false
0001479419
0001479419
2025-09-29
2025-09-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 29, 2025
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 2.04. Triggering Events That Accelerate or Increase
a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On September 29, 2025, KALA BIO, Inc. (the “Company”) received
a written notice (the “Notice”) of event of default from Oxford Finance LLC (“Oxford”) with respect to that certain
Loan and Security Agreement, dated as of May 4, 2021 (as amended, the “Loan Agreement”), by and among the Company, Combangio,
Inc. and Oxford, as lender and collateral agent. The Notice asserted that an event of default (the “Event of Default”) has
occurred and is continuing under Section 8.3 (Material Adverse Change) of the Loan Agreement and alleged that other events of default
under the Loan Agreement may exist.
In the Notice, Oxford declared, by reason of the Event of Default, that all obligations of the Company under the Loan Agreement were immediately
due and payable. In addition, the Notice indicated that the Company’s obligations under the Loan Agreement began accruing interest
at the Default Rate (as defined in the Loan Agreement) effective immediately upon occurrence of the Event of Default. The total amount
of the Company’s obligations under the Loan Agreement as of the date hereof that have been accelerated and declared payable by Oxford
is $29.1 million plus any additional interest due upon final payment and any expenses that become payable by the Company under the Loan
Agreement.
A description of the Loan Agreement is contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2025 filed with the Securities and Exchange Commission on August 8, 2025, which description is incorporated herein by reference.
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.
| |
KALA BIO, INC. |
| |
|
|
| Date: October 1, 2025 |
By: |
/s/ Mary Reumuth |
| |
|
Mary Reumuth |
| |
|
Chief Financial Officer and Corporate Secretary |
