Kala Bio Announces Material Agreements & Equity Sales

TL;DR

Kala Bio terminated old deals, signed new ones, sold stock, and has new debt. Big changes happening.

AI Summary

Kala Bio, Inc. announced on November 20, 2025, the termination of a material definitive agreement and entered into a new material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. Additionally, there were changes in directors and officers, amendments to articles of incorporation, and the filing of financial statements and exhibits.

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 value.

Risk Assessment

Risk Level: medium — The filing details new financial obligations and equity sales, which can introduce financial risk and dilution for existing shareholders.

Key Players & Entities

• KALA BIO, Inc. (company) — Filer
• Kala Pharmaceuticals, Inc. (company) — Former Company Name
• November 20, 2025 (date) — Earliest event reported
• November 25, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share KALA The Nasdaq
• $125,000 — the Company to, among other things, use $125,000 of cash it previously swept to fund the
• $375,000 — ertible loan in the aggregate amount of $375,000. Pursuant to the terms of the Convertib
• $6.0 m — s for aggregate gross proceeds of up to $6.0 million, subject to the terms and conditi
• $2 — per Series AA Preferred Share equal to $2.00, for aggregate gross proceeds of $1.
• $1.8 million — $2.00, for aggregate gross proceeds of $1.8 million. The First Closing occurred on November
• $4.2 million — $2.00, for aggregate gross proceeds of $4.2 million (the "Second Closing Purchase Price").
• $1.0 million — ny. With respect to the Second Closing, $1.0 million of the Second Closing Purchase Price (t
• $2.0 million — the Company's (i) payment to Oxford of $2.0 million (the "Cash Settlement") and (ii) issuan
• $7,000,000 — shall be deemed to have been reduced by $7,000,000 and all interest payments and any final
• $1,000,000 — the Cash Settlement up to a maximum of $1,000,000. Upon receipt of each such payment by O
• $52,400 — yment, upon the Stockholder Meeting, of $52,400, $37,700, and $36,613, respectively, le
• $37,700 — on the Stockholder Meeting, of $52,400, $37,700, and $36,613, respectively, less all ap
• $36,613 — older Meeting, of $52,400, $37,700, and $36,613, respectively, less all applicable taxe

Filing Documents

• kalabio_8k.htm (8-K) — 79KB
• kalabio_ex3-1.htm (EX-3.1) — 75KB
• kalabio_ex4-1.htm (EX-4.1) — 4KB
• kalabio_ex10-1.htm (EX-10.1) — 262KB
• kalabio_ex10-2.htm (EX-10.2) — 53KB
• kalabio_ex10-3.htm (EX-10.3) — 61KB
• kalabio_ex10-4.htm (EX-10.4) — 23KB
• ex4-1_001.jpg (GRAPHIC) — 1205KB
• ex4-1_002.jpg (GRAPHIC) — 398KB
• 0001829126-25-009432.txt ( ) — 2959KB
• kala-20251120.xsd (EX-101.SCH) — 3KB
• kala-20251120_lab.xml (EX-101.LAB) — 33KB
• kala-20251120_pre.xml (EX-101.PRE) — 22KB
• kalabio_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 November 23, 2025 (the "SPA Effective Date"), the Company entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with the Investor, pursuant to which the Company agreed to issue and sell, in a private placement, shares (the "Series AA Preferred Shares") of Series AA Convertible Non-Redeemable Preferred stock, par value $0.001 per share, of the Company (the "Series AA Preferred Stock") and shares (the "Series AAA Preferred Shares", and together with the Series AA Preferred Shares, the "Placement Shares") of Series AAA Convertible Non-Redeemable Preferred Stock, par value $0.001 per share, of the Company (the "Series AAA Preferred Stock"), in two closings for aggregate gross proceeds of up to $6.0 million, subject to the terms and conditions set forth in the Securities Purchase Agreement (collectively, the "Private Placement"). Pursuant to the Securities Purchase Agreement, Company has agreed to issue and sell to the Investor at a first closing of the Private Placement to be held immediately following the execution of the Securities Purchase Agreement (the "First Closing"), 900,000 Series AA Preferred Shares, at a price per Series AA Preferred Share equal to $2.00, for aggregate gross proceeds of $1.8 million. The First Closing occurred on November 24, 2025, with the filing of the Series AA Certificate of Designations (as defined below) with the Secretary of State of the State of Delaware and satisfaction of the other customary closing conditions. Pursuant to the Securities Purchase Agreement, the Company has also agreed to issue and sell to the Investor at a second closing of the Private Placement (the "Second Closing"), 2,100,000 Series AAA Preferred Shares, at a price per Series AAA Preferred Share equal to $2.00, for aggregate gross proceeds of $4.2 million (the "Second Closing Purchase Price"). The Second Closing is expected to take place prom

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. The information contained in Item 1.01 of this Current Report on Form 8-K regarding the Oxford Loan Settlement Agreement is incorporated by reference into this Item 1.02. 4 Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K regarding the Oxford Loan Settlement Agreement is incorporated by reference into this Item 2.03.

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 AA Preferred Stock are incorporated by reference into this Item 3.02. Based in part upon the representations of the Investor in the Securities Purchase Agreement, the offering and sale of the Placement Shares will be exempt from registration under Rule 903 of Regulation S promulgated under the Securities Act. In addition, it is expected that the offer and sale of the Settlement Stock 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. Neither the sale of the Placement Shares by the Company in the Private Placement nor the sale of the Settlement Stock to Oxford will be registered under the Securities Act or any state securities laws and such shares may not be offered or sold in the United States absent registration with SEC or an applicable exemption from the registration requirements. The sale of such shares will not involve a public offering and will be made without general solicitation or general advertising. In the Securities Purchase Agreement, the Investor represented, among other things, that it is a "non-U.S. person" as defined under Regulation S, that it is not acquiring the Placement Shares for the account or benefit of a U.S. Person and that it is acquiring the Placement Shares for investment purposes only and not with a view to any immediate resale, distribution or other disposition of the Placement Shares. In addition, prior to the issuance of any Settlement Stock, it is expected that Oxford will represent 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 Settle

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. On November 24, 2025 (the "Filing Date"), the Company filed a Certificate of Designations, Preferences and Rights of Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Certificate of Designations") with the Secretary of State of the State of Delaware with respect to the Series AA Preferred Stock. The rights, preferences and privileges of the Series AA Preferred Stock are set forth in the Series AA Certificate of Designations. At any time after the Stockholder Approvals and filing of the Charter Amendment, each share of Series AA Preferred Stock is initially convertible into 55 shares of Common Stock (subject to adjustment as provided in the Series AA Certificate of Designations) at any time at the option of the holder. The Series AA Preferred Stock is not convertible into Common Stock at any time prior to receipt of the Stockholder Approvals and the filing of the Charter Amendment. The Series AA Preferred Stock shall rank: senior to all of the Common Stock; 6 sen

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