KALA BIO, Inc. SEC filings document the company's common stock, capital structure, governance, material agreements, listing status, and strategic transition from a clinical-stage biopharmaceutical issuer toward a dual biotech and AI infrastructure model. Recent Form 8-K disclosures cover the 1-for-50 reverse stock split, amendments to the certificate of incorporation, Nasdaq minimum-bid-price matters, and executive and board changes.
The filings also record material contracts and financing arrangements, including the Researgency platform development and exclusive license agreement, shelf-registration activity, at-the-market offering documents, and registered direct offering disclosures. Periodic and notice filings address annual-report timing, operating and financial reporting, risk factors, and the documentation needed for the company's evolving biologics pipeline and AI platform strategy.
Nachum Labkowski reported beneficial ownership of 966,991 KALA BIO, Inc. common shares, equal to 5% of the class. He reported sole voting and sole dispositive power over that position.
Of the reported shares, 909,720 are held by Halevi Enterprises LLC, over which Labkowski has sole voting and dispositive power. The reported percentage is based on 19,339,786 common shares outstanding as of August 14, 2026.
KALA BIO, Inc. asks stockholders to approve an amendment authorizing a reverse stock split of its common stock at a ratio of not less than 1-for-2 and not greater than 1-for-300. The proposal is one of five voting matters; the board recommends voting for each, including the election of Class III nominees Yonatan Colman and Brendan Purdy, an advisory vote on executive compensation, ratification of HTL International, LLC as the independent registered public accounting firm for 2026, and adjournment if needed.
The virtual annual meeting is scheduled for November 3, 2026. Stockholders of record at close of business on September 10, 2026 are entitled to vote. The 2025 compensation table lists total compensation of $3,476,972 for former Interim Chief Executive Officer, President and Chief Operating Officer Todd Bazemore; $1,358,174 for former Head of Research and Development and Chief Medical Officer Kim Brazzell; $1,322,608 for former Chief Financial Officer Mary Reumuth; and $906,642 for former Chief Executive Officer Mark Iwicki.
KALA BIO, Inc. (KALA) is asking stockholders to act at its virtual 2026 annual meeting on November 3, 2026. The agenda includes electing two Class III directors for three-year terms, an advisory vote on executive compensation, and ratifying HTL International, LLC as independent auditor for 2026.
A key item is approval of an amendment to the Restated Certificate of Incorporation to effect a reverse stock split of the common stock at a ratio of not less than 1-for-2 and not greater than 1-for-300, as determined by the board, plus authority to adjourn the meeting if needed to solicit more proxies or achieve a quorum. The board recommends voting FOR all proposals. The company describes itself as a smaller reporting company and outlines its governance structure, including a combined Chair/CEO/CFO role held by Avi Minkowitz and a Lead Independent Director.
KALA BIO, Inc. (KALA) entered into an Exclusive Distribution and Reseller Agreement with Virotek, Inc., under which Kala becomes the sole and exclusive distributor and reseller in the United States of Virotek’s genetic testing and screening program for ophthalmology for an initial five-year term starting September 3, 2026.
The exclusivity depends on Kala achieving a specified milestone on September 3, 2027, with a 30-day cure period, after which the appointment becomes non-exclusive if unmet. Kala handles commercial development while Virotek delivers and administers the program, and the parties split net profit 50/50 after Virotek fully recovers cost of goods sold. The agreement includes a right of first refusal for Kala on certain Virotek ophthalmology product transactions and detailed early-termination rights tied to material breach, insolvency, loss of key licenses, or loss of a required Nasdaq listing.
KALA BIO, Inc. (KALA) announced that its Board of Directors set November 3, 2026 as the date of the next annual meeting of stockholders. Additional information on the exact time, location and agenda items will be provided in the company’s proxy statement.
Because this date is more than 30 days earlier than the prior year’s annual meeting, stockholder proposals for inclusion in proxy materials under Rule 14a-8 must be received at the company’s principal executive offices by September 19, 2026. Stockholders nominating directors or proposing other business under the company’s Third Amended and Restated By-Laws must also deliver notice by September 19, 2026 and comply with all requirements in the By-Laws and applicable law.
