KALA BIO, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

KALA BIO filed an 8-K detailing a material agreement and equity sales.

AI Summary

KALA BIO, Inc. announced on March 25, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including a material definitive agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Numbers

• 001-38150 — SEC File Number (Company's SEC filing identifier)
• 27-0604595 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• KALA BIO, Inc. (company) — Filer
• 0001558370-24-003889 (accession_number) — Filing identifier
• March 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 1167 Massachusetts Avenue (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share KALA The Nasdaq
• $8.6 million — gregate gross proceeds of approximately $8.6 million (the "Private Placement"). Pursuant t
• $788.90 — at a price per Preferred Share equal to $788.90 (the "Preferred Stock Price"). The Clos
• $1,000,000 — tedness for borrowed money in excess of $1,000,000, in the aggregate, outside the ordinary

Filing Documents

• kala-20240325x8k.htm (8-K) — 49KB
• kala-20240325xex3d1.htm (EX-3.1) — 55KB
• kala-20240325xex4d1.htm (EX-4.1) — 4KB
• kala-20240325xex10d1.htm (EX-10.1) — 215KB
• kala-20240325xex4d1g001.jpg (GRAPHIC) — 200KB
• kala-20240325xex4d1g002.jpg (GRAPHIC) — 101KB
• 0001558370-24-003889.txt ( ) — 918KB
• kala-20240325.xsd (EX-101.SCH) — 3KB
• kala-20240325_lab.xml (EX-101.LAB) — 16KB
• kala-20240325_pre.xml (EX-101.PRE) — 10KB
• kala-20240325x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 25, 2024, KALA BIO, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain institutional investors named therein (the "Purchasers"), pursuant to which the Company agreed to issue and sell, in a private placement priced at-the-market under Nasdaq rules, shares (the "Preferred Shares") of Series G Convertible Non-Redeemable Preferred Stock, par value $0.001 per share, of the Company (the "Series G Preferred Stock"), for aggregate gross proceeds of approximately $8.6 million (the "Private Placement"). Pursuant to the Securities Purchase Agreement, the Company has agreed to issue and sell to the Purchasers at the closing of the Private Placement (the "Closing"), 10,901 Preferred Shares, at a price per Preferred Share equal to $788.90 (the "Preferred Stock Price"). The Closing is expected to take place on or about March 26, 2024, subject to the satisfaction of customary closing conditions. Pursuant to the Securities Purchase Agreement, the Company has agreed that it will not without the prior approval of the requisite Purchasers (i) issue or authorize the issuance of any equity security that is senior or pari passu to the Series G Preferred Stock with respect to liquidation preference as provided in the Certificate of Designations (as defined below in Item 5.03), (ii) incur any additional indebtedness for borrowed money in excess of $1,000,000, in the aggregate, outside the ordinary course of business, subject to specified exceptions, including the refinancing of its existing indebtedness or (iii) pay or declare any dividend or make any distribution on, any shares of capital stock of the Company, subject to specified exceptions. The Company has also agreed pursuant to the Securities Purchase Agreement to register for resale the shares of common stock ("Common Stock"), par value $0.001 per share, of the Company

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K and the information contained in Item 5.03 of this Current Report on Form 8-K regarding the terms of conversion of Series G Preferred Stock are incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the offering and sale of the Preferred Shares will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), Rule 506 of Regulation D promulgated under the Securities Act, and corresponding provisions of state securities or "blue sky" laws. The sales of the Preferred Shares by the Company in the Private Placement will not be registered under the Securities Act or any state securities laws and the Preferred Shares may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. The sale of the Preferred Shares will not involve a public offering and will be made without general solicitation or general advertising. In the Securities Purchase Agreement, each Purchaser represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that it is acquiring the Preferred Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Preferred Shares in violation of the United States federal securities laws.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Certification of Designations On March 25, 2024 (the "Filing Date"), the Company filed a Certificate of Designations, Preferences and Rights of Series G Convertible Non-Redeemable Preferred Stock (the "Certificate of Designations") with the Secretary of State of the State of Delaware with respect to the Series G Preferred Stock. The rights, preferences and privileges of the Series G Preferred Stock are set forth in the Certificate of Designations. Each share of Series G Preferred Stock is initially convertible into 100 shares of Common Stock (subject to adjustment as provided in the Certificate of Designations) at any time at the option of the holder, provided that the holder will be prohibited, subject to certain exceptions, from converting its Series G Preferred Stock for shares of Common Stock to the extent that immediately prior to or following such conversion, the holder, together with its affiliates and other attribution parties, would own in excess of 9.99% of the total number of shares of Common Stock of the Company then issued and outstanding after giving effect to such conversion, which percentage may be changed at the holder's election to a lower percentage at any time or to a higher percentage not to exceed 19.99% upon 61 days' notice to the Company (collectively, the "Beneficial Ownership Limitation"). The Series G Preferred Stock shall rank: senior to all of the Common Stock; senior to any class or series of capital stock of the Company created after the Filing Date specifically ranking by its terms junior to the Series G Preferred Stock ("Junior Securities"); on parity with the Series E Convertible Non-Redeemable Preferred Stock, par value $0.001 per share, of the Company, the Series F Convertible Non-Redeemable Preferred Stock, par value $0.001 per share, of the Company, and any other class or series of capital stock of the Company created after the Filing D

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designations, Preferences and Rights of Series G Convertible Non-Redeemable Preferred Stock of KALA BIO, Inc. 4.1 Form of Series G Preferred Stock Certificate 10.1 Securities Purchase Agreement, dated March 25, 2024, by and among KALA BIO, Inc. and the purchasers party thereto 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: March 26, 2024 By: /s/ Eric L. Trachtenberg Name: Eric L. Trachtenberg Title: Chief Legal Officer, Chief Compliance Officer & Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR