Kala Pharmaceuticals Inc 8-K Filings

KALA BIO, Inc. reports that on July 22, 2026 it filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, relating to an offering of securities under its effective Registration Statement on Form S-3 (File No. 333-295667).

The company is providing a legal opinion on the validity of the securities being offered, furnished as Exhibit 5.1 from Haynes and Boone, LLP, together with a related consent in Exhibit 23.1 and an Inline XBRL cover page data file.

KALA BIO, Inc. approved and is implementing a 1-for-50 reverse stock split of its common stock, effective at 4:05 p.m. on May 8, 2026. Every fifty existing shares will be combined into one share, with no change to the $0.001 par value.

The reverse split will reduce the number of shares of common stock outstanding from 929,491,578 to approximately 18,589,832, while authorized common shares remain at 1,500,000,000. Fractional shares will not be issued; instead, affected stockholders will receive cash based on the May 7, 2026 Nasdaq closing price. Kala’s common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market under the symbol KALA on May 11, 2026, with a new CUSIP of 483119301. Equity awards, warrants, other convertible securities, and plan reserves will be adjusted proportionately.

KALA BIO entered a Platform Development and Exclusive License Agreement with Younet AI, securing a worldwide exclusive license to the Researgency biomedical AI research platform for an initial 12‑month term, with options for successive one‑year renewals. KALA will pay up to $530,000 in cash during the initial term and issue 5,000,000 shares of common stock to Younet, with each renewal triggering an additional $250,000 in cash and 5,000,000 shares. Younet agreed not to sell more than 3% of daily trading volume in its shares on any trading day, except for certain block trades. KALA also obtained an irrevocable option to acquire all of Younet’s equity or substantially all of its assets for $55,000,000. The company plans to use Researgency first on its own datasets, then to build an on‑premises AI infrastructure platform offered to biotech and pharmaceutical clients on a subscription basis.

KALA BIO, Inc. reported that on February 16, 2026, director David Lazar resigned from the company’s Board of Directors, effective the same day. The company stated that Mr. Lazar’s resignation was not related to any disagreement with KALA BIO regarding its operations, policies, or practices. The filing is a governance update and does not describe any accompanying strategic or financial changes.

KALA BIO, Inc. reported a leadership change effective February 2, 2026. David Lazar resigned as both Chief Executive Officer and Chief Financial Officer on that date but remains a member of the board of directors.

To fill these roles, the board appointed existing director Avi Minkowitz as the new Chief Executive Officer and Chief Financial Officer, effective the same day. The company highlights his background in investment, mergers and acquisitions, real estate, and management consulting, as well as prior board and entrepreneurial experience. The filing notes there are no disclosable family relationships or related-party transactions involving Mr. Minkowitz under the cited SEC regulations.

KALA BIO, INC. closed the second part of a private preferred stock financing and reshaped its governance structure. The company sold 2,100,000 shares of Series AAA preferred stock at $2.00 per share for gross proceeds of $4.2 million, with each share convertible into 420 common shares, or 882,000,000 common shares in total. This follows a prior sale of 900,000 Series AA preferred shares for $1.8 million, convertible into 49,500,000 common shares. Stockholders approved issuing common shares upon conversion of both series, authorized increasing common stock to 1,500,000,000 shares, and approved a potential reverse split at a ratio between 1‑for‑2 and 1‑for‑100. Six incumbent directors resigned tied to these approvals, and five nominees associated with AK Holdings were appointed to the board, resulting in a significant change in board composition and control.

KALA BIO, Inc. reported that it received a notice from Nasdaq that its common stock no longer meets the minimum bid price requirement of $1.00 per share. The deficiency is based on the closing bid price for the 30 consecutive business days from December 3, 2025 to January 16, 2026.

The company has a 180-day compliance period, until July 20, 2026, for its stock to close at or above $1.00 for at least ten consecutive business days to regain compliance. If it satisfies other Nasdaq initial listing standards, it may qualify for an additional 180-day period, potentially using a reverse stock split to cure the deficiency.

The notice does not immediately affect the listing or trading of KALA’s common stock, but failure to regain compliance could lead to delisting, subject to potential appeal.

KALA BIO, Inc. entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC that allows the company to sell up to $15,000,000 of its common stock under an existing shelf registration statement on Form S-3. Sales, if any, will be made from time to time through or to H.C. Wainwright as sales agent or principal, generally at the prevailing market price of the stock on the Nasdaq Capital Market.

The company controls key parameters for each sale, including the number of shares, timing, daily limits, and minimum acceptable price, and has no obligation to sell any shares. H.C. Wainwright will earn a commission of 3.0% of the gross sales price on shares it sells, and the company will reimburse specified legal and due diligence expenses. Either party can suspend offers under the agreement, and there is no assurance that any shares will ultimately be sold.

KALA BIO dismissed Deloitte & Touche LLP as its independent registered public accounting firm effective December 15, 2025. Deloitte had audited the company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2023.

The company states that Deloitte’s prior audit reports did not include adverse or disclaimed opinions and were not qualified or modified for uncertainty, scope, or principles. KALA BIO reports no disagreements with Deloitte and no reportable events during those periods and through December 15, 2025. The company has not yet appointed a new independent auditor.

KALA BIO has scheduled its next annual meeting of stockholders for January 30, 2026, and set December 27, 2025 as the deadline for shareholder proposals and director nominations under its bylaws and SEC Rule 14a-8.

The company reiterates financing arrangements with CEO David Lazar, including a $375,000 convertible loan and a private placement of preferred stock for aggregate gross proceeds of up to $6.0 million, of which $1.8 million has been received from the sale of 900,000 Series AA preferred shares at $2.00 per share.

Lazar has contracted to sell his rights and obligations to purchase the Series AAA preferred shares, and related purchase agreement rights, to unaffiliated investor AK Holdings Group Inc., while retaining his Series AA preferred shares and the convertible loan. A principal of AK Holdings has been engaged as a consultant to help the company identify and consummate a strategic alternative transaction, which, along with the potential Series AAA closing and related stockholder approvals, is subject to the uncertainties highlighted in the company’s forward-looking statements.

KALA BIO, Inc. reports that lender Oxford Finance previously declared an event of default under its loan, swept substantially all company cash and prompted termination of nearly all employees before later pausing foreclosure. To stabilize its position, KALA entered a Convertible Loan Agreement for $375,000 and a Securities Purchase Agreement with investor David Lazar for a private placement of up to $6.0 million of Series AA and Series AAA preferred stock in two closings. The first closing delivered $1.8 million from 900,000 Series AA shares at $2.00 per share.

The second closing for 2,100,000 Series AAA shares at $2.00 per share, or $4.2 million, depends on stockholder approval of an increase in authorized common shares and conversion terms, and related charter changes. A linked settlement with Oxford provides for a $2.0 million cash payment and issuance of 1,620,000 common shares; upon an initial $1.0 million payment and share delivery, $7,000,000 of loan principal and related interest obligations are deemed reduced or waived. David Lazar becomes chief executive officer, principal financial officer and board chair, while the prior CFO is terminated and one director resigns.

KALA BIO reported it received a Nasdaq deficiency notice for failing to meet the Nasdaq Capital Market’s market value of listed securities requirement. The company’s market value was below $35 million for 30 consecutive business days, triggering noncompliance with Listing Rule 5550(b)(2).

Nasdaq granted a 180‑day cure period until May 11, 2026. Compliance is regained if the market value closes at $35 million or more for at least 10 consecutive business days before the deadline. The filing also notes KALA BIO does not meet the alternative continued listing standards of stockholders’ equity of at least $2.5 million or net income from continuing operations of at least $500,000 in the relevant periods.

If compliance is not restored by the deadline, the company may receive a delisting notice and could appeal to a Nasdaq Listing Qualifications Panel. KALA BIO plans to monitor its market value and may consider options to regain compliance.

KALA Bio entered a Convertible Loan Agreement with an individual investor for up to $375,000, split into two fundings of $187,500 each targeted for November 10 and November 12, 2025. The loan carries 15% simple annual interest, payable monthly starting in December 2025, and matures one year after funding, with a potential one-year extension under specified conditions.

The lender may convert outstanding amounts into common stock at prices set in the agreement, and, ahead of an M&A transaction or underwritten public offering, may elect to convert into the most senior class of shares or require cash repayment. KALA can prepay anytime with three business days’ notice, during which the lender may choose to convert.

Proceeds are limited to negotiating a further investment with the lender and preparing the Form 10‑Q for the quarter ended September 30, 2025; KALA agreed to exclusivity through November 17, 2025. Oxford Finance previously swept substantially all cash and signaled foreclosure, then paused and allowed $125,000 to fund this process; foreclosure may resume absent additional financing.

