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Baker Bros. Advisors and affiliates report a 9.99% beneficial stake in KALA BIO, Inc. They disclose beneficial ownership of 2,890,055 shares of common stock, including 1,086,000 shares issuable upon conversion of 10,860 shares of Series G non-voting convertible preferred stock.
The ownership calculation uses 27,849,725 KALA common shares outstanding as of December 31, 2025, plus the Series G convertible shares. The filing notes a “Beneficial Ownership Limitation” that generally caps the group’s ownership at 9.99% of KALA’s outstanding common stock for conversion purposes.
The preferred stock series (E, F, G and H) are each convertible into common stock on a 1‑for‑100 basis without additional consideration, but only to the extent conversion does not breach the ownership cap. The funds may adjust this cap up to 19.99%, with any increase becoming effective on the 61st day after notice to KALA.
KALA BIO, Inc. files a resale registration covering up to 241,435,910 shares of common stock for existing stockholders. The shares include 238,335,910 shares from preferred stock conversions, 2,200,000 shares issued to LifeSci Capital LLC, and 900,000 settlement shares issued to Baker Brothers entities.
All shares may be sold from time to time by the selling stockholders, and KALA will not receive any proceeds from these sales, though it will pay registration expenses. As context, 911,330,225 shares of common stock were outstanding as of February 4, 2026. The filing also highlights Nasdaq notices that KALA is currently below market‑value and minimum bid‑price listing requirements, creating a risk of potential delisting if compliance is not regained.
KALA BIO director Brendan P. Purdy filed an initial ownership report stating he currently holds no company securities. The Form 3 identifies him as a director of KALA BIO, Inc. and confirms that no non-derivative or derivative securities are beneficially owned as of the reported event date.
The filing also notes that a power of attorney authorizes Avraham Minkowitz to sign and submit the report on Purdy’s behalf.
KALA BIO, Inc. director Hillel D. Posen filed an initial statement of beneficial ownership as a reporting person. The filing states that no securities of KALA BIO are beneficially owned. It also records that Posen granted a power of attorney authorizing Avraham Minkowitz to sign and file the report on his behalf.
KALA BIO, Inc. filed an initial ownership report (Form 3) for Avraham Minkowitz, who is both a director and the Chief Executive Officer. As of the event date of 01/30/2026, the filing states that no securities are beneficially owned, including no derivative securities positions.
KALA BIO director reports no stock ownership in initial filing
Director Colman Yonatan C. filed an initial ownership report with KALA BIO, Inc. stating that no securities are beneficially owned. The form also notes that a Power of Attorney authorizes Avraham Minkowitz to sign and submit the filing on the director’s behalf.
KALA BIO, Inc. director Chaim D. Berger filed an initial insider ownership report on Form 3. The filing states that, as of the event date of 01/30/2026, he beneficially owns no securities of KALA BIO. The form was signed and submitted by attorney-in-fact Avraham Minkowitz under a power of attorney attached as Exhibit 24.
David E. Lazar has filed a Schedule 13D reporting a 5.18% beneficial ownership stake in KALA BIO, Inc., tied to preferred stock that is convertible into 49,500,000 shares of common stock. This stake is based on 954,749,725 shares outstanding as of February 6, 2026.
Lazar acquired 900,000 shares of Series AA Convertible Non-Redeemable Preferred Stock for $1.8 million, which became convertible into 49.5 million common shares after stockholder approval at a special meeting. The Series AA Preferred Stock includes full ratchet protection in subsequent offerings and may be assigned or transferred subject to conditions in the securities purchase agreement.
Under that agreement, Lazar was appointed Chief Executive Officer and a director effective November 23, 2025, with the right to recommend up to eight director nominees for stockholder election and to serve as Chairman upon his election. On February 2, 2026, he resigned as Chief Executive Officer but remains on the Board of Directors.
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.