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2026-09-09
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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): September 9, 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
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 |
|
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 is incorporated by reference into this Item 5.08.
On September 9, 2026, the Board of Directors of KALA BIO, Inc. (the “Company”) established November 3, 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 September 19, 2026, 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 advanced by more than 30 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 September 19, 2026 (which is the 10th day following the day on which public announcement of the date of the Annual Meeting was first made by the Company). Such proposals must also comply with all other requirements set forth in the By-Laws and other applicable laws.
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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|
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| Date: September 9, 2026 |
By: |
/s/ Avi Minkowitz |
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Avi Minkowitz |
| |
|
Chief Executive Officer |
