Kala Pharmaceuticals Inc SEC Filings

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.

KALA BIO reported it received a Nasdaq deficiency notice for failing to meet the Nasdaq Capital Market’s market value of listed securities requirement. The company’s market value was below $35 million for 30 consecutive business days, triggering noncompliance with Listing Rule 5550(b)(2).

Nasdaq granted a 180‑day cure period until May 11, 2026. Compliance is regained if the market value closes at $35 million or more for at least 10 consecutive business days before the deadline. The filing also notes KALA BIO does not meet the alternative continued listing standards of stockholders’ equity of at least $2.5 million or net income from continuing operations of at least $500,000 in the relevant periods.

If compliance is not restored by the deadline, the company may receive a delisting notice and could appeal to a Nasdaq Listing Qualifications Panel. KALA BIO plans to monitor its market value and may consider options to regain compliance.

KALA Bio entered a Convertible Loan Agreement with an individual investor for up to $375,000, split into two fundings of $187,500 each targeted for November 10 and November 12, 2025. The loan carries 15% simple annual interest, payable monthly starting in December 2025, and matures one year after funding, with a potential one-year extension under specified conditions.

The lender may convert outstanding amounts into common stock at prices set in the agreement, and, ahead of an M&A transaction or underwritten public offering, may elect to convert into the most senior class of shares or require cash repayment. KALA can prepay anytime with three business days’ notice, during which the lender may choose to convert.

Proceeds are limited to negotiating a further investment with the lender and preparing the Form 10‑Q for the quarter ended September 30, 2025; KALA agreed to exclusivity through November 17, 2025. Oxford Finance previously swept substantially all cash and signaled foreclosure, then paused and allowed $125,000 to fund this process; foreclosure may resume absent additional financing.

KALA BIO (KALA) disclosed an insider transaction by a director. On 10/23/2025, the reporting person sold 154,894 shares of common stock at a $0.81 weighted average price, with individual trades executed between $0.78 and $0.85. Following the sale, the reporting person beneficially owns 103,540 shares, reported as unvested RSUs, held directly.

The filing notes the price is a weighted average and that detailed trade breakdowns within the stated range are available upon request.

KALA BIO (KALA) reported insider transactions by its Chief Financial Officer, Mary Reumuth. On 10/22/2025, she sold 32,230 shares of common stock at a weighted average price of $0.83, with individual trades ranging from $0.82 to $0.84. On 10/23/2025, she sold an additional 967 shares at $0.82.

Following these transactions, her reported beneficial ownership was 29,873 shares after the first sale and 28,906 shares after the second sale, held directly. A footnote states the 28,906 balance includes unvested RSUs.

KALA BIO (KALA) reported an insider stock transaction on a Form 4. A director sold 47,768 shares of common stock on 10/22/2025 at a weighted average price of $0.83, with individual trades ranging from $0.82 to $0.85.

After the sale, the reporting person beneficially owned 35,932 shares directly, which includes 35,732 unvested RSUs, and 1 share indirectly held by a son.