KALA BIO, Inc. Reports Material Agreements and Equity Sales

TL;DR

KALA BIO just filed an 8-K: new deals, debt, and stock sales on Nov 9th.

AI Summary

KALA BIO, Inc. filed an 8-K on November 10, 2025, reporting on several key events that occurred on November 9, 2025. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The company, formerly known as Kala Pharmaceuticals, Inc., is based in Arlington, MA.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder base.

Risk Assessment

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

Key Players & Entities

• KALA BIO, Inc. (company) — Registrant
• Kala Pharmaceuticals, Inc. (company) — Former company name
• November 9, 2025 (date) — Date of earliest event reported
• November 10, 2025 (date) — Date of report
• Arlington, MA (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share KALA The Nasdaq
• $375,000 — e loan in the aggregate amount of up to $375,000 (the "Loan Principal") promptly followi
• $187,500 — Execution Date, with the funding of (i) $187,500 of the Loan Principal to take place no
• $125,000 — assets and permitted the Company to use $125,000 of cash it previously swept to fund the

Filing Documents

• kala-20251109x8k.htm (8-K) — 40KB
• 0001104659-25-108844.txt ( ) — 149KB
• kala-20251109.xsd (EX-101.SCH) — 3KB
• kala-20251109_lab.xml (EX-101.LAB) — 15KB
• kala-20251109_pre.xml (EX-101.PRE) — 9KB
• kala-20251109x8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 9, 2025 (the "Execution Date"), KALA Bio, Inc. (the "Company") entered into a Convertible Loan Agreement (the "Loan Agreement") with an individual investor (the "Lender"), pursuant to which the Lender agreed to provide the Company a convertible loan in the aggregate amount of up to $375,000 (the "Loan Principal") promptly following the Execution Date, with the funding of (i) $187,500 of the Loan Principal to take place no later than November 10, 2025 (the "First Closing"), and (ii) the remaining $187,500 of the Loan Principal to take place no later than November 12, 2025 (the "Second Closing", and together with the First Closing, the "Closings"), unless extended by mutual agreement of the Company and the Lender. The Loan Principal will bear simple interest at a rate equal to 15% per annum (the "Interest", and together with the Loan Principal, the "Loan Amount"), commencing on the date the Company receives the applicable portion of the Loan Principal and until full repayment thereof in accordance with the terms of the Loan Agreement. The applicable Interest is required to be paid by the Company on a monthly basis by no later than the 15th day of each calendar month starting in December 2025. The Loan Principal will become due and payable by the Company to the Lender on the first anniversary of receiving the Loan Principal (the "Maturity Date"). The Company may extend the Maturity Date for one year by providing written notice to the Lender up to two months prior to the Maturity Date, subject to specified conditions. The Company is also required to make certain prepayments to the Lender upon the occurrence of specified events.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Based in part upon the representations of the Lender in the Loan Agreement, the issuance of the loans under the Loan Agreement and the shares of Common Stock issuable on conversion of the Loan Amount (collectively, the "Securities") will be exempt from registration under Rule 903 of Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The sale of the Securities by the Company will not be registered under the Securities Act or any state securities laws and the Securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from the registration requirements. The sale of the Securities will not involve a public offering and will be made without general solicitation or general advertising. In the Loan Agreement, the Lender represented, among other things, that it is a "non-U.S. person" as defined under Regulation S, that it is not acquiring the Securities for the account or benefit of a U.S. Person and that it is acquiring the Securities for investment purposes only and not with a view to any immediate resale, distribution or other disposition of the Securities.

01. Other Events

Item 8.01. Other Events. As previously disclosed on October 19, 2025, pursuant to the terms of that certain Loan and Security Agreement, dated as of May 4, 2021 (as amended, the "Loan Agreement"), by and among the Company, Combangio, Inc. and Oxford Finance LLC ("Oxford"), as lender and collateral agent, Oxford informed the Company that it intended to foreclose on all of the Company's remaining assets and that Oxford would not consent to the Company's use of cash for any reason other than for minimal payroll and related expenses pending Oxford's foreclosure of the Company's assets. In addition, Oxford swept substantially all of the Company's cash resources from its bank accounts. On November 3, 2025, Oxford informed the Company that it intended to pause its foreclosure of the Company's assets and permitted the Company to use $125,000 of cash it previously swept to fund the negotiation and execution of the Loan Agreement and preliminary preparation work on the Quarterly Report. As described under Item 1.01 of this Current Report on Form 8-K, the Company is only permitted to use the proceeds of the Loan Agreement for the sole purposes of facilitating the negotiation and finalization of an additional investment transaction with the Lender and for preparing and filing its Quarterly Report. Subject to consummation of an additional financing transaction with Lender or another third-party, the Company plans to file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, continue to comply with its filing obligations under the Securities Exchange Act of 1934, as amended, and resume its exploration of strategic options, which may include a sale, license, merger or other monetization of remaining assets, the seeking of additional financing or, subject to the availability of additional funding, the resumption of research and development activities. There can be no assurance that such exploration of strategic options will result in the Company p

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: November 10, 2025 By: /s/ Mary Reumuth Mary Reumuth Chief Financial Officer and Corporate Secretary

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View this 8-K filing on SEC EDGAR