KALA BIO Seeks Shareholder Nod for Massive Stock Increase, Reverse Split

TL;DR

**KALA is making aggressive moves to fix its capital structure with a massive share increase and reverse split, signaling potential dilution but also a fight for Nasdaq compliance.**

AI Summary

KALA BIO, Inc. is holding its 2025 Annual Meeting of Stockholders on January 30, 2026, virtually, to address several critical proposals impacting its corporate structure and financial future. Stockholders will vote on the election of three Class II directors: David Lazar, Mark Iwicki, and Todd Bazemore, each for a three-year term. A non-binding advisory vote on executive compensation is also on the agenda, alongside the ratification of HTL International, LLC as the independent registered public accounting firm for fiscal year 2025. Crucially, the company seeks approval for the issuance of common stock upon conversion of Series AA and Series AAA Convertible Preferred Stock, in compliance with Nasdaq Listing Rules 5635(b) and 5635(d). Furthermore, KALA BIO proposes an amendment to its Restated Certificate of Incorporation to increase authorized common stock to 1,500,000,000 shares and to effect a reverse stock split at a ratio between 1-for-2 and 1-for-100. These proposals, particularly the capital structure changes, are significant for the company's operational flexibility and potential Nasdaq listing compliance.

Why It Matters

These proposals are pivotal for KALA BIO's future, directly impacting its capital structure and potentially its stock price and Nasdaq listing compliance. The proposed increase in authorized shares to 1,500,000,000 and a reverse stock split (1-for-2 to 1-for-100) could signal a need for greater financial flexibility, potentially for future capital raises or to meet listing requirements. For investors, this could mean significant dilution if new shares are issued, or a higher per-share price post-split, though not necessarily an increase in market capitalization. Employees and customers might see this as a move to stabilize the company, while the broader market will watch how KALA BIO navigates these changes in a competitive biotech landscape.

Risk Assessment

Risk Level: high — The proposal to increase authorized common stock to 1,500,000,000 shares and to effect a reverse stock split at a ratio of 1-for-2 to 1-for-100 introduces significant risk. A large increase in authorized shares often precedes substantial dilution through future equity offerings, while a reverse stock split, though potentially necessary for Nasdaq compliance, can sometimes be viewed negatively by the market and may not guarantee sustained price improvement.

Analyst Insight

Investors should carefully evaluate the potential for dilution from the proposed increase in authorized shares and the implications of a reverse stock split on KALA's stock price and market perception. Consider voting against proposals 5 and 6 if you are concerned about immediate dilution or if you believe the company's underlying fundamentals do not support such capital structure changes.

Key Numbers

• 1,500,000,000 — Proposed Authorized Common Stock (Significant increase from current authorized shares, indicating potential for future dilution.)
• 1-for-2 — Minimum Reverse Stock Split Ratio (Part of a range (1-for-2 to 1-for-100) to be determined by the board, aimed at increasing per-share price.)
• 1-for-100 — Maximum Reverse Stock Split Ratio (Part of a range (1-for-2 to 1-for-100) to be determined by the board, aimed at increasing per-share price.)
• 23,249,725 — Shares of Common Stock Outstanding (As of the record date, December 30, 2025, entitled to vote at the annual meeting.)
• 2025-12-30T00:00:00.000Z — Record Date (Date for determining stockholders entitled to vote at the annual meeting.)
• 2026-01-30T00:00:00.000Z — Annual Meeting Date (Date of the virtual 2025 Annual Meeting of Stockholders.)

Key Players & Entities

• KALA BIO, Inc. (company) — Registrant
• David Lazar (person) — Class II Director Nominee and Chief Executive Officer
• Mark Iwicki (person) — Class II Director Nominee
• Todd Bazemore (person) — Class II Director Nominee
• HTL International, LLC (company) — Independent Registered Public Accounting Firm
• Nasdaq (regulator) — Listing Rules 5635(b) and 5635(d)
• Morrow Sodali, LLC (company) — Proxy Solicitor
• Equiniti Trust Company, LLC (company) — Transfer Agent

FAQ

Risk Factors

• Nasdaq Listing Compliance [high — regulatory]: The company is seeking approval to issue common stock upon conversion of preferred stock, which is critical for complying with Nasdaq Listing Rules 5635(b) and 5635(d). Failure to secure this approval could jeopardize its listing status.
• Authorized Share Increase and Reverse Stock Split [medium — financial]: Proposal 5 seeks to increase authorized common stock to 1,500,000,000 shares, and Proposal 6 seeks to effect a reverse stock split at a ratio between 1-for-2 and 1-for-100. These actions are intended to provide financial flexibility but could lead to significant dilution or impact per-share value if not managed effectively.
• Virtual Meeting Logistics [low — operational]: The 2025 Annual Meeting of Stockholders will be held virtually. While this offers accessibility, it relies on robust technological infrastructure and participant engagement to ensure smooth proceedings and effective voting.

Industry Context

KALA BIO operates in the biotechnology sector, a highly competitive and capital-intensive industry. Companies in this space often face significant R&D costs, lengthy development cycles, and stringent regulatory hurdles. Success hinges on innovation, clinical trial outcomes, and the ability to secure funding for ongoing operations and pipeline development.

Regulatory Implications

The company must adhere to Nasdaq's listing rules, particularly concerning the issuance of new shares, to maintain its stock exchange listing. Failure to comply could result in delisting, significantly impacting liquidity and investor confidence.

What Investors Should Do

1. Review Proposal 4 and 5 carefully.
2. Evaluate the proposed reverse stock split (Proposal 6).
3. Vote on the election of directors and ratification of the accounting firm.

Key Dates

• 2025-12-30: Record Date — Determines which stockholders are entitled to vote at the annual meeting.
• 2026-01-30: 2025 Annual Meeting of Stockholders — Key date for voting on critical corporate structure and financial proposals.

Glossary

DEF 14A

A proxy statement filed by a company with the SEC detailing information about the annual meeting of stockholders and the matters to be voted upon. (This document provides the basis for the analysis and outlines all proposals requiring stockholder approval.)

Restated Certificate of Incorporation

A document that consolidates all amendments to a company's original certificate of incorporation into a single, updated document. (Amendments to this certificate are proposed to increase authorized shares and implement a reverse stock split.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them into fewer, proportionally more valuable shares. (KALA BIO is proposing a reverse stock split to potentially increase its stock price and meet listing requirements.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares. (The conversion of Series AA and Series AAA Convertible Preferred Stock is a key proposal related to Nasdaq listing rules.)

Nasdaq Listing Rules 5635(b) and 5635(d)

Specific rules from Nasdaq that govern the issuance of securities, often requiring stockholder approval for significant issuances or those that could dilute existing shareholders. (Approval is sought to ensure compliance with these rules when issuing shares upon preferred stock conversion.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a prior year's annual report. However, it highlights significant proposed changes to the company's capital structure, including a substantial increase in authorized shares and a reverse stock split, which are critical for future operations and Nasdaq compliance.

Filing Documents

• kalabio_def14a.htm (DEF 14A) — 684KB
• img_001.jpg (GRAPHIC) — 3KB
• img_002.jpg (GRAPHIC) — 40KB
• img_003.jpg (GRAPHIC) — 41KB
• proxy_001.jpg (GRAPHIC) — 580KB
• proxy_002.jpg (GRAPHIC) — 384KB
• 0001829126-25-010356.txt ( ) — 3753KB
• cik0001479419-20241231.xsd (EX-101.SCH) — 4KB
• cik0001479419-20241231_def.xml (EX-101.DEF) — 6KB
• cik0001479419-20241231_lab.xml (EX-101.LAB) — 57KB
• cik0001479419-20241231_pre.xml (EX-101.PRE) — 43KB
• kalabio_def14a_htm.xml (XML) — 80KB

Executive Compensation

Executive Compensation 24 Executive and Director Compensation Processes 25 MATTERS TO BE VOTED ON 47 Proposal 1: Election of Directors 47 Proposal 2: Advisory Vote on Executive Compensation