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

Rhea-AI Summary

KALA BIO (NASDAQ:KALA) closed a registered direct offering on Dec 5, 2025, selling 10,000,000 shares (or pre-funded warrants) at $1.00 per share, generating approximately $10 million in gross proceeds before fees.

The offering was priced at-the-market under Nasdaq rules, used a shelf registration (File No. 333-270263 declared effective May 11, 2023), and named H.C. Wainwright & Co. as exclusive placement agent. The company intends to use net proceeds to repay certain indebtedness and for general corporate purposes. Prospectus materials are available on the SEC website.

Positive

• Gross proceeds of approximately $10 million
• Proceeds intended to repay indebtedness
• Offering completed under an existing shelf registration (File No. 333-270263)

Negative

• 10,000,000 shares issued causing shareholder dilution
• Offered at $1.00 per share, suggesting share-price pressure
• Net proceeds reduced by placement agent fees and offering expenses

Key Figures

Gross proceeds $10 million Aggregate gross proceeds from registered direct offering before fees

Shares issued 10,000,000 shares Common stock (or pre-funded warrants) sold in the offering

Purchase price $1.00 per share Offering price for each share or pre-funded warrant

Filing date March 3, 2023 Date registration statement was filed with the SEC

Effectiveness date May 11, 2023 Date SEC declared registration statement effective

Market Reality Check

$0.6062 Last Close

Volume Volume 176,279,498 is 8.77x the 20-day average of 20,093,046, indicating exceptionally elevated trading activity prior to this closing announcement. high

Technical Shares trade below the 200-day moving average of 5.56, highlighting a deeply depressed longer-term trend despite recent strength.

Peers on Argus 1 Down

Peer performance is mixed: BMEA up 12.91%, IKT up 4.48%, TARA up 2.39% in sector context, while momentum scanner flags TARA down 18.85% separately. With only one peer in momentum and no clear common direction, KALA’s move appears stock-specific.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Equity offering	Neutral	+13.5%	Announced $10M registered direct equity financing at $1.00 per share.
Dec 01	Financing & CEO change	Positive	+37.7%	$6M preferred equity deal and David Lazar appointed CEO and Chairman.
Sep 29	Trial failure	Negative	-89.3%	Phase 2b KPI-012 trial failed endpoints, leading to program cessation and cuts.
Sep 03	Conference participation	Positive	+23.1%	Planned presentation at H.C. Wainwright global investment conference.
Sep 02	Executive appointment	Positive	+8.7%	Todd Bazemore appointed permanent CEO ahead of key trial readout.

Pattern Detected

News has often aligned with price moves; a prior financing announcement triggered a strong upside reaction despite dilution concerns.

Recent Company History

Over the last few months, KALA BIO has faced major clinical and financial stress alongside multiple financing steps. The CHASE Phase 2b trial failure on Sep 29, 2025 led to program cessation, workforce cuts and an 89.27% drop. Subsequent leadership changes and a $6.0 million preferred equity deal with David Lazar on Dec 1, 2025 coincided with a 37.67% rise. The $10 million registered direct offering announced on Dec 4, 2025 saw shares gain 13.51%, framing today’s closing as a follow-through step in recapitalization efforts.

Market Pulse Summary

The stock dropped -14.3% in the session following this news. A negative reaction despite this closing announcement would fit concerns about dilution and financial distress. The deal adds 10,000,000 shares at $1.00, while the stock still trades well below its 200-day moving average of 5.56. Past events, including the CHASE trial failure and going‑concern warnings, already pressured valuation. Any sharp decline could also reflect profit‑taking after the prior 13.51% move on the original offering announcement.

Key Terms

registered direct offering financial

"announced the closing of its previously announced registered direct offering priced at-the-market"

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

"10,000,000 shares of its common stock (or pre-funded warrants in lieu thereof)"

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.

prospectus supplement regulatory

"The offering was made only by means of a prospectus, including a prospectus supplement"

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.

placement agent financial

"H.C. Wainwright & Co. acted as the exclusive placement agent for the offering."

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.

AI-generated analysis. Not financial advice.

ARLINGTON, Mass., Dec. 05, 2025 (GLOBE NEWSWIRE) -- KALA BIO, Inc. (NASDAQ:KALA) (“KALA” or the “Company”), today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules 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).

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

The aggregate gross proceeds to the Company from the offering were 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 were 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 was 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 was filed with the SEC and is 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 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 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 did KALA (NASDAQ:KALA) announce on December 5, 2025?

KALA announced closing a registered direct offering of 10,000,000 shares (or pre-funded warrants) at $1.00 per share, raising about $10 million gross.

How will the net proceeds from the KALA offering be used?

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

Who acted as placement agent for KALA's December 5, 2025 offering?

H.C. Wainwright & Co. acted as the exclusive placement agent.

Where can investors find KALA's prospectus supplement for the offering?

The prospectus supplement is available on the SEC website (www.sec.gov) and via H.C. Wainwright contact details in the filing.

How many shares did KALA sell and at what price on Dec 5, 2025?

KALA sold 10,000,000 shares (or pre-funded warrants) at a purchase price of $1.00 per share.

Will KALA's offering dilute existing shareholders?

Yes. The issuance of 10,000,000 new shares will dilute existing shareholders' ownership.