KALA Bio Signs Non-Binding LOI to Acquire Nationwide Telehealth Platform with Approximately $48 Million in Sales Since Inception

The proposed deal would use KALA cash and stock, while the target's financial information remains unaudited and unverified by KALA.

Rhea-AI Summary

KALA Bio (KALA) signed a non-binding letter of intent September 24, 2026, to acquire a telehealth services organization for approximately $15 million. The proposed purchase covers 100% of a privately held U.S. management services organization supporting a provider-led platform serving all 50 states. Payment would combine cash from existing resources and KALA stock; the allocation remains open.

The target generated approximately $12.7 million in unaudited revenue for the trailing 12 months ended August 2026 and over $48 million in sales since its 2023 founding. It has served more than 90,000 clients and is described as cash-flow positive. KALA has not independently verified the target's financial information. The 45-day due diligence period may be extended and is expected to conclude in November 2026. KALA targets definitive agreements and closing in late 2026 or early 2027, subject to an audit, required approvals and other conditions.

7 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 7 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Proposed 100% acquisition would add a revenue-generating telehealth business to KALA.
• Moderate point. Forward-looking: it has not happened yet and may not happen.KALA targets definitive agreements and closing in late 2026 or early 2027.
• Minor pointTarget generated approximately $12.7 million in unaudited revenue for the trailing 12 months ended August 2026.
• Minor pointTarget generated over $48 million in sales since its 2023 founding.
• Minor pointTarget is described as cash-flow positive.

2 minor points

• Minor pointTarget has served more than 90,000 clients since its founding.
• Minor point. Forward-looking: it has not happened yet and may not happen.Proposed platform would give KALA a direct-to-consumer channel for preventive care initiatives, including Virotek genetic testing.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Proposed approximately $15 million purchase price includes cash expected to come from KALA's existing resources. 1.7× market cap
• Moderate pointNon-binding letter of intent does not commit the parties to complete the acquisition.
• Moderate point. Forward-looking: it has not happened yet and may not happen.KALA stock issued as payment would dilute existing holders; the cash-stock allocation remains undetermined.
• Moderate point. Forward-looking: it has not happened yet and may not happen.45-day due diligence period may be extended; closing requires satisfactory diligence and an audit.
• Moderate pointDefinitive agreements have not been negotiated and executed.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Required corporate, regulatory and stock exchange approvals remain conditions, including stockholder approval if required and applicable license transfers.
• Minor pointTarget financial information is unaudited and has not been independently verified by KALA.

Argus 15 min delay 33 alerts

-10.71% vs previous close $0.40 last price 6759.0x rel. volume Open Argus

Details

Market move: KALA -10.71% vs previous close. telehealth acquisition LOI

+24.7% Peak Tracked

-22.5% Trough Tracked

$0.37 – $0.59 Day Range

$7.77M Market Cap

On Sep 29, the day this news came out, the latest delayed price for KALA is 10.71% below the previous close. Argus tracked a peak move of +24.7% during the session. Argus tracked a trough of -22.5% from its starting point during tracking. Our momentum scanner has recorded 33 alerts for this stock so far that day. The latest delayed price is $0.40. Relative volume is exceptionally heavy at 6759.0x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

September 3, 2026 Virotek terms established exclusive U.S. distribution for ophthalmology genetic te...

Analysis

September 3, 2026 Virotek terms established exclusive U.S. distribution for ophthalmology genetic testing over an initial five-year term; KALA described offering Virotek products through the proposed platform.

Key Figures

Proposed purchase price: Approximately $15 million Revenue: Approximately $12.7 million Sales since inception: Over $48 million +4 more

Proposed purchase price

Approximately $15 million

Proposed acquisition; payable in cash and KALA stock

Revenue

Approximately $12.7 million

Target trailing twelve months ended August 2026; unaudited

Sales since inception

Over $48 million

Target, founded in 2023

Clients served

More than 90,000 clients

Target since inception

Proposed acquisition interest

100%

Privately held U.S.-based management services organization

Due diligence period

45 days

Expected to conclude in November 2026; extensions possible

Targeted closing

Late 2026 or early 2027

Subject to diligence, definitive agreements, approvals, and other conditions

Historical Context

1 past event · Latest: Sep 03

1 event

1. Sep 03

   partnership agreement

   24h Move

   +7.4%

   KALA finalized exclusive U.S. distribution rights for Virotek's ophthalmology genetic testing program.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

letter of intent, management services organization, glp-1, compounded medications

4 terms

letter of intent financial

"it signed a non-binding letter of intent ("LOI")"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

management services organization financial

"a privately held, U.S.-based management services organization"

A management services organization (MSO) is a company that handles non-clinical, back-office functions for healthcare practices or other businesses—things like billing, staffing, IT, compliance and purchasing—so the licensed professionals can focus on core services. For investors, an MSO can improve efficiency, reduce costs and enable faster growth, but it also creates dependencies and regulatory or operational risks that can affect profitability and valuation.

glp-1 medical

"including GLP-1 therapies"

GLP-1 (glucagon-like peptide-1) is a natural hormone in the body that helps regulate blood sugar levels and appetite. Its significance to investors lies in its role as the basis for a class of medications that address conditions like type 2 diabetes and obesity, which are large and growing markets. Advances or investments in GLP-1-based treatments can signal opportunities in healthcare innovation and potentially impact pharmaceutical companies’ growth.

compounded medications medical

"GLP-1 therapies are compounded medications prescribed by licensed providers"

Medications mixed or prepared by a pharmacist or compounding pharmacy to meet a specific patient’s prescription when a commercially manufactured drug is unsuitable or unavailable; this can include changing dosage, form, ingredients, or combining drugs. Think of it like a tailor-made garment versus an off‑the‑rack product: compounded drugs are customized rather than mass-produced. Investors care because compounded drugs follow different regulatory and quality oversight than approved mass-manufactured medicines, which affects business risk, liability, and market demand.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Proposed Acquisition Valued at Approximately $15 Million Would Add an Established 50-State Telehealth Business, with over 90,000 clients, Focused on Peptides such as GLP-1 Weight Management, Hormone Health, Longevity and Sexual Wellness

Key Highlights

• Target generated approximately $12.7 million in revenue for the trailing twelve months ended August 2026 (unaudited, as provided by Target management) and is cash-flow positive

• Proposed purchase price of approximately $15 million, payable in cash and KALA stock; the cash portion is expected to be funded from existing balance sheet resources

• Founded in 2023; LegitScript-certified, NABP-accredited platform serving clients in all 50 states; more than 90,000 clients served since inception

• 45-day due diligence period expected to conclude in November 2026; definitive agreements and closing targeted for late 2026 or early 2027

New York, New York--(Newsfile Corp. - September 29, 2026) - KALA Bio, Inc. (NASDAQ: KALA) ("KALA" or the "Company") today announced that on September 24, 2026, it signed a non-binding letter of intent ("LOI") for the proposed acquisition of 100% of a privately held, U.S.-based management services organization ("MSO") supporting a LegitScript-certified, NABP-accredited provider-led telehealth platform serving clients in all 50 states (the "Target"). Based on unaudited financial information provided by the Target's management, the Target generated approximately $12.7 million in revenue for the trailing twelve months ended August 2026.

The Target's platform connects clients with U.S.-licensed providers for online consultations, with prescribed therapies dispensed through verified pharmacies and delivered to the home. Its core business is selling health and wellness therapies across weight management, including GLP-1 therapies, hormone health, longevity, and sexual wellness, supported by at-home lab testing and AI-assisted client engagement tools. Since its founding in 2023, The Target has served more than 90,000 clients and generated over $48 million in sales. The Target's GLP-1 therapies are compounded medications prescribed by licensed providers and dispensed by licensed, FDA-approved compounding pharmacies. The Target is built on AI and runs efficiently, and we believe it will be highly scalable. The Target's underlying native AI infrastructure aligns with KALA's development of Researgency.ai, and KALA intends to evaluate integrating its capabilities into further AI development following closing. The Target would provide KALA with an established, revenue-generating platform for long-term client health management and a direct-to-consumer channel for the Company's preventative care initiatives, including genetic testing products distributed under KALA's agreement with Virotek.

The contemplated transaction is valued at approximately $15 million, payable in a combination of cash and KALA stock. KALA expects to fund the cash portion of the consideration from existing balance sheet resources. Any issuance of KALA common stock in connection with the transaction is expected to be subject to approvals and to the Nasdaq Listing Rules. The final allocation between cash and stock will be determined during diligence and announced upon execution of definitive agreements. The Target's existing management team is expected to continue operating the business following closing.

"This transaction would add an established, revenue-generating platform to KALA's operating business, alongside our Virotek distribution program, with a direct channel to clients focused on preventative care and long-term health management," said Avi Minkowitz, Chief Executive Officer and Chief Financial Officer of KALA. "We expect the Target's established revenue base to benefit KALA's growth in this business and across our other lines of business. With more than 90,000 clients served since 2023, we see opportunities to grow the business, including by offering Virotek genetic testing through the platform and by exploring additional offerings. We look forward to completing diligence and moving to definitive agreements. We are targeting closing in late 2026 or early 2027."

The LOI provides for a 45-day due diligence period (with possible extensions), expected to conclude in November 2026. The financial information in this release is unaudited, was provided by the Target, and has not been independently verified by KALA. Investors should not place undue reliance on it.

The proposed transaction is subject to:

• satisfactory completion of due diligence, including an audit of the Target's financial statements;

• negotiation and execution of definitive agreements;

• receipt of required corporate, regulatory and stock exchange approvals (including KALA stockholder approval, if required), including the transfer of applicable pharmacy and healthcare licenses; and

• other customary closing conditions.

