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  4. [8-K] KALA BIO, Inc. Reports Material Event

KALA BIO to exclusively distribute Virotek eye tests

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

KALA BIO, Inc. (KALA) entered into an Exclusive Distribution and Reseller Agreement with Virotek, Inc., under which Kala becomes the sole and exclusive distributor and reseller in the United States of Virotek’s genetic testing and screening program for ophthalmology for an initial five-year term starting September 3, 2026.

The exclusivity depends on Kala achieving a specified milestone on September 3, 2027, with a 30-day cure period, after which the appointment becomes non-exclusive if unmet. Kala handles commercial development while Virotek delivers and administers the program, and the parties split net profit 50/50 after Virotek fully recovers cost of goods sold. The agreement includes a right of first refusal for Kala on certain Virotek ophthalmology product transactions and detailed early-termination rights tied to material breach, insolvency, loss of key licenses, or loss of a required Nasdaq listing.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Initial term 5 years Initial term of the Exclusive Distribution and Reseller Agreement starting September 3, 2026
Net profit split 50/50 between Kala and Virotek After Virotek fully recovers cost of goods sold under the program
Milestone date for exclusivity September 3, 2027 Date by which Kala must achieve a specified milestone to maintain exclusivity
Cure period for milestone or breaches 30 days Period to cure failure to meet the milestone or a material breach before consequences apply
License or listing restoration period 60 days Time allowed to restore a required license, accreditation, or Nasdaq listing before termination right arises
Renewal notice period 180 days Minimum time before expiration by which parties must agree in writing to renew the term
Right of first refusal exercise period 30 days Minimum time Kala has to exercise its right of first refusal on certain Virotek ophthalmology product transactions
Exclusive Distribution and Reseller Agreement financial
"entered into an Exclusive Distribution and Reseller Agreement with Virotek"
net profit financial
"Net profit is split equally between Virotek and Kala"
Net profit is the amount of money a company keeps after paying every operating cost, interest, taxes and any one-time charges out of its total sales. Think of it as the cash left in your wallet after you settle all your bills; it tells investors whether the business truly earned money during a period and helps assess profitability, how much can be returned to shareholders or reinvested, and the company’s financial health.
right of first refusal financial
"Virotek has granted Kala a right of first refusal on any proposed sale"
A right of first refusal gives an existing shareholder or party the chance to buy an asset or shares before the owner can sell them to someone else. Think of it like being offered the first option to buy a house when the owner decides to sell; it matters to investors because it can limit who can acquire a stake, slow or block transactions, and affect the price and liquidity of an investment by restricting open-market sales or new buyers.
white label opportunity financial
"When a white label opportunity arises, the applicable economics are to be agreed"
material breach regulatory
"Either party may terminate the Agreement immediately upon written notice if the other party commits a material breach"
A material breach is a serious failure by a party to meet a key term of a contract that undermines the contract’s purpose or value; it’s more than a minor mistake and can allow the other side to end the deal or seek compensation. For investors, a material breach is a red flag because it can lead to lost revenue, costly legal fights, or sudden changes in a company’s operations — like finding a major structural problem in a house that makes it unsafe to live in.

FAQ

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

What agreement did KALA (Kala Bio) announce with Virotek?
Kala Bio entered into an Exclusive Distribution and Reseller Agreement with Virotek, making Kala the sole U.S. distributor and reseller of a genetic testing and screening program for ophthalmology, with Kala leading commercialization and Virotek providing delivery and administration.

How long is the initial term of KALA’s agreement with Virotek?
The agreement has an initial term of five years, commencing on September 3, 2026. It can be renewed for additional periods on terms agreed in writing at least 180 days before the end of the then-current term.

What is the profit-sharing structure in the KALA-Virotek agreement?
After Virotek fully recovers its cost of goods sold, net profit from the program is split equally (50/50) between Kala Bio and Virotek. This split may be prospectively adjusted by mutual written agreement and is subject to monthly review.

What milestone must KALA meet to maintain exclusivity under the agreement?
Kala’s exclusive distributor status is conditioned on achieving a specific milestone on September 3, 2027, as defined in Exhibit B of the agreement. If Kala fails to meet it, there is a 30-day cure period, after which the appointment becomes non-exclusive.

What termination rights exist in the KALA-Virotek agreement?
Either party may terminate the agreement immediately for an uncured material breach after 30 days’ notice, for the other party’s insolvency or bankruptcy, or if the other party loses a required license, accreditation, or Nasdaq listing for more than 60 days.

What additional rights does KALA have regarding Virotek’s ophthalmology products?
Kala has a right of first refusal on any proposed sale, exclusive license, or other disposition by Virotek to a third party of any Ophthalmological Product, with at least 30 days to decide whether to exercise this right.

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): September 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 1.01.Entry into a Material Definitive Agreement.

 

On September 3, 2026, KALA BIO, Inc. (“Kala” or the “Company”) entered into an Exclusive Distribution and Reseller Agreement (the “Agreement”) with Virotek, Inc. (“Virotek”), a Wyoming corporation. The following is a summary of the material terms of the Agreement and is qualified in its entirety by the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

 

Pursuant to the Agreement, Virotek has appointed Kala as the sole and exclusive distributor and reseller of a genetic testing and screening program for opththamology in the United States for the term of the Agreement. This exclusive appointment is conditioned on Kala achieving the specific milestone set out in Exhibit B of the Agreement on September 3, 2027. If Kala fails to meet this milestone, subject to a 30-day cure period, the appointment converts from exclusive to non-exclusive.

 

The Program initially covers genetic testing and clinical screening for ophthalmology, but the parties may expand into additional verticals by mutual written agreement. Kala is responsible for all commercial development of the Program, while Virotek is responsible for delivery and administration of the Program. Before any reseller may market or order the Program, Kala must cause the reseller to be bound by a written agreement on terms approved by Virotek.

 

Net profit is split equally between Virotek and Kala after the cost of goods sold is recovered in full by Virotek. The split may be prospectively varied by mutual written agreement and shall be reviewed monthly. When a white label opportunity arises, the applicable economics are to be agreed by the parties in good faith prior to launch.

 

Virotek has granted Kala a right of first refusal on any proposed sale, exclusive license, or other disposition by Virotek to a third party of any Opthalmological Product. Kala has at least 30 days to exercise the right.

 

The Agreement has an initial term of five years commencing September 3, 2026, and is renewable on agreed upon terms for successive periods by written mutual agreement at least 180 days before expiration. Either party may terminate the Agreement immediately upon written notice if: (a) the other party commits a material breach that remains uncured for 30 days after notice; (b) the other party becomes insolvent or enters bankruptcy proceedings; or (c) the other party loses a required license, accreditation, or Nasdaq listing required to perform its obligation that is not restored within 60 days.

 

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. These forward-looking statements include, but are not limited to, statements regarding the Company’s expectations regarding the potential benefits of the Agreement, the Company’s ability to achieve the milestone, and the potential expansion into additional verticals. Actual results may differ materially from those contemplated by these forward-looking statements due to, among other things, the risks and uncertainties set forth from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The Company undertakes no obligation to update or revise 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.

 

Exhibit No.   Description
10.1*#   Exclusive Distribution and Reseller Agreement, dated September 3, 2026, by and between KALA BIO, Inc. and Virotek Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
*Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type of information that the Company treats as private or confidential. The Company agrees to furnish an unredacted copy of the exhibit to the Securities and Exchange Commission upon request.
#Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission.

 

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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: September 10, 2026 By: /s/ Avi Minkowitz
    Avi Minkowitz
    Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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