KALA BIO holders approve 1-for-2 to 1-for-300 reverse split

The board may select a reverse-split ratio from 1-for-2 to 1-for-300 and include its determination in a public announcement.

Available on EDGAR 11/03/2026 - 04:12 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:11 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

KALA BIO, Inc. reported final results from its Annual Meeting, where 14,459,767 shares were present in person or represented by proxy. Stockholders elected Yonatan Colman and Brendan Purdy as Class III directors to serve until the 2029 Annual Meeting of Stockholders and until successors are duly elected and qualified or their earlier death, resignation or removal. They approved the named executive officers’ compensation on a nonbinding advisory basis and ratified HTL International, LLC as independent registered public accounting firm for the fiscal year ended December 31, 2026.

Stockholders also approved an amendment authorizing a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-300, at a time determined by the board in its sole discretion, with the determination to be included in a public announcement. Although the adjournment proposal passed, no motion to adjourn was made because adjournment was determined unnecessary or inappropriate.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares present or represented: 14,459,767 shares Votes for reverse-split amendment: 14,064,372 votes Votes against reverse-split amendment: 287,744 votes +2 more

5 metrics

Shares present or represented 14,459,767 shares At the Annual Meeting

Votes for reverse-split amendment 14,064,372 votes Annual Meeting proposal

Votes against reverse-split amendment 287,744 votes Annual Meeting proposal

Abstentions on reverse-split amendment 107,651 votes Annual Meeting proposal

Approved reverse stock split ratio range Not less than 1-for-2 and not greater than 1-for-300 Ratio and timing to be determined by the board

Key Terms

reverse stock split, broker non-votes, nonbinding advisory basis

3 terms

reverse stock split technical

"to effect a reverse stock split of the Common Stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

broker non-votes financial

"Votes Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

nonbinding advisory basis regulatory

"approve, on a nonbinding advisory basis"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did KALA stockholders approve?

Stockholders approved an amendment authorizing a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-300. The board may determine the ratio and timing in its sole discretion, with the determination to be included in a public announcement.

How many votes did KALA’s reverse-split proposal receive?

The proposal received 14,064,372 votes for, 287,744 votes against, and 107,651 abstentions.

Who did KALA elect to its board?

Yonatan Colman and Brendan Purdy were elected as Class III directors. Their terms run until the 2029 Annual Meeting of Stockholders and until successors are duly elected and qualified or their earlier death, resignation or removal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 3, 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)
☐	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(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 5.07. Submission of Matters to a Vote of Security Holders.

A total of 14,459,767 shares of the Company’s Common Stock were present in person or represented by proxy at the Annual Meeting. At the Annual Meeting, stockholders voted in favor of the following items of business:

Proposal No. 1 – Election of Directors

The Company’s stockholders voted to elect the following persons to the board of directors of the Company as Class III directors to serve until the 2029 Annual Meeting of Stockholders, and until their successors have been duly elected and qualified or until their earlier death, resignation or removal.

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Yonatan Colman		13,485,088		138,862		835,817
Brendan Purdy		13,486,814		137,136		835,817

Proposal No. 2 – Advisory Vote On Executive Compensation

The Company’s stockholders voted to approve, on a nonbinding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement and pursuant to Item 402 of Regulation S-K, including the compensation tables and the narrative discussion related thereto.

Voted For		Voted Against		Abstain		Broker Non-Votes
13,474,419		149,007		524		835,817

Proposal No. 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders voted to ratify the selection of HTL International, LLC, as the independent registered public accounting firm for the fiscal year ended December 31, 2026.

Voted For		Voted Against		Abstain		Broker Non-Votes
14,311,875		146,760		1,132		0

Proposal No. 4 – 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.

The Company’s stockholders voted to approve 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 at such time as the Company’s Board of Directors shall determine, in its sole discretion, and to be included in a public announcement.

Voted For		Voted Against		Abstain		Broker Non-Votes
14,064,372		287,744		107,651		0

Proposal No. 5 – Approval of an Adjournment of the Annual Meeting, if Necessary, to Solicit Additional Proxies, or in the Absence of a Quorum

The Company’s stockholders voted to approve an adjournment of the Annual Meeting, if necessary to solicit additional proxies, or in the absence of quorum (the “Adjournment Proposal”).

Voted For		Voted Against		Abstain		Broker Non-Votes
14,041,517		303,859		114,391		0

Although the Adjournment Proposal received sufficient votes to be approved, no motion to adjourn the Annual Meeting was made because the adjournment of the Annual Meeting was determined not to be necessary or appropriate.

The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.

1

SIGNATURE

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.

	KALA BIO, INC.
November 3, 2026	By:	/s/ Avi Minkowitz
		Name:	Avi Minkowitz
		Title:	Chief Executive Officer and Chief Financial Officer

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB