UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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One): |
☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended:
June 30, 2026
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended: _______________________ |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| KALA BIO, INC. |
| Full name of Registrant |
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| Former Name if Applicable |
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| 1167 Massachusetts Avenue |
| Address of Principal Executive Office (Street and Number) |
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| Arlington, MA 02476 |
| City, State and Zip Code |
PART II - RULES
12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail the reasons why
Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time
period.
KALA BIO, Inc. (the “Company”) will
not, without unreasonable effort and expense, be able to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the
“Form 10-Q”) within the prescribed time period because the Company requires additional time to complete its analysis and
disclosure regarding its liquidity and capital resources. The Company anticipates that it will file the Form 10-Q no later than the fifth
calendar day following the prescribed filing date.
PART IV -
OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification |
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Avi Minkowitz |
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(347) 818-1261 |
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(Name) |
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(Area Code) (Telephone Number) |
| (2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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| (3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No |
If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results
cannot be made.
Special
Note Regarding Forward-Looking Statements. The statements included in or incorporated into this Form 12b-25 regarding our financial
performance and results of operations, in each case as expected to be reported, expected filing date of the Form 10-Q, and the completion
of matters necessary to permit filing by the extension deadline, and other statements that are not historical facts are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance
they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those indicated. Factors that could cause actual results to differ materially from expected results include: (i)
unanticipated factors that may delay the Company’s completion of its Form 10-Q; (ii) the preliminary nature of the financial results
contained in this Form 12b-25 and the possibility that such results could materially change as they are finalized and audited; and (iii)
other factors described under Risk Factors in our most recent Form 10-K and other filings with the U.S. Securities and Exchange Commission.
Unless required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as
a result of new information, future events or otherwise.
KALA
BIO, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: |
August 14, 2026 |
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By: |
/s/ Avi Minkowitz |
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Name: |
Avi Minkowitz |
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Title: |
Chief Executive Officer |
