David E. Lazar details 5.18% Kala Bio (KALA) stake and board role

Rhea-AI Filing Summary

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.

Insights

Governance and activism analyst

Lazar’s 5.18% stake combines board influence with structured preferred equity.

The filing shows David E. Lazar beneficially owning 49,500,000 KALA BIO common shares through Series AA preferred stock, equal to approximately 5.18% of shares outstanding as of February 6, 2026. This position stems from a $1.8 million investment in 900,000 Series AA shares.

The securities purchase agreement granted Lazar a board seat, the Chief Executive Officer role, and the right to recommend up to eight director nominees for election at a stockholder meeting, together with a future right to participate in subsequent financings. These terms point to meaningful governance influence connected to his investment.

The Series AA Preferred Stock features full ratchet protection in subsequent offerings and became convertible after stockholders approved an increase in authorized common stock and the conversion terms. Lazar later resigned as Chief Executive Officer on February 2, 2026 but continues as a director, so his influence now centers on ownership and board participation rather than day-to-day management.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

KALA BIO, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

483119202

(CUSIP Number)

DAVID E. LAZAR
44, Tower 100, The Towers, Winston Churchill San Francisco
Paitilla Panama City, R1, 07196
646-768-8417

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 483119202

1

Name of reporting person

David E. Lazar

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

PORTUGAL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 49,500,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 49,500,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

49,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.18 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number of shares of the Issuer's common stock, $0.001 par value per share (the "Shares") reflected under "Sole Dispositive Power" consists of 49,500,000 Shares that the Reporting Person may acquire upon the conversion of the Issuer's Series AA Convertible Non-Redeemable Preferred Stock, as described further in Item 6 below.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value
(b)	Name of Issuer: KALA BIO, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1167 Massachusetts Avenue, Arlington, MASSACHUSETTS , 02476.
Item 2.	Identity and Background
(a)	This statement is filed by David Elliot Lazar (the "Reporting Person").
(b)	The principal business address of the Reporting Person is 44, Tower 100, The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196.
(c)	The Reporting Person is a private investor.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of Portugal and Israel.
Item 3.	Source and Amount of Funds or Other Consideration
	As described further in Item 6 below, on November 23, 2025, the Issuer entered into a securities purchase agreement (the "SPA") with the Reporting Person, pursuant to which the Reporting Person agreed to acquire from the Issuer (i) an aggregate of 900,000 shares of Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Stock") convertible into an aggregate of 49.5 million shares (the "Conversion Shares") of the Issuer's common stock for $1.8 million and (ii) an aggregate of 2,100,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Stock"). On December 11, 2025, the Reporting Person transferred his rights and obligations under the SPA solely with respect to the Series AAA Preferred Stock to a private investor.
Item 4.	Purpose of Transaction
	Pursuant to the SPA, as further described in Item 6, effective as of November 23, 2025, the Reporting Person was appointed as the Chief Executive Officer and a member of the Issuer's Board of Directors. In addition to the Reporting Person being appointed as a director and Chief Executive Officer of the Issuer, pursuant to the SPA, the Reporting Person will have the right to recommend to the Issuer up to eight (8) individuals to be nominated for election at the Issuer's upcoming stockholder meeting (the "Stockholder Meeting"), subject to stockholder approval and compliance with Nasdaq Listing Rule 5640. Upon his election to the Board, the Reporting Person will serve as the Chairman of the Board. The Reporting Person purchased the Shares pursuant to the SPA based on the Reporting Person's belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to further increase or decrease his position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, engaging in additional communications with management and the Issuer's Board of Directors, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Person's investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of his Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing his intention with respect to any and all matters referred to in Item 4. On February 2, 2026, the Reporting Person resigned as Chief Executive Officer of the Issuer, effective as of the same date. The Reporting Person remains a member of the Issuer's Board of Directors.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Shares beneficially owned by the Reporting Person is based upon 954,749,725 Shares outstanding as of February 6, 2026, based upon information provided by the Issuer. As of the close of business on February 6, 2026, the Reporting Person beneficially owned 49,500,000 Shares. Percentage: Approximately 5.18%
(b)	1. Sole power to vote or direct vote: 49,500,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 49,500,000 4. Shared power to dispose or direct the disposition: 0
(c)	The transactions in the Shares by the Reporting Person during the past sixty days are set forth in more detail in Item 6.
(d)	No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On November 23, 2025, the Issuer entered into the SPA with the Reporting Person, pursuant to which the Reporting Person agreed to acquire from the Issuer (i) an aggregate of 900,000 shares of Series AA Convertible Non-Redeemable Preferred Stock convertible into an aggregate of 49.5 million shares (the "Conversion Shares") of the Issuer's common stock for $1.8 million and (ii) an aggregate of 2,100,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Stock"). On December 11, 2025, the Reporting Person transferred his rights and obligations under the SPA solely with respect to the Series AAA Preferred Stock to a private investor. Simultaneous to entering into the SPA, the Reporting Person purchased 900,000 shares of Series AA Preferred Stock from the Issuer at a price of $2.00 per share for aggregate gross proceeds to the Issuer of $1.8 million. The Series AA Preferred Stock became convertible following the Stockholder Meeting, at which the Issuer's stockholders approved, among other things, a) an increase in the Issuer's authorized common stock to enable the Issuer to issue all of the Shares that are issuable upon the conversion of the Series AA Preferred Stock and b) the conversion of the Series AA Preferred Stock into Shares in accordance with the listing rules of The Nasdaq Stock Market, LLC (the "Stockholder Approval"). Following the Stockholder Approval, each share of Series AA Preferred Stock became convertible into 55 Shares per share of Series AA Preferred Stock, or an aggregate of 49.5 million Shares. The Series AA Preferred Stock has full ratchet protection in any subsequent offerings. Pursuant to the SPA, the Reporting Person has the right to assign and transfer the Series AA Preferred Stock and the Conversion Shares and/or his right to acquire such securities (collectively, the "Securities Purchase Rights"), or the option to sell the Securities Purchase Rights, subject to the Reporting Person and the transferee satisfying certain requirements under to the SPA. The SPA contains customary representations, warranties and agreements of the Issuer and the Reporting Person, limitations, and conditions regarding sales of the Issuer's common stock, indemnification rights and other obligations of the parties. Furthermore, the SPA contains certain covenants that the Issuer is obligated to comply with, such as holding a special meeting of stockholders for purposes of obtaining the Stockholder Approval and electing certain directors to the Issuer's board of directors. Furthermore, the Issuer and Reporting Person agree to be bound by certain covenants pursuant to the SPA, as more fully set forth therein. The Issuer also granted the Reporting Person a right to participate in subsequent financing transactions where the Issuer issues common stock or common stock equivalents for cash consideration, indebtedness or a combination thereof. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the SPA, which is filed as an exhibit to this Schedule 13D, and is incorporated by reference herein. Except as described in this Item 6, the Reporting Person does not have any other contracts, arrangements, understandings or relationships with respect to the Issuer's securities.
Item 7.	Material to be Filed as Exhibits.
	99.1 Securities Purchase Agreement, dated as of November 23, 2025, by and between the Issuer and David Lazar (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by KALA BIO, Inc. on November 25, 2025). https://www.sec.gov/Archives/edgar/data/1479419/000182912625009432/kalabio_ex10-1.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

