Kala Pharmaceuticals Inc SEC Filings

KALA BIO, Inc. entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC that allows the company to sell up to $15,000,000 of its common stock under an existing shelf registration statement on Form S-3. Sales, if any, will be made from time to time through or to H.C. Wainwright as sales agent or principal, generally at the prevailing market price of the stock on the Nasdaq Capital Market.

The company controls key parameters for each sale, including the number of shares, timing, daily limits, and minimum acceptable price, and has no obligation to sell any shares. H.C. Wainwright will earn a commission of 3.0% of the gross sales price on shares it sells, and the company will reimburse specified legal and due diligence expenses. Either party can suspend offers under the agreement, and there is no assurance that any shares will ultimately be sold.

KALA BIO, Inc. is establishing an at-the-market program to sell up to $15,000,000 of common stock through H.C. Wainwright & Co. Shares may be sold from time to time on Nasdaq or other U.S. markets, with Wainwright earning a 3.0% commission on gross proceeds. At an assumed price of $0.6211 per share, this would equal about 24.2 million shares, bringing total common stock outstanding to 52,000,425 shares, though actual amounts may differ.

The company plans to use net proceeds for general corporate purposes and working capital, but 25% of new debt or equity financings must be used to repay a 15% convertible loan, and 10% of equity proceeds after a shareholder meeting must be paid to Oxford up to $1,000,000. Recent financings include a December 2025 $10 million registered direct equity raise and a November 2025 preferred stock private placement of up to $6.0 million. The filing highlights substantial doubt about the company’s ability to continue as a going concern, a Nasdaq market value deficiency notice, and significant additional dilution potential from options, warrants, RSUs and convertible preferred stock.

KALA BIO dismissed Deloitte & Touche LLP as its independent registered public accounting firm effective December 15, 2025. Deloitte had audited the company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2023.

The company states that Deloitte’s prior audit reports did not include adverse or disclaimed opinions and were not qualified or modified for uncertainty, scope, or principles. KALA BIO reports no disagreements with Deloitte and no reportable events during those periods and through December 15, 2025. The company has not yet appointed a new independent auditor.

KALA BIO has scheduled its next annual meeting of stockholders for January 30, 2026, and set December 27, 2025 as the deadline for shareholder proposals and director nominations under its bylaws and SEC Rule 14a-8.

The company reiterates financing arrangements with CEO David Lazar, including a $375,000 convertible loan and a private placement of preferred stock for aggregate gross proceeds of up to $6.0 million, of which $1.8 million has been received from the sale of 900,000 Series AA preferred shares at $2.00 per share.

Lazar has contracted to sell his rights and obligations to purchase the Series AAA preferred shares, and related purchase agreement rights, to unaffiliated investor AK Holdings Group Inc., while retaining his Series AA preferred shares and the convertible loan. A principal of AK Holdings has been engaged as a consultant to help the company identify and consummate a strategic alternative transaction, which, along with the potential Series AAA closing and related stockholder approvals, is subject to the uncertainties highlighted in the company’s forward-looking statements.

KALA BIO, Inc. disclosed that Chief Executive Officer and director David E. Lazar entered into a securities purchase agreement to invest in the company through convertible preferred stock. On November 24, 2025, he acquired 900,000 shares of Series AA Convertible Non-Redeemable Preferred Stock at $2.00 per share, for a total of $1,800,0002,100,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock at $2.00 per share, for an additional $4,200,000.

Each share of Series AA Preferred is convertible into 55 shares of common stock and each Series AAA share into 420 shares, in both cases subject to ownership limits. None of the preferred shares can be converted until stockholders approve an increase in authorized capital and the conversion terms in line with Nasdaq listing rules. The Series AA Preferred Stock is perpetual and has no expiration date, and Lazar reports no common stock currently beneficially owned.

KALA BIO, Inc. (KALA) disclosed an initial ownership report for its Chief Executive Officer and director, David E. Lazar. This Form 3 shows that he beneficially owns no shares of KALA common stock as of the reported event date of 11/24/2025. The filing also indicates there are no derivative securities, such as options or warrants, reported as beneficially owned. This is an administrative disclosure required for insiders when they first become subject to reporting rules.

KALA BIO, Inc. reports that lender Oxford Finance previously declared an event of default under its loan, swept substantially all company cash and prompted termination of nearly all employees before later pausing foreclosure. To stabilize its position, KALA entered a Convertible Loan Agreement for $375,000 and a Securities Purchase Agreement with investor David Lazar for a private placement of up to $6.0 million of Series AA and Series AAA preferred stock in two closings. The first closing delivered $1.8 million from 900,000 Series AA shares at $2.00 per share.

The second closing for 2,100,000 Series AAA shares at $2.00 per share, or $4.2 million, depends on stockholder approval of an increase in authorized common shares and conversion terms, and related charter changes. A linked settlement with Oxford provides for a $2.0 million cash payment and issuance of 1,620,000 common shares; upon an initial $1.0 million payment and share delivery, $7,000,000 of loan principal and related interest obligations are deemed reduced or waived. David Lazar becomes chief executive officer, principal financial officer and board chair, while the prior CFO is terminated and one director resigns.

KALA BIO’s Q3 2025 report shows a sharp deterioration in its business and financial position. The company’s CHASE Phase 2b trial of KPI-012 for persistent corneal epithelial defect failed to meet its primary and key secondary endpoints, and management decided to cease development of KPI-012 and its MSC-S platform.

To preserve cash, KALA approved a workforce reduction of about 19 employees, or roughly 51%. Cash and cash equivalents fell to $21,096 thousand at September 30, 2025 from $51,181 thousand at December 31, 2024, while current debt rose, driving current liabilities above total assets and resulting in stockholders’ deficit of $8,665 thousand. The company reported a Q3 2025 net loss of $7,564 thousand, narrower than the prior-year quarter mainly due to a $4,833 thousand non-cash gain from remeasuring contingent consideration.

On September 29, 2025, lender Oxford Finance declared a material adverse change default under KALA’s Loan and Security Agreement and accelerated $29.1 million of obligations. In October, Oxford swept substantially all of KALA’s cash and moved toward foreclosure before partially pausing. KALA subsequently obtained a $375 thousand 15% convertible loan from an individual investor solely to finalize a potential additional financing and to prepare this filing. Management concludes there is substantial doubt about KALA’s ability to continue as a going concern, and notes that bankruptcy proceedings could leave little or no recovery for stockholders.

KALA BIO filed a Form 12b-25, notifying a delay in its Form 10-Q for the quarter ended September 30, 2025, citing that timely filing was not possible without unreasonable effort or expense. The company states it will file no later than the fifth calendar day after the due date.

The delay follows a default under its Loan and Security Agreement with Oxford Finance, after which Oxford declared all obligations immediately due, swept substantially all cash, and indicated plans to foreclose on assets. On October 19, the board terminated all remaining employees not required for foreclosure activities, which hindered preparation of the 10-Q.

On November 3, Oxford paused foreclosure and permitted use of $125,000 from swept funds to negotiate financing and begin 10-Q work. On November 9, KALA entered a Convertible Loan Agreement with an individual investor for up to $375,000, a portion of which may be used to prepare and file the 10-Q.