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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): May 7, 2026
KALA BIO, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38150 |
|
27-0604595 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(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
(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:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
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 |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
KALA |
|
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
3.03. | Material
Modification to Rights of Security Holders. |
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
| Item
5.03. | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
May 7, 2026, KALA BIO, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate
of Amendment”) to the Company’s Restated Certificate of Incorporation (as amended, the “Certificate of
Incorporation”) with the Secretary of State of Delaware to effect a 1-for-50 reverse stock split of the shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), either issued and outstanding or held by the
Company as treasury stock, effective as of 4:05 p.m. (Delaware time) on May 8, 2026 (the “Reverse Stock Split”).
As previously reported, the Company held its 2025 annual meeting of stockholders on January 30, 2026 (the “Annual Meeting”),
at which Annual Meeting the Company’s stockholders approved the Certificate of Amendment to effect a reverse stock split of the
Company’s Common Stock at a ratio in the range of 1-for-2 to 1-for-100, with such ratio to be determined by the Company’s
Board of Directors (the “Board”) and included in a public announcement. The Board determined to effect the
Reverse Stock Split at a ratio of 1-for-50 and approved the corresponding final form of the Certificate of Amendment.
As
a result of the Reverse Stock Split, every fifty (50) shares of issued and outstanding Common Stock will be automatically combined into
one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued
as a result of the Reverse Stock Split. Stockholders that would hold fractional shares as a result of the Reverse Stock Split are entitled
to receive a cash payment in lieu of said fractional shares based on the closing price on the Nasdaq Capital Market on May 7, 2026. The
Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 929,491,578 shares to approximately 18,589,832
shares, subject to adjustment for the rounding up of fractional shares. The number of authorized shares of Common Stock under the Certificate
of Incorporation will remain unchanged at 1,500,000,000 shares.
Proportionate
adjustments will be made to the per share exercise price and the number of shares of Common Stock that may be purchased upon the exercise
or conversion, as applicable, of outstanding equity awards under the Company’s 2009 Employee, Director and Consultant Equity Incentive
Plan, Amended and Restated 2017 Equity Incentive Plan (the “2017 Equity Plan”) and the and Amended and Restated 2017 Employee
Stock Purchase Plan (the “2017 Stock Plan”). The number of shares reserved for issuance under the 2017 Equity Plan and 2017
Stock Plan will be proportionately reduced in accordance with the terms of such plans.
The
Common Stock will begin trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market on May 11, 2026. The trading symbol
for the Common Stock will remain “KALA.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 483119301.
For
more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and
Exchange Commission on December 30, 2026, the relevant portions of which are incorporated herein by reference. The information set forth
herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit
3.1 to this Current Report on Form 8-K and incorporated herein by reference.
On
May 7, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item
9.01. | Financial
Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of KALA BIO, Inc. |
| 99.1 |
|
Press Release, issued on May 7, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
KALA
BIO, INC. |
| |
|
|
| Date:
May 7, 2026 |
By: |
/s/
Avi Minkowitz |
| |
Name: |
Avi
Minkowitz |
| |
Title: |
Chief Executive
Officer |
Exhibit
99.1
KALA
BIO Announces Reverse Stock Split
Common
Stock Will Begin Trading on Split-Adjusted Basis on May 11, 2026
Arlington,
MA, May 7, 2026 (GLOBE NEWSWIRE) — KALA BIO, Inc. (NASDAQ: KALA) (“KALA BIO” or the “Company”),
today announced that it intends to effect a reverse stock split of its common stock, par value $0.001 per share (the “common stock”)
at a ratio of 1 post-split share for every 50 pre-split shares. The reverse stock split will become effective at 4:05 p.m. on Friday,
May 8, 2026. The Company’s common stock will continue to be traded on the Nasdaq Capital Market under the symbol KALA and
will begin trading on a split-adjusted basis when the market opens on Monday, May 11, 2026. The new CUSIP number for the common
stock following the reverse stock split is 483119301.
At
a special meeting of stockholders, as adjourned and held on January 30, 2026, the Company’s stockholders granted the Company’s
Board of Directors the discretion to effect a reverse stock split of the Company’s common stock through an amendment to its Restated
Certificate of Incorporation, as amended, at a ratio of not less than 1-for-2 and not more than 1-for-100, with such ratio to be determined
by the Company’s Board of Directors.
At
the effective time of the reverse stock split, every fifty (50) shares of the Company’s issued and outstanding common stock will
be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders
holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-50 reverse stock split.
It is not necessary for stockholders holding shares of the Company’s common stock in certificated form to exchange their existing
stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do
so if they wish.
The
reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s
equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares
will be issued. Stockholders that would hold fractional shares as a result of the Reverse Stock Split are entitled to receive a cash
payment in lieu of said fractional shares based on the closing price on the Nasdaq Capital Market on May 7, 2026. The reverse stock
split will reduce the number of shares of the Company’s common stock outstanding from 929,491,578 shares to approximately 18,589,832
shares. Proportional adjustments will be made to the number of shares of the Company’s common stock issuable upon exercise or conversion
of the Company’s equity awards, warrants and other convertible securities, as well as the applicable exercise or conversion price
thereof. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker;
all other stockholders may direct questions to the Company’s transfer agent, Equiniti Trust Company, LLC, at (929) 469-2386.
ABOUT
KALA BIO (NASDAQ: KALA)
KALA
BIO, Inc. 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.
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. The
Company’s focus on enterprise security, real-time performance, and seamless integration positions it at the forefront of innovation
in the life sciences AI sector.
Kala
believes the future of biomedical innovation is in agentic systems. For more information, visit www.kalarx.com and www.Researgency.ai
Forward-looking
Statements
This
press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,”
“may,” “will,” “plans,” “expects,” “anticipates,” “projects,”
“predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”
or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject
to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or
quantified; consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such
risks and uncertainties include, without limitation, risks and uncertainties associated with: the effect that the reverse stock split
may have on the price of the Company’s common stock; the Company’s ability to maintain its listing on the Nasdaq Capital
Market; risks that AI technologies may not produce expected results in drug discovery or development; risks related to the development,
deployment, and performance of the Researgency platform; risks that the Company may not successfully attract or retain external platform
clients; risks that the platform-as-a-service business model may not generate anticipated revenues; 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 that the third-party information contained herein was not accurate at the time it was published
and/or does not accurately predict the future; risks related to the Company’s ability to raise future capital and the possibility
that market conditions may limit the Company’s ability to raise capital on favorable terms; risks related to the Company’s
ability to regain compliance with Nasdaq listing requirements; competition from larger, better-resourced companies including major technology
and pharmaceutical companies; dependence on key personnel and third-party technology providers; the accuracy of third-party market forecasts
and projections cited herein; risks that the Company may elect not to expand or continue its deployment of the Researgency platform beyond
the initial term; risks that Younet may not perform its obligations under the Agreement; 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. More detailed information about the Company
and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the
Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K and its Quarterly Reports
on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at: http://www.sec.gov.
The Company assumes no obligation to publicly update or revise its forward-looking statements 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