David E. Lazar

Signature:	/s/ David E. Lazar
Name/Title:	David E. Lazar
Date:	02/06/2026

FAQ

What ownership stake in KALA (KALA BIO, Inc.) does David E. Lazar report?

David E. Lazar reports beneficial ownership of approximately 5.18% of KALA BIO’s common stock. This reflects 49,500,000 common shares underlying 900,000 shares of Series AA Convertible Non-Redeemable Preferred Stock, based on 954,749,725 common shares outstanding as of February 6, 2026.

How did David E. Lazar acquire his KALA BIO stake and at what price?

Lazar acquired his stake through purchasing 900,000 Series AA preferred shares for $1.8 million. He bought these shares at $2.00 per share under a securities purchase agreement, and they are convertible into an aggregate of 49.5 million KALA BIO common shares after stockholder approval.

What board and management roles does David E. Lazar hold at KALA BIO (KALA)?

Lazar was appointed Chief Executive Officer and director of KALA BIO effective November 23, 2025. He also gained the right to recommend up to eight director nominees and to serve as Chairman upon election. He resigned as Chief Executive Officer on February 2, 2026 but remains on the Board.

What are the key terms of the Series AA Preferred Stock held by Lazar in KALA BIO?

The Series AA Preferred Stock is convertible into 55 common shares per preferred share, totaling 49.5 million shares. Conversion followed stockholder approval of increased authorized common stock and the conversion terms, and the Series AA Preferred Stock includes full ratchet protection in subsequent offerings.

Did David E. Lazar invest in other preferred stock classes of KALA BIO (KALA)?

Lazar initially agreed to acquire both Series AA and Series AAA preferred stock. Under the securities purchase agreement, he later transferred his rights and obligations solely related to 2,100,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock to a private investor on December 11, 2025.

What future actions regarding KALA BIO shares does David E. Lazar contemplate?

Lazar may increase or decrease his KALA BIO position depending on market and company factors. Possible actions include additional purchases or sales of common shares, private transactions, hedging or derivative transactions, and further engagement with management, directors, stockholders, or third parties regarding strategic and governance matters.

How was the percentage of KALA BIO owned by David E. Lazar calculated?

The reported 5.18% ownership is based on 954,749,725 KALA BIO common shares outstanding. Using this share count as of February 6, 2026, Lazar’s 49,500,000 conversion shares from the Series AA Preferred Stock correspond to approximately 5.18% beneficial ownership of the company.