KALA BIO Announces $10 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

KALA BIO (NASDAQ:KALA) entered definitive agreements for a registered direct offering of 10,000,000 shares (or pre-funded warrants) at $1.00 per share, expected to close on or about December 5, 2025. Gross proceeds are expected to be approximately $10 million before placement agent fees and offering expenses. H.C. Wainwright & Co. is the exclusive placement agent. The company intends to use net proceeds to repay certain indebtedness and for general corporate purposes. The securities are offered under a shelf registration (File No. 333-270263) declared effective May 11, 2023; offering materials will be filed with the SEC and available on the SEC website.

Positive

• 10,000,000 shares offered at $1.00 per share
• Aggregate gross proceeds of approximately $10 million
• Proceeds planned to repay indebtedness and for general corporate purposes

Negative

• Issuance of 10,000,000 new shares may dilute existing shareholders
• Gross proceeds of $10 million are before placement agent fees and offering expenses

Key Figures

Offering size $10 million Registered direct common stock/pre-funded warrants

Shares offered 10,000,000 shares Common stock or pre-funded warrants

Offering price $1.00 per share Priced at-the-market under Nasdaq rules

Current price $0.925 Pre-news price, 24h move -15.91%

200-day MA $5.59 KALA trading well below long-term average

52-week high $20.60 Versus current ~$0.93 price

52-week low $0.6076 Current price about 52% above low

Short interest 5.12% of float Days to cover 2.4

Market Reality Check

$0.9250 Last Close

Volume Volume 2.71M is about 75% below the 11.03M 20-day average, indicating subdued pre-news trading. low

Technical Trading at $0.93, roughly 83% below the $5.59 200-day MA and 95.5% below the $20.60 52-week high.

Peers on Argus 1 Down

While several biotech peers listed (BMEA, CRBP, EQ, IKT, TARA) show modest gains of about 1–6%, KALA traded well below longer-term levels with a -15.9% 24h move pre-news, and the momentum scanner only flagged one unrelated peer (PYXS) moving down. This points to a stock-specific setup rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 01	Financing & leadership	Positive	+37.7%	New CEO David Lazar and up to $6M preferred equity financing.
Sep 29	Trial failure update	Negative	-89.3%	Phase 2b KPI-012 trial failed primary and key secondary endpoints.
Sep 03	Conference participation	Positive	+23.1%	Announcement of presentation at H.C. Wainwright investor conference.
Sep 02	Executive appointment	Positive	+8.7%	Appointment of Todd Bazemore as permanent CEO ahead of Phase 2b readout.
Aug 08	Earnings & pipeline	Neutral	+3.1%	Q2 2025 results with $31.9M cash and CHASE trial enrollment completion.

Pattern Detected

Across the last 5 news events, KALA’s share price consistently moved in the same direction as the apparent news tone, with large swings around clinical failures and financing/leadership changes.

Recent Company History

Over the past few months, KALA has transitioned from advancing the KPI‑012 CHASE Phase 2b program to unwinding it after the trial failed key endpoints on Sept 29, 2025, triggering an -89.27% move and severe financial stress. Subsequent updates, including the Q3 2025 going‑concern 10‑Q and Oxford default disclosures, underscored liquidity issues. On Dec 1, 2025, a $6.0M preferred investment and CEO change to David Lazar drove a +37.67% reaction. Today’s $10M registered direct equity raise builds on that recapitalization trajectory, using the existing shelf to inject additional cash and address indebtedness.

Regulatory & Risk Context

Short Interest

5.12%

0% 15% 30%+

moderate

Short interest around 5.12% of float with 2.4 days to cover suggests a moderate level of bearish positioning that could influence liquidity but does not indicate an extreme crowded short.

Market Pulse Summary

This announcement adds another financing step to KALA's recapitalization efforts, providing about $10M in gross proceeds via a registered direct offering at $1.00 per share. The company plans to use funds to repay indebtedness and for general purposes, following recent disclosures of loan defaults, a going‑concern warning, and a Nasdaq deficiency notice. Key items to monitor include future balance‑sheet updates, additional capital raises, insider activity, and any strategic transactions under the new leadership.

