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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2025
KALA BIO, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
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001-38150 |
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27-0604595 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
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(IRS Employer
Identification No.) |
1167 Massachusetts Avenue
Arlington, MA 02476
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 996-5252
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.001 par value per share |
|
KALA |
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The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
Item 5.08. |
Shareholder Director Nominations. |
To the extent applicable, the information set
forth below under Item 8.01 of this Current Report on Form 8-K “Notice of Annual Meeting” is incorporated by reference into
this Item 5.08.
Notice of Annual Meeting
The Board of Directors of the Company has established
January 30, 2026 as the date of the Company’s next annual meeting of stockholders (the “Annual Meeting”). The Company
plans to publish additional details regarding the exact time, location and matters to be voted on at the Annual Meeting in the Company’s
proxy statement for the Annual Meeting.
Because the date of the Annual Meeting will change
by more than 30 calendar days from the anniversary date of the Company’s last annual meeting of stockholders, the Company has set
a deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended
(“Rule 14a-8”) for inclusion in the Company’s proxy materials relating to the Annual Meeting. In order for a proposal
under Rule 14a-8 to be timely, it must be received by the Company’s Secretary at the principal executive offices of the Company
by December 27, 2025, which the Company has determined to be a reasonable time before the Company’s proxy materials are due to be
printed and sent. Such proposals must also comply with the Company’s Third Amended and Restated By-Laws (the “By-Laws”)
and the rules of the Securities and Exchange Commission regarding the inclusion of stockholder proposals in proxy materials, and any such
proposal may be omitted if not in compliance with applicable requirements.
The address of the Company’s principal executive
offices is 1167 Massachusetts Avenue, Arlington, Massachusetts 02476.
Stockholders wishing to nominate a director or
propose matters to be considered at the Annual Meeting in the manner contemplated by the By-Laws must submit timely notice to the Company
in order for such matters to be considered at the Annual Meeting. Because the date of the Annual Meeting will be delayed by more than
60 days from the first anniversary of the Company’s last annual meeting of stockholders, in accordance with Sections 1.10(b) and
1.11(b) of the By-Laws, such notice must be received by the Company’s Secretary at the address above by December 27, 2025. Such
proposals must also comply with all other requirements set forth in the By-Laws and other applicable laws.
Lazar Investments
As previously disclosed, on November 9,
2025, the Company entered into a Convertible Loan Agreement (the “Convertible Loan Agreement”) with David Lazar (the “Investor”)
pursuant to which the Investor agreed to provide the Company a convertible loan in the aggregate amount of $375,000. Pursuant to the
terms of the Convertible Loan Agreement, the Company was permitted to use a portion of the proceeds of the Convertible Loan Agreement
for the purposes of facilitating the negotiation and finalization of an additional investment transaction with the Investor and the preparation
and filing of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, which was filed
with the Securities and Exchange Commission (“SEC”) on November 19, 2025.
Further, as previously disclosed, on November
23, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Investor,
pursuant to which the Company agreed to issue and sell, in a private placement, shares of Series AA Convertible Non-Redeemable Preferred
stock (the “Series AA Preferred Shares”), par value $0.001 per share, of the Company and shares of Series AAA Convertible
Non-Redeemable Preferred Stock (the “Series AAA Preferred Shares”, and together with the Series AA Preferred Shares, the “Placement
Shares”), par value $0.001 per share, of the Company, in two closings for aggregate gross proceeds of up to $6.0 million. Pursuant
to the Securities Purchase Agreement, Company agreed to issue and sell to the Investor at a first closing 900,000 Series AA Preferred
Shares, at a price per Series AA Preferred Share equal to $2.00, for aggregate gross proceeds of $1.8 million. The closing for the Series
AA Preferred Shares occurred on November 24, 2025 (the “Series AA Preferred Share Closing”).
In accordance with the Securities Purchase Agreement
the Board appointed David Lazar as the Chief Executive Officer (and principal executive officer) of the Company, effective as of immediately
following the Series AA Preferred Share Closing and as the principal financial officer of the Company, effective as of the business day
following the Series AA Preferred Share Closing. On November 21, 2025, the Board also elected Mr. Lazar a Class II director, effective
as of immediately prior to the execution and effectiveness of the Securities Purchase Agreement, to serve on the Board until the Company’s
next Annual Meeting of Stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation
or removal. Upon his election to the Board, Mr. Lazar commenced serving as the Chair of Board.
The Securities Purchase Agreement granted Mr.
Lazar the right to sell, assign or otherwise transfer either the Placement Shares (as well as any Common Stock underlying any such Placement
Shares) or his rights to acquire the Placement Shares (as well as any Common Stock underlying any such Placement Shares) (the “Purchase
Agreement Transfer Rights”). We have been advised by Mr. Lazar that he has elected to act on his Purchase Agreement Transfer Rights
and has contracted to sell to an unaffiliated investor, AK Holdings Group Inc., a Panamanian company, (the “Lazar Transferee”)
all of his interest and rights in his rights and obligation to purchase the Series AAA Preferred Shares, as well as all of his rights,
titles and interest in Securities Purchase Agreement (the “Lazar Sold Assets”), while retaining his holdings of the Series
AA Preferred Shares and the Convertible Loan Agreement. Following the sale by Mr. Lazar of the Lazar Sold Assets, on December 11, 2025,
the Company has engaged a principal of the Lazar Transferee as a consultant to advise the Company with respect to identifying and consummating
a strategic alternative transaction.
Cautionary
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties.
Any statements in this Current Report on Form 8-K about the Company’s future expectations, plans and prospects, including but not
limited to statements about the Company’s expectations with respect to the occurrence of the Series AAA Preferred Share Closing,
the potential receipt of Stockholder Approvals, the Company’s
ability to identify and consummate a strategic alternative transaction on the timeline anticipated or at all and other statements containing
the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,”
“plan,” “predict,” “project,” “target,” “potential,” “likely,”
“will,” “would,” “could,” “should,” “continue,” 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, including: whether the conditions for the Series AAA Preferred Share Closing of the Private Placement will
be satisfied, including the failure to obtain Stockholder Approvals; uncertainties as to the timing of the consummation of the Series
AAA Preferred Share Closing; the Company’s ability to maintain its listing on The Nasdaq Capital Market; and other important factors,
any of which could cause the Company’s actual results to differ from those contained in the forward-looking statements discussed
in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, most recently filed Quarterly Report on Form
10-Q and other filings the Company makes with the SEC. These forward-looking statements represent the Company’s views as of the
date of this Current Report on Form 8-K and should not be relied upon as representing the Company’s views as of any date subsequent
to the date hereof. The Company 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.
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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KALA BIO, INC. |
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| Date: December 16, 2025 |
By: |
/s/ David Lazar |
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|
David Lazar |
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|
Chief Executive Officer |