There can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed on the terms described, or at all. The Company expects to provide further updates upon completion of due diligence and execution of definitive agreements, or when further disclosure is otherwise deemed appropriate.

About KALA Bio, Inc.

KALA BIO, Inc. (NASDAQ: KALA) is a clinical-stage biopharmaceutical company building a dedicated, on-premises AI infrastructure platform for the biotechnology industry. The Company's dual strategy combines a proprietary biologics pipeline—including its mesenchymal stem cell secretome (MSC-S) platform and FDA Orphan Drug- and Fast Track-designated product candidates—with a scalable AI platform-as-a-service business designed to deploy secure, purpose-built AI solutions directly within biotech and pharmaceutical client environments. KALA also holds exclusive U.S. distribution rights for Virotek's ophthalmology genetic testing program and is evaluating acquisitions of revenue-generating healthcare businesses.

Through its exclusive worldwide license for the Researgency AI research platform from Younet, KALA intends to serve as the dedicated AI infrastructure partner for the biotechnology industry, enabling organizations of all sizes to unlock the value of their proprietary biological data without surrendering control. KALA is advancing an agentic transformation strategy for biomedical organizations through Researgency.ai, a platform designed to enable scalable, governed deployment of AI agents across research, documentation, and operational workflows.

For more information, visit www.kalarx.com and Researgency.ai

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisition of the Target; the expected timing of the completion of due diligence, the execution of definitive agreements and the closing of the proposed transaction; the expected consideration and its allocation between cash and stock; the Company's expected sources of funding for the cash portion of the consideration; any required stockholder, regulatory or stock exchange approvals; the expected benefits of the proposed transaction, including the Target's revenue base and its expected contribution to the Company's growth; opportunities to grow the Target's business, including by offering Virotek genetic testing products through the Target's platform and by exploring additional offerings; the potential integration of the Target's AI capabilities with the Researgency platform; the expected continuation of the Target's management team following closing; the Company's strategic initiative to build an AI infrastructure platform for the biotechnology industry; and other statements that are not historical facts.

The Company uses words like "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions to identify these forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance, or achievements to be materially different from those expressed or implied by such statements. Important factors that could cause such differences include, but are not limited to: the risk that the Company does not complete due diligence or execute definitive agreements on the terms described or at all, or that the proposed transaction does not close on the expected timeline or at all; the availability of balance sheet resources to fund the cash portion of the consideration, including the timely collection of short-term investments; dilution to existing stockholders from the stock consideration, and the risk that any required stockholder approval is not obtained; reliance on unaudited financial information provided by the Target, which has not been independently verified and may differ from audited results; risks related to FDA, state pharmacy board and other regulatory enforcement relating to compounded GLP-1 and other compounded products, including potential loss of supply under Sections 503A and 503B of the Federal Food, Drug, and Cosmetic Act; potential litigation by manufacturers of branded GLP-1 products; risks related to corporate-practice-of-medicine laws and the Target's MSO structure; the potential loss of LegitScript certification or NABP accreditation; risks related to the transfer of pharmacy and healthcare licenses; risks related to integrating the Target's business and retaining its management team; risks related to the Company's distribution program with Virotek; risks related to the development, deployment, and performance of the Researgency platform and the Company's ability to attract and retain platform clients; risks that the Company's product candidates may not be successfully developed or commercialized; risks related to the Company's limited cash resources and ability to continue as a going concern; risks related to the Company's ability to raise future capital on favorable terms or at all; risks related to the Company's ability to regain compliance with Nasdaq listing requirements and maintain its listing; competition from larger, better-resourced companies; dependence on key personnel and third-party technology providers; and other risks detailed in the "Risk Factors" section of the Company's Annual Report on Form 10-K as they may be revised in the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and other filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Contact:

Avi Minkowitz
Chief Executive Officer, KALA BIO, Inc.
am@kalarx.com
www.kalarx.com | www.Researgency.ai

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/316479

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much would KALA Bio pay for the telehealth acquisition?

The proposed acquisition is valued at approximately $15 million, payable in cash and KALA stock. KALA expects to fund the cash portion from existing balance sheet resources. The final allocation between cash and stock has not been determined.

What revenue has KALA Bio's proposed telehealth acquisition target generated?

The target generated approximately $12.7 million in revenue for the trailing 12 months ended August 2026 and over $48 million in sales since its 2023 founding. The financial information is unaudited, was provided by target management and has not been independently verified by KALA.

What conditions must be met for KALA Bio's telehealth acquisition to close?

Closing requires satisfactory due diligence, including an audit of the target's financial statements, executed definitive agreements and required approvals. Those include corporate, regulatory and stock exchange approvals, KALA stockholder approval if required, and the transfer of applicable pharmacy and healthcare licenses.

What does KALA Bio plan to do with the telehealth platform after closing?

KALA intends to evaluate integrating the platform's capabilities into further AI development following closing. The platform would also provide a direct-to-consumer channel for preventive care initiatives, including genetic testing products distributed under KALA's agreement with Virotek.