KALA BIO, Inc. (KALA) disclosed that on August 27, 2026 it received a Staff Determination Letter from Nasdaq stating that its common stock has failed to meet the $1.00 minimum closing bid price requirement for The Nasdaq Capital Market for 30 consecutive business days from July 16 through August 26, 2026. Under normal circumstances, this would trigger a 180-day grace period, but Nasdaq determined KALA is not eligible for any compliance period because it effected a 1-for-50 reverse stock split on May 11, 2026 within the prior year. KALA plans to timely request a hearing before the Nasdaq Hearings Panel, which will stay any suspension or delisting action while the Panel considers the matter. The company states there is no assurance that continued listing will be granted or that it will regain and maintain compliance with the Minimum Bid Price Requirement or other Nasdaq listing standards.
KALA BIO, Inc. (KALA) reported sharply reduced operating losses as it pivots from ophthalmology biologics to an on‑premises AI infrastructure platform for biotechnology clients. For the six months ended June 30, 2026, net loss was $3.2 million, improving from $20.1 million a year earlier as research and development spending fell to $0.1 million after discontinuing the KPI‑012 MSC‑S program.
Total operating expenses declined to $3.5 million from $21.7 million, driven mainly by lower KPI‑012 trial costs, workforce reductions and elimination of interest expense after resolving debt with Oxford Finance. Cash and cash equivalents were $229 thousand at June 30, 2026, with an additional $7.0 million short‑term loan receivable to Minglemint Solutions that bears 8.0% interest and is callable in part.
KALA raised $4.2 million in January 2026 via Series AAA preferred stock (since converted into 17.64 million common shares) and executed a 1‑for‑50 reverse stock split in May 2026. It obtained an Exclusive License to Younet’s Researgency biomedical AI platform, agreed to pay up to $530 thousand in initial cash fees plus equity, and secured a $55 million option to acquire Younet. A new Form S‑3 shelf registers up to $350 million of securities, including a $250 million at‑the‑market common stock program.
KALA BIO, Inc. has notified regulators that it will file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 after the normal deadline. The company states it cannot complete the report without unreasonable effort and expense because it needs additional time to finalize its analysis and disclosure regarding liquidity and capital resources.
KALA BIO expects to submit the Form 10-Q no later than the fifth calendar day following the prescribed filing date. The company also notes that any financial results referenced are preliminary and may change as work is completed, and it highlights typical forward-looking statement risks, including potential delays in completing the Form 10-Q.
KALA BIO, Inc. reports that on July 22, 2026 it filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, relating to an offering of securities under its effective Registration Statement on Form S-3 (File No. 333-295667).
The company is providing a legal opinion on the validity of the securities being offered, furnished as Exhibit 5.1 from Haynes and Boone, LLP, together with a related consent in Exhibit 23.1 and an Inline XBRL cover page data file.
KALA BIO, Inc. has established an at-the-market equity program, allowing it to issue and sell up to $250,000,000 of common stock from time to time through H.C. Wainwright & Co. as sales agent or principal under a Sales Agreement. Sales may occur on Nasdaq under the symbol KALA or other U.S. trading markets at market-related prices, with Wainwright earning a 3.0% commission on gross proceeds. At an assumed price of $0.78 per share, this would correspond to up to 337,837,838 shares and 357,177,624 shares outstanding after the offering, though actual amounts will depend on market conditions and management’s discretion.
The company is transitioning from ophthalmic biologics R&D to an AI platform-as-a-service model for biotechnology, built around its licensed Researgency agentic AI platform, while seeking to monetize legacy MSC-S biologics assets. A 1-for-50 Reverse Stock Split effective May 8, 2026, reduced outstanding common shares from 929,491,578 to 18,589,824, with no change to the 1,500,000,000 authorized shares. For 2025, KALA reported a net loss attributable to common stockholders of $26.98 million, or $165.56 basic and diluted net loss per share on a split-adjusted basis. The company is a smaller reporting company and intends to use any ATM proceeds for general corporate purposes, including working capital.