Amended Statement of Ownership (sc 13g/a)
15 February 2023 - 08:02AM
Edgar (US Regulatory)
Securities and Exchange
Commission
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities
Exchange Act of 1934
(Amendment No.
1)*
KalVista Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
483497103
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 483497103
|
13G/A |
Page 2 of 8 Pages |
1 |
NameS of Reporting Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)
TANG CAPITAL PARTNERS,
LP
|
2 |
Check the Appropriate Box
if a Member of a Group*
|
(a) ¨
(b) ý |
3 |
SEC Use Only
|
4 |
Citizenship or Place of
Organization
DELAWARE
|
Number of |
5 |
Sole Voting Power
0
|
Shares
BENEFICIALLY
Owned by |
6 |
Shared Voting Power
3,196,446 |
Each Reporting
Person with |
7 |
Sole Dispositive Power
0
|
|
8 |
Shared Dispositive Power
3,196,446
|
9 |
Aggregate Amount Beneficially
Owned by each Reporting Person
3,196,446
|
10 |
Check Box if the Aggregate
Amount in Row (9) excludes certain shares
¨ |
11 |
Percent of Class represented
by amount in row 9
9.4%
|
12 |
type of reporting person
pN
|
CUSIP No. 483497103 |
13G/A |
Page 3 of 8 Pages |
1 |
NameS of Reporting Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)
Tang Capital Management,
LLC
|
2 |
Check the Appropriate Box if a Member of a Group* |
(a) ¨
(b) ý |
3 |
SEC Use Only
|
4 |
Citizenship or Place of
Organization
DELAWARE
|
Number of |
5 |
Sole Voting Power
0
|
Shares
BENEFICIALLY
Owned by |
6 |
Shared Voting Power
3,196,446 |
Each Reporting
Person with |
7 |
Sole Dispositive Power
0
|
|
8 |
Shared Dispositive Power
3,196,446
|
9 |
Aggregate Amount Beneficially
Owned by each Reporting Person
3,196,446
|
10 |
Check Box if the Aggregate
Amount in Row (9) excludes certain shares
¨ |
11 |
Percent of Class represented
by amount in row 9
9.4%
|
12 |
type of reporting person
OO
|
CUSIP No. 483497103
|
13G/A |
Page 4 of 8 Pages |
1 |
NameS of Reporting Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)
Kevin Tang
|
2 |
Check the Appropriate Box if a Member of a Group* |
(a) ¨
(b) ý |
3 |
SEC Use Only
|
4 |
Citizenship or Place of
Organization
united states
|
Number of |
5 |
Sole Voting Power
0
|
Shares
BENEFICIALLY
Owned by |
6 |
Shared Voting Power
3,196,446 |
Each Reporting
Person with |
7 |
Sole Dispositive Power
0
|
|
8 |
Shared Dispositive Power
3,196,446
|
9 |
Aggregate Amount Beneficially
Owned by each Reporting Person
3,196,446
|
10 |
Check Box if the Aggregate
Amount in Row (9) excludes certain shares
¨ |
11 |
Percent of Class represented
by amount in row 9
9.4%
|
12 |
type of reporting person
IN
|
| Item 1(a). | Name of Issuer: |
KalVista Pharmaceuticals, Inc., a Delaware corporation
(the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
55 Cambridge Parkway, Suite 901E, Cambridge,
MA 02142
| Item 2(a). | Name of Person Filing: |
This Statement on Schedule 13G (this
“Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the
general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang Capital Management.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
4747 Executive Drive, Suite 210, San Diego, CA
92121
Tang Capital Partners is a Delaware limited
partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.001 per share (the
“Common Stock”)
| Item 2(e). | CUSIP Number: 483497103 |
| (a) | Amount Beneficially Owned: |
Tang Capital Partners. Tang Capital Partners
beneficially owns 3,196,446 shares of the Issuer’s Common Stock.
Tang Capital Partners shares voting and dispositive power
over such shares with Tang Capital Management and Kevin Tang.
Tang Capital Management. Tang Capital Management
beneficially owns 3,196,446 shares of the Issuer’s Common Stock.
Tang Capital Management shares voting and dispositive power
over such shares with Tang Capital Partners and Kevin Tang.
Kevin Tang. Kevin Tang beneficially owns 3,196,446
shares of the Issuer’s Common Stock.
Kevin Tang shares voting and dispositive power over such
shares with Tang Capital Partners and Tang Capital Management.
The percentages used herein are based
on 34,102,349 shares of Common Stock outstanding as of December 28, 2022, as set forth in the Issuer’s Prospectus filed in pursuant
to Rule 424(b)(5) that was filed with the Securities and Exchange Commission on December 27, 2022.
Tang Capital Partners |
9.4% |
Tang Capital Management |
9.4% |
Kevin Tang |
9.4% |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
Tang Capital Partners |
0 shares |
Tang Capital Management |
0 shares |
Kevin Tang |
0 shares |
| (ii) | shared power to vote or to direct the vote: |
Tang Capital Partners |
3,196,446
shares |
Tang Capital Management |
3,196,446
shares |
Kevin Tang |
3,196,446
shares |
| (iii) | sole power to dispose or to direct the disposition of: |
Tang Capital Partners |
0 shares |
Tang Capital Management |
0 shares |
Kevin Tang |
0 shares |
| (iv) | shared power to dispose or to direct the disposition of: |
Tang Capital Partners |
3,196,446
shares |
Tang Capital Management |
3,196,446
shares |
Kevin Tang |
3,196,446
shares |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: ¨
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
TANG CAPITAL PARTNERS, LP
By: Tang Capital Management, LLC, its General Partner
By: |
/s/ Kevin Tang |
|
|
Kevin Tang, Manager |
|
TANG CAPITAL MANAGEMENT, LLC
By: |
/s/ Kevin Tang |
|
|
Kevin Tang, Manager |
|
/s/ Kevin Tang |
|
Kevin Tang |
|
Page 8 of 8
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