KALA BIO, Inc. filed an amended report to update details on previously announced cost-cutting measures and leadership retention plans. The board had decided on September 28, 2025 to cease development of KPI-012 and its mesenchymal stem cell secretome platform and to reduce the workforce by approximately 19 employees, representing about 51% of staff.

The company now expects to incur about $0.4 million in costs related to the workforce reduction, mainly for severance and employee benefits, largely in the fourth quarter of 2025. On October 2, 2025, KALA BIO also entered into retention agreements with its President and CEO, CFO, and Head of R&D/CMO, providing retention payments of $183,750, $136,250, and $145,000, respectively, which must be repaid if they leave voluntarily or are terminated for cause before December 31, 2025.

KALA BIO, Inc. reported that its lender, Oxford Finance LLC, has delivered a written notice declaring an event of default under the companies’ Loan and Security Agreement. The notice states that the event of default is based on a contractual “Material Adverse Change” provision and alleges that additional defaults may exist.

As a result, Oxford has declared all obligations under the loan immediately due and payable and has started charging interest at the contractual default rate. The company reports that obligations accelerated and declared payable under the loan total $29.1 million, plus additional interest at the default rate and any expenses owed under the agreement.

KALA BIO, Inc. reported that its CHASE Phase 2b clinical trial of KPI-012 for treating persistent corneal epithelial defect did not meet its primary endpoint of complete healing and also failed to show statistically significant benefits on key secondary measures, with no meaningful difference versus placebo. Based on these results, the company plans to cease development of KPI-012 and its mesenchymal stem cell secretome platform. To preserve cash while it evaluates strategic options, KALA’s board approved a workforce reduction of approximately 19 employees, or about 51%, expected to be substantially completed in the fourth quarter of 2025. The company has not yet determined the related accounting charges and plans to amend this report after it estimates them. KALA also plans to discuss its situation with its secured lender as part of its strategic review.

KALA BIO, Inc. has scheduled its 2025 annual meeting of stockholders for December 11, 2025. The company will provide the exact time, location and items to be voted on in its upcoming proxy statement for the meeting.

Stockholders who want to submit proposals for inclusion in the proxy materials under Rule 14a-8 must ensure the Company’s Secretary receives them at the Arlington, Massachusetts headquarters by October 1, 2025. Separately, stockholders who wish to nominate directors or bring other business at the meeting under the company’s Third Amended and Restated By-Laws must deliver notice by September 28, 2025, which is the tenth day after the public announcement of the meeting date.

KALA BIO, Inc. appointed Todd Bazemore as Chief Executive Officer, effective immediately, while he continues as President and leaves the Chief Operating Officer role. He was also elected as a Class II director, serving until the 2025 annual stockholders’ meeting or earlier departure.

The company amended his offer letter to set an annual base salary of $655,000 and a target annual bonus equal to 60% of base salary. Following a qualifying termination within 24 months after a change of control, he may receive 24 months of salary, certain bonus amounts, 24 months of COBRA premiums, and outplacement services. He also received an option to purchase 180,000 shares of common stock at the Effective Date’s closing price, vesting monthly over four years, subject to continued service.

KALA BIO announced that it has released its quarterly results for the period ending June 30, 2025 and provided a general business and corporate update. The company has furnished a press release as Exhibit 99.1 to this Form 8-K so investors can read the full update. The filing notes that the information is being furnished (not "filed") under the Exchange Act and therefore is for disclosure rather than subject to certain filing liabilities.

KALA Bio (Nasdaq: KALA) has finished enrolling all 79 patients in its CHASE Phase 2b trial of KPI-012, a human mesenchymal stem-cell secretome therapy for persistent corneal epithelial defect (PCED). The multicenter, randomized, double-masked study is comparing two doses (3 U/mL and 1 U/mL) of KPI-012 to vehicle, dosed topically four times daily for 56 days across 37 sites in the United States and Latin America.

Key trial design highlights

• Primary endpoint: complete healing of PCED assessed via fluorescein staining reviewed by a masked central reading center.
• Next catalyst: topline safety and efficacy data expected in Q3 2025.
• Regulatory pathway: management believes positive results could allow CHASE to serve as the first of two pivotal trials supporting a Biologics License Application (BLA) with the U.S. FDA.

The 8-K filing contains forward-looking statements outlining typical clinical, regulatory and market risks but provides no financial metrics or changes to guidance.

Investment view: Completion of enrollment de-risks timeline execution and sets a near-term data read-out, yet clinical success and regulatory approval remain the primary value-drivers.