Key Terms

registered direct offering financial

"purchase of an aggregate of 10,000,000 shares... in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"common stock (or pre-funded warrants in lieu thereof), at a purchase price"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

at-the-market financial

"registered direct offering priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

placement agent financial

"H.C. Wainwright & Co. is acting as the exclusive placement agent"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

shelf registration statement regulatory

"offered pursuant to a “shelf” registration statement (File No. 333-270263)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"The prospectus supplement and the accompanying prospectus relating"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Nasdaq rules regulatory

"registered direct offering priced at-the-market under Nasdaq rules"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

indebtedness financial

"use the net proceeds from the offering to repay certain of its indebtedness"

Indebtedness is the total amount of money that a person, company, or organization owes to others, such as loans or borrowed funds. It reflects how much debt they have accumulated and need to repay. For investors, high levels of indebtedness can indicate greater financial risk, as it may affect the entity’s ability to meet its obligations and impact its financial stability.

AI-generated analysis. Not financial advice.

ARLINGTON, Mass., Dec. 04, 2025 (GLOBE NEWSWIRE) -- KALA BIO, Inc. (NASDAQ:KALA) (“KALA” or the “Company”), today announced that it has entered into definitive agreements for the purchase of an aggregate of 10,000,000 shares of its common stock (or pre-funded warrants in lieu thereof), at a purchase price of $1.00 per share (or pre-funded warrant in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. The closing of the offering is expected to occur on or about December 5, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $10 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering to repay certain of its indebtedness and for general corporate purposes.

The securities described above are being offered pursuant to a “shelf” registration statement (File No. 333-270263) filed with the Securities and Exchange Commission (“SEC”) on March 3, 2023 and declared effective on May 11, 2023. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the securities being offered will be filed with the SEC and be available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3^rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.
  
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About KALA BIO, Inc.

KALA is a clinical-stage biopharmaceutical company dedicated to the research, development, and commercialization of innovative therapies for rare and severe diseases of the eye. KALA’s biologics-based investigational therapies utilize KALA’s proprietary mesenchymal stem cell secretome (MSC-S) platform. KALA’s lead product candidate, KPI-012, is a human MSC-S, which contains numerous human-derived biofactors, such as growth factors, protease inhibitors, matrix proteins, and neurotrophic factors. KPI-012 received Orphan Drug and Fast Track designations from the U.S. Food and Drug Administration for the treatment of persistent corneal epithelial defect (PCED), a rare disease of impaired corneal healing.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties, including statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering. Any statements in this press release about KALA’s future expectations, plans and prospects, including but not limited to statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions constitute forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, any of which could cause KALA’s actual results to differ from those contained in the forward-looking statements, discussed in the “Risk Factors” section of KALA’s Annual Report on Form 10-K, most recent Quarterly Report on Form 10-Q and other filings KALA makes with the Securities and Exchange Commission. These forward-looking statements represent KALA’s views as of the date of this press release and should not be relied upon as representing KALA’s views as of any date subsequent to the date hereof. KALA does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

KALA Contact

David Lazar
Chief Executive Officer and Chairman of the Board
david@activistinvestingllc.com

FAQ

What is KALA BIO announcing in the December 4, 2025 offering (KALA)?

KALA announced a registered direct offering of 10,000,000 shares (or pre-funded warrants) at $1.00 per share, expected to close on or about Dec 5, 2025.

How much will KALA BIO raise from the offering (NASDAQ:KALA)?

The offering is expected to generate aggregate gross proceeds of approximately $10 million before placement agent fees and offering expenses.

What will KALA BIO use the offering proceeds for (KALA)?

The company currently intends to use net proceeds to repay certain indebtedness and for general corporate purposes.

Who is the placement agent for KALA BIO's registered direct offering (KALA)?

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

When will KALA BIO file the prospectus supplement for the offering (KALA)?

The prospectus supplement and accompanying prospectus will be filed with the SEC and made available on www.sec.gov when filed.