Kala Bio Files 8-K: Material Agreement, Equity Sales, Bylaw Changes

TL;DR

KALA filed an 8-K: new deal, sold stock, changed bylaws. Watch closely.

AI Summary

Kala Bio, Inc. filed an 8-K on December 30, 2024, reporting events as of December 29, 2024. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. Specific details regarding the nature of these agreements, the equity sold, and the amendments are not fully elaborated in the provided text.

Why It Matters

This 8-K filing signals significant corporate actions by Kala Bio, including potential new financing or partnerships, changes to its corporate structure, and the issuance of new shares, which could impact its stock and future operations.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and unregistered equity sales, which can introduce financial and operational risks if not managed properly.

Key Numbers

• 20241229 — Earliest Event Date (Date of the earliest event reported in the 8-K.)
• 20241230 — Filing Date (Date the 8-K was filed with the SEC.)

Key Players & Entities

• KALA BIO, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• 1167 Massachusetts Avenue (address) — Business and Mail Address
• Arlington, MA (location) — City, State

FAQ

Key Financial Figures

• $0.001 — e on which registered Common Stock, $0.001 par value per share KALA The Nasdaq C
• $10.75 million — gregate gross proceeds of approximately $10.75 million (collectively, the "Private Placement")
• $6.44 — s, at a price per Common Share equal to $6.44 and (ii) 3,286 Preferred Shares, at a p
• $644.00 — at a price per Preferred Share equal to $644.00 (the "Preferred Stock Price"). The Clos

Filing Documents

• tm2432193d1_8k.htm (8-K) — 49KB
• tm2432193d1_ex3-1.htm (EX-3.1) — 47KB
• tm2432193d1_ex4-1.htm (EX-4.1) — 4KB
• tm2432193d1_ex10-1.htm (EX-10.1) — 181KB
• tm2432193d1_ex10-2.htm (EX-10.2) — 97KB
• tm2432193d1_ex99-1.htm (EX-99.1) — 11KB
• tm2432193d1_ex4-1img001.jpg (GRAPHIC) — 381KB
• tm2432193d1_ex4-1img002.jpg (GRAPHIC) — 93KB
• tm2432193d1_ex99-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-24-132308.txt ( ) — 1319KB
• kala-20241229.xsd (EX-101.SCH) — 3KB
• kala-20241229_lab.xml (EX-101.LAB) — 33KB
• kala-20241229_pre.xml (EX-101.PRE) — 22KB
• tm2432193d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On December 29, 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, shares (the "Common Shares") of common stock, par value $0.001 per share, of the Company (the "Common Stock") and shares (the "Preferred Shares", and together with the Common Shares, the "Placement Shares") of Series I Convertible Non-Redeemable Preferred Stock, par value $0.001 per share, of the Company (the "Series I Preferred Stock"), for aggregate gross proceeds of approximately $10.75 million (collectively, 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"), (i) 1,340,603 Common Shares, at a price per Common Share equal to $6.44 and (ii) 3,286 Preferred Shares, at a price per Preferred Share equal to $644.00 (the "Preferred Stock Price"). The Closing is expected to take place on or about December 31, 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 issue or authorize the issuance of any equity security that is senior or pari passu to the Series I Preferred Stock with respect to liquidation preference as provided in the Certificate of Designations (as defined below in Item 5.03 of this Current Report on Form 8-K). The Company has also agreed pursuant to the Securities Purchase Agreement to register for resale the Common Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares (the "Conversion Shares") issuable to certain Purchasers (the "Existing Purchasers"), upon dema

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 I 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 Placement Shares will be exempt from registration under Section 4(a)(2) of 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 Placement Shares by the Company in the Private Placement will not be registered under the Securities Act or any state securities laws and the Placement Shares may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the Placement 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 Placement Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Placement Shares in violation of the United States federal securities laws.

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Certification of Designations On December 30, 2024 (the "Filing Date"), the Company filed a Certificate of Designations, Preferences and Rights of Series I Convertible Non-Redeemable Preferred Stock (the "Certificate of Designations") with the Secretary of State of the State of Delaware with respect to the Series I Preferred Stock. The rights, preferences and privileges of the Series I Preferred Stock are set forth in the Certificate of Designations. Each share of Series I 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 I 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 The Series I 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 I 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, the Series G Convertible Non-Redeemable Preferred Stock, par value $0.001 per share

01. Other Events

Item 8.01. Other Events. Press Release On December 30, 2024, the Company issued a press release announcing the Private Placement. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. Cash Runway The Company believes that, upon the consummation of the Closing, its cash and cash equivalents, including the proceeds of the Private Placement, will enable it to fund its operations, lease and debt service obligations and capital expenditure requirements into the first quarter of 2026. The Company has based this estimate on assumptions that may prove to be wrong, and it could use its capital resources sooner than it currently expects. Common Stock Outstanding Upon the Closing of the Private Placement, the Company expects to have 6,091,182 shares of Common Stock outstanding, based on the 4,750,579 shares of Common Stock outstanding as of December 27, 2024 and after giving effect to the 1,340,603 shares of Common Stock to be issued and sold in the Private Placement. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. Any statements in this Current Report on Form 8-K about the Company's future expectations, plans and prospects, including but not limited to statements about its expectations with respect to the expected closing of the Private Placement, the expected filing of a registration containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "likely," "will," "would," "could," "should," "continue," and similar expressions constitute forward-looking stateme

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 I Convertible Non-Redeemable Preferred Stock of KALA BIO, Inc. 4.1 Form of Series I Preferred Stock Certificate 10.1 Securities Purchase Agreement, dated December 29, 2024, by and among KALA BIO, Inc. and the purchasers party thereto 10.2 Registration Rights Agreement, dated December 29, 2024, by and among KALA BIO, Inc. and the parties thereto 99.1 Press Release of KALA BIO, Inc. dated December 30, 2024 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: December 30, 2024 By: /s/ Mary Reumuth Mary Reumuth Chief Financial Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR