtain confidential treatment of the requested disclosure, and (c) the Receiving Party limits the disclosure of any Confidential Information to the minimum extent required to comply with the order.
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5

| Return of Confidential Information. Upon written request by the Disclosing Party, the Receiving Party shall, as soon as reasonably practicable, destroy all materials disclosed to it in connection with this Agreement, including all copies, extracts and derivations thereof, except that the Receiving Party may keep one (1) copy of any Confidential Information for archival purposes only and shall not be due to destroy any computer file stored securely by the Receiving Party or its Affiliates that are created during automatic system back-up. Such copy will remain subject to the confidentiality obligations hereunder.
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6

| Ownership. Any Confidential Information under this Agreement will remain the property of the Disclosing Party. Nothing contained in this Agreement will be deemed to constitute, by implication or otherwise, the grant to the Receiving Party of any license to use the Confidential Information other than for the Purpose or any other rights in respect of any intellectual property rights owned by the Disclosing Party including, without limitation, rights to patents, designs, copyrights or know-how. This Agreement is not intended, and will not be construed, to oblige either Party to enter into any further agreement with the other Party or to refrain from evaluating and/or developing any other product and/or project and/or entering into any agreement or negotiation with any third party.
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7

| Term. The term of this Agreement will be for one (1) year from the Effective Date; provided that the non-use and confidentiality obligations set forth in Sections 2 (Confidentiality Obligations), 3 (Exceptions) and 4 (Required Disclosures) will survive any expiration or termination of this Agreement for a period of five (5) years from the Effective Date and that the following provisions will survive any expiration or termination of this Agreement: 1 (Definitions); 5 (Return of Confidential Information); 6 (Ownership); 8 (Remedy); 9 (Governing Law; Dispute Resolution); and 11 (Miscellaneous).
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2

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| Mutual Confidentiality Agreement

KalVista Pharmaceuticals Inc. and

Chiesi Farmaceutici S.p.A.
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8

| Remedy
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8.1

| The Receiving Party will notify the Disclosing Party immediately if it becomes aware or suspects that there may be any unauthorized use or disclosure of the Confidential Information resulting from any breach of this Agreement by the Receiving Party, or any breach of this Agreement by the Receiving Party’s Representatives, Affiliate(s) or their respective Representative(s), and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent further unauthorized use or disclosure.
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8.2

| The Parties agree and acknowledge that the Disclosing Party will not be adequately or fully compensated by monetary damages arising from a breach of the provisions of this Agreement and therefore, the Disclosing Party will be entitled, in addition to any other rights or remedies available to it under contract or at law, to equitable relief including an injunction restraining such breach or a threatened breach, in whole or in part, and/or to specific performance of any provisions of this Agreement.
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9

| Governing Law; Dispute Resolution. This Agreement will be governed by and construed in accordance with the laws of the State of New York. Any disputes, controversies or differences arising out of this Agreement or in connection with its implementation or execution or validity which the Parties fail to settle amicably will be submitted to the exclusive jurisdiction of the courts located in New York, New York.
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10

| No Representations or Warranties. The Disclosing Party does not make any representation or warranty (whether express or implied) (either on its own behalf or that of its Representatives or Affiliates) with regard to the accuracy, quality, timeliness, reliability, suitability or completeness of the Confidential Information which shall be disclosed on “as is” basis. Without prejudice to the above, the Disclosing Party represents that it has the right to disclose its Confidential Information to the Receiving Party under this Agreement.
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11

| Miscellaneous
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11.1

| Independent Activities . The Disclosing Party acknowledges that the Receiving Party and its Affiliates are engaged in, and may continue to engage in, activities relating to the discovery, research, development, manufacture, and commercialization of therapies for rare diseases with unmet medical needs. Nothing in this Agreement shall be deemed to limit the Receiving Party’s right to use its own confidential information or pursue such activities, including with respect to products or programs that may be the same as, similar to, or competitive with those of the Disclosing Party, so long as such activities do not involve the use or disclosure of the Disclosing Party’s Confidential Information in breach of this Agreement.
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11.2

| Entire Agreement . This Agreement represents the entire understanding between the Parties with respect to the subject matter hereof and supersedes any other prior or contemporaneous agreements or understandings, whether written or oral.
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11.3

| Variation . Amendments or modification of, or addition to or waiver under this Agreement will not be effective or binding on either of the Parties unless made in writing and duly signed by both Parties.
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11.4

| Assignment . Neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party.
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11.5

| Counterparts . This Agreement may be executed in a number of counterparts, each of which when executed and delivered will constitute an original to this Agreement, but all of which together will constitute the same Agreement.
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11.6

| Severability . Should any provision of this Agreement be or become invalid or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be substituted by a provision which, to the extent legally permissible, comes as close as possible to the intent and purpose of the invalid or unenforceable provision.
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3

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| Mutual Confidentiality Agreement

KalVista Pharmaceuticals Inc. and

Chiesi Farmaceutici S.p.A.
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11.7

| Waiver . Any failure or delay of either Party to exercise any rights or powers under this Agreement shall not be deemed to be a waiver of those or any other rights, nor will any single or partial exercise of them preclude any further exercise, unless expressly so agreed in writing by such Party.
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Signed by the Parties or their duly authorized representative on the date of this Agreement.

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Signed for and on behalf of
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| Signed for and on behalf of
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KalVista Pharmaceuticals, Inc.
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| Chiesi Farmaceutici S.p.A.
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/s/ Chris Hamblett
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| /s/ Stefano Cottignoli
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Name: Chris Hamblett
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| Name: Stefano Cottignoli
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Title: Senior Vice President, Corporate Development
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| Title: Senior Vice President, Global Business & Corporate Development
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4

### EX-99.D3 - EXHIBIT (D)(3)
EX-99.D3
9
ny20071872x1_exd3.htm
EXHIBIT (D)(3)

Exhibit (d)(3)
FIRST AMENDMENT TO

MUTUAL CONFIDENTIALITY AGREEMENT
This First Amendment (this “ Amendment ”) to the Mutual Confidentiality Agreement, dated January 23, 2026 (the “ Agreement ”) entered into on the date of the last signature hereto (the “ Amendment Effective Date ”) between KalVista Pharmaceuticals, Inc., a Delaware corporation (“ KalVista ”) and Chiesi Farmaceutici S.p.A., an Italian società per azioni (“ Chiesi ” together with KalVista, the “ Parties ”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.
The Parties hereby agree as follows:
1.  Amendments to the Agreement .
(a) The Agreement is hereby amended to add a new Section 12, which shall read in its entirety as follows:
12.  Standstill . Chiesi agrees that, for a period of 12 months from the date of the Amendment Effective Date (the “ Standstill Period ”), neither Chiesi nor any of its Representatives acting on its behalf shall, unless specifically invited in writing by KalVista’s board of directors or as permitted under Section 12.4, directly or indirectly, in any manner:
12.1. acquire, offer or propose (except as permitted under Section 12.4) to acquire, solicit an offer to sell or agree to acquire, directly or indirectly, alone or in concert with others, by purchase or otherwise, (i) any economic interest in, or any direct or indirect right to direct the voting or disposition of, any securities of KalVista, whether or not any of the foregoing would give rise to beneficial ownership (as such term is used in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), (ii) any other direct or indirect interest in any securities of KalVista or any direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of KalVista, (iii) any contracts or rights in any way related to the acquisition or price of securities or interests of KalVista (whether beneficially, constructively or synthetically through any derivative or trading position or otherwise) (each of clauses (ii) and (iii), “ Derivative Securities ”) or (iv) any assets, indebtedness or properties of KalVista;
12.2 make, or in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or seek to advise or influence in any manner whatsoever any person with respect to the voting of any securities of KalVista, or seek the consent of any person with respect to any securities or interests of KalVista;
12.3 form, join or any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of KalVista or otherwise in connection with any of the actions prohibited by this Section 12;
12.4 make any public announcement with respect to, or solicit or submit a proposal for, or offer of, any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase or other similar extraordinary transaction involving, KalVista or its securities or interests, except a nonpublic proposal to KalVista’s board of directors that would not require KalVista or any other person to make any public announcement or other disclosure with respect thereto;
12.5 otherwise seek, alone or in concert with others, to control, change or influence the management, board of directors or policies of KalVista or nominate any person as a director, or convene a meeting of the shareholders of KalVista or propose any matter to be voted upon by the shareholders of KalVista;
12.6 make any request or proposal to amend, waive or terminate any provision of this Section 12 (except as permitted under Section 12.4), or contest the validity or enforceability of this Agreement;
12.7 announce an intention to do, or enter into any arrangement or understanding or discussions with any other person(s) to do, any of the actions restricted or prohibited by this Section 12; or
12.8 take any action that could result in KalVista having to make a public announcement regarding any of the matters referred to in this Section 12.

1

Notwithstanding the foregoing restrictions in this Section 12, the Standstill Period shall terminate (A) immediately following KalVista publicly announcing the execution of a definitive agreement contemplating a transaction pursuant to which KalVista’s stockholders immediately prior to the transaction will own less than 50% of the voting securities of the surviving parent entity immediately following the transaction or (B) ten (10) business days following the commencement by any person of a cash tender or exchange offer seeking to acquire beneficial ownership of more than 50% of KalVista’s outstanding voting securities unless KalVista’s board of directors publicly recommends KalVista’s stockholders reject such tender offer. In the event that the limitations in this Section 12 expire or terminate, no other restrictions of the Agreement will be interpreted to prevent Chiesi (a) from using the Confidential Information to formulate a proposal for a business combination transaction with respect to KalVista or (b) from publicly disclosing the history of negotiations between the parties to the extent necessary to comply with federal securities law disclosure obligations.
Chiesi represents and warrants to KalVista that, as of the Amendment Effective Date, it, together with its Affiliates, does not own (whether beneficially, constructively or synthetically through any derivative, hedging or trading position or otherwise) any securities or indebtedness of KalVista (including its common stock) or Derivative Securities.
(b) The Agreement is hereby amended to add a new Section 13, which shall read in its entirety as follows:
13.  Non Solicit . Chiesi agrees that, for a period of 12 months from the date of the Amendment Effective Date, neither Chiesi nor any of its Representatives acting on its behalf shall solicit for employment or hire any employee of KalVista who becomes known to Chiesi or its Representatives in connection with Chiesi’s evaluation of a potential negotiated transaction, without KalVista’s prior written consent; provided, however, that the foregoing shall not prohibit any general advertisement or general solicitation that is not specifically targeted at such persons.
(c) Section 7 of the Agreement is hereby amended and restated in its entirety as follows:
7.  Term . The term of this Agreement will be for one (1) year from the Amendment Effective Date (as defined in the First Amendment to the Mutual Confidentiality Agreement, dated as of the date of the last signature thereto); provided that the non-use and confidentiality obligations set forth in Sections 2 (Confidentiality Obligations), 3 (Exceptions) and 4 (Required Disclosures) will survive any expiration or termination of this Agreement for a period of five (5) years from the Amendment Effective Date and that the following provisions will survive any expiration or termination of this Agreement: 1 (Definitions); 5 (Return of Confidential Information); 6 (Ownership); 8 (Remedy); 9 (Governing Law; Dispute Resolution); and 11 (Miscellaneous).
2.  Miscellaneous . The terms of the Agreement not specifically modified by this Amendment shall remain in full force and effect and shall not be construed to have been modified, waived, discharged or otherwise altered by this Amendment. The headings contained in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but such counterparts shall together constitute one and the same agreement.
[ SIGNATURES ON FOLLOWING PAGE ]

2

Signed by the Parties or their duly authorized representative on the date of this Amendment.

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KalVista Pharmaceuticals, Inc.
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| Chiesi Farmaceutici S.p.A.
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/s/ Benjamin L. Palleiko
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| /s/ Stefano Cottignoli
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Name:
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| Benjamin L. Palleiko
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| Name:
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| Stefano Cottignoli
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Title:
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| Chief Executive Officer
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| Title:
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| SVP, Head of Global Business and

Corporate Development
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Date:
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| February 27, 2026
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| Date:
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| February 27, 2026
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[ Signature Page to First Amendment to Mutual Confidentiality Agreement ]

3