SCHEDULE: Frazier Funds Update KalVista Stake Post-Merger
Beneficial Ownership Update
Frazier Life Sciences funds updated their beneficial ownership in KalVista Pharmaceuticals, Inc. to reflect a merger between two of their investment vehicles.
Summary
- Frazier Life Sciences Public Fund, L.P. (FLSPF) and affiliated entities filed an Amendment No. 7 to Schedule 13D for KalVista Pharmaceuticals, Inc.
- The filing updates beneficial ownership following a merger on November 1, 2025, where Frazier Life Sciences Public Overage Fund, L.P. (FLSPOF) merged into FLSPF.
- As a result of the merger, FLSPF acquired an additional 973,449 shares of KalVista Common Stock from FLSPOF.
- FLSPOF and its related entities ceased to be Reporting Persons under the Schedule 13D.
- The Reporting Persons collectively hold shares for investment purposes and may review their positions, acquire more, or dispose of shares in the future.
- The percentage of class is calculated based on 50,523,274 shares of KalVista's Common Stock outstanding as of August 29, 2025.
Sentiment
Score: 5
Explanation: The filing is a neutral, factual update regarding beneficial ownership changes due to an internal fund merger. It does not contain information that would significantly alter the perception of KalVista's operational or financial performance.
Positives
- The reporting persons continue to hold a significant stake in KalVista Pharmaceuticals, Inc., indicating continued investment interest.
Negatives
- No specific negative information regarding KalVista Pharmaceuticals, Inc. was disclosed in this filing.
Risks
- The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect to KalVista, including the acquisition of additional shares or the disposition of any or all shares they hold.
Future Outlook
The Reporting Persons acquired the Common Stock for investment purposes and may, at any time, review or reconsider their positions, including the acquisition of additional shares or the disposition of any or all shares they hold.
Management Comments
- No specific notable quotes or paraphrased statements from company management of KalVista Pharmaceuticals, Inc. are included in this filing. The filing primarily details the ownership structure and changes of the Reporting Persons.
Industry Context
This filing reflects an internal restructuring within the Frazier Life Sciences investment funds, which are venture capital funds focused on life sciences. It indicates a consolidation of holdings in KalVista Pharmaceuticals, Inc., a biotechnology company, under fewer reporting entities within the Frazier group. This type of ownership update is common for large institutional investors managing multiple funds.
Comparison to Industry Standards
- Not applicable. This filing details changes in beneficial ownership by an investment group, not operational or financial results of KalVista Pharmaceuticals, Inc. Therefore, direct comparisons to industry benchmarks or specific comparable companies/projects are not relevant to the content of this filing.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P. | NA | Steve R. Bailey | NA | NA |
| CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P. | NA | Steve R. Bailey | NA | NA |
| CFO of FHMLSP, L.L.C. | NA | Steve R. Bailey | NA | NA |
| CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P. | NA | Steve R. Bailey | NA | NA |
| CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P. | NA | Steve R. Bailey | NA | NA |
| CFO of FHMLS X, L.L.C. | NA | Steve R. Bailey | NA | NA |
| CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P. | NA | Steve R. Bailey | NA | NA |
| CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P. | NA | Steve R. Bailey | NA | NA |
| CFO of FHMLS XI, L.L.C. | NA | Steve R. Bailey | NA | NA |
| Attorney-in-Fact for James N. Topper | NA | Steve R. Bailey | NA | NA |
| Attorney-in-Fact for Patrick J. Heron | NA | Steve R. Bailey | NA | NA |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| NA | No changes in bylaws, committees, policies, or procedures for KalVista Pharmaceuticals, Inc. are mentioned in this filing. | NA | NA |
Legal Proceedings
- No litigation or regulatory matters are disclosed in this filing.
Related Party Transactions
- The filing details a merger between Frazier Life Sciences Public Fund, L.P. and Frazier Life Sciences Public Overage Fund, L.P., both affiliated entities under the Frazier umbrella. This is an internal transaction among the reporting persons and not a related party transaction involving KalVista Pharmaceuticals, Inc. directly.
Stakeholder Impact
- Shareholders: Provides transparency regarding the beneficial ownership structure of a significant institutional investor group. The overall stake held by the Frazier group remains substantial.
- Management: Awareness of the ownership structure and potential for future changes in holdings by a major investor.
Next Steps
- Reporting Persons may review or reconsider their positions regarding KalVista Pharmaceuticals, Inc.
- Reporting Persons may acquire additional shares of Common Stock.
- Reporting Persons may dispose of any or all shares of Common Stock they hold.
Key Dates
| Date | Description |
|---|---|
| 2017-07-31 | Power of Attorney for James N. Topper and Patrick J. Heron filed with the SEC. |
| 2021-12-30 | Original Schedule 13D filed. |
| 2022-01-26 | Amendment to Schedule 13D filed. |
| 2022-12-30 | Amendment to Schedule 13D filed. |
| 2023-12-14 | Amendment to Schedule 13D filed. |
| 2024-02-22 | Amendment to Schedule 13D filed. |
| 2024-11-07 | Amendment to Schedule 13D filed. |
| 2025-08-20 | Amendment to Schedule 13D filed. |
| 2025-08-29 | Date as of which 50,523,274 shares of KalVista's Common Stock were outstanding, used for percentage calculation. |
| 2025-09-11 | Date KalVista's Quarterly Report on Form 10-Q was filed, reporting outstanding shares. |
| 2025-11-01 | Date of merger agreement between FLSPF and FLSPOF, and the event requiring this filing. |
| 2025-11-04 | Date of this Schedule 13D Amendment No. 7 filing. |
Keywords
KalVista Pharmaceuticals, Frazier Life Sciences, Schedule 13D, Beneficial Ownership, Biotechnology Investment, Fund Merger, SEC Filing
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