KALA BIO, Inc. Files 8-K for Material Agreement

TL;DR

KALA BIO filed an 8-K on Dec 5th for a material definitive agreement. Details TBD.

AI Summary

KALA BIO, Inc. filed an 8-K on December 5, 2025, reporting on events that occurred on December 4, 2025. The filing indicates the entry into a material definitive agreement, other events, and financial statements/exhibits. Specific details regarding the agreement or financial status were not elaborated in the provided text.

Why It Matters

This 8-K filing signals a significant development for KALA BIO, Inc., potentially involving a new partnership, acquisition, or financing that could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant opportunities or risks for the company, but the lack of specific details in the provided text necessitates a medium risk assessment.

Key Players & Entities

• KALA BIO, Inc. (company) — Registrant
• December 4, 2025 (date) — Date of earliest event reported
• December 5, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of Incorporation
• 001-38150 (identifier) — Commission File Number
• 27-0604595 (identifier) — IRS Employer Identification No.
• 1167 Massachusetts Avenue (address) — Principal Executive Offices
• Arlington, MA 02476 (address) — Principal Executive Offices
• (781) 996-5252 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share KALA The Nasdaq
• $1.00 — rrant Shares "), at a purchase price of $1.00 per Share (less $0.0001 per Pre-Funded
• $0.0001 — purchase price of $1.00 per Share (less $0.0001 per Pre-Funded Warrant). The gross proc
• $10 million — s to the Company from the Offering were $10 million before deducting placement agent fees a
• $0 — an initial exercise price per share of $0.0001, subject to certain adjustments. T
• $50,000 — ross proceeds received in the Offering, $50,000 for fees and expenses of its legal coun
• $15,950 — l and other out-of-pocket expenses, and $15,950 for clearing expenses. The foregoing d

Filing Documents

• kalabio_8k.htm (8-K) — 35KB
• kalabio_ex4-1.htm (EX-4.1) — 87KB
• kalabio_ex5-1.htm (EX-5.1) — 19KB
• kalabio_ex10-1.htm (EX-10.1) — 214KB
• kalabio_ex99-1.htm (EX-99.1) — 11KB
• kalabio_ex99-2.htm (EX-99.2) — 9KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex5-1_002.jpg (GRAPHIC) — 2KB
• 0001829126-25-009747.txt ( ) — 629KB
• kala-20251204.xsd (EX-101.SCH) — 3KB
• kala-20251204_lab.xml (EX-101.LAB) — 33KB
• kala-20251204_pre.xml (EX-101.PRE) — 22KB
• kalabio_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 4, 2025, KALA BIO, Inc. (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with a certain institutional investor (the " Investor "), pursuant to which the Company agreed to issue and sell in a registered direct offering (the "Offering") (i) 900,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock") and (ii) pre-funded warrants (the " Pre-Funded Warrants ") to purchase up to an aggregate of 9,100,000 shares of Common Stock (the " Pre-Funded Warrant Shares "), at a purchase price of $1.00 per Share (less $0.0001 per Pre-Funded Warrant). The gross proceeds to the Company from the Offering were $10 million before deducting placement agent fees and other offering expenses payable by the Company. The Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-270263) which was filed with the Securities and Exchange Commission (the " SEC ") on March 3, 2023, as amended, and declared effective by the SEC on May 11, 2023, and related base prospectus and a prospectus supplement dated December 4, 2025, thereunder. The Pre-Funded Warrants have an initial exercise price per share of $0.0001, subject to certain adjustments. The Pre-Funded Warrants may be exercised at any time until exercised in full, except that a holder (together with its affiliates) will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise would cause the aggregate number of shares of the Company's Common Stock beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or, upon election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately prior to or after giving effect to the exercise, subject to such holder's rights under the Pre-Funded

01

Item 8.01 Other Events. On December 4, 2025, the Company issued a press release announcing the pricing of the Offering. On December 5, 2025, the Company issued a press release announcing the closing of the Offering. The full text of the press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, and are incorporated by reference herein. 1

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant issued on December 5, 2025 5.1 Opinion of Haynes and Boone, LLP 10.1 Securities Purchase Agreement, dated December 4, 2025, by and among KALA BIO, Inc. and the investor named therein 23.1 Consent of Haynes and Boone, LLP (contained in Exhibit 5.1) 99.1 Press Release, dated December 4, 2025 99.2 Press Release, dated December 5, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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 5, 2025 By: /s/ David Lazar David Lazar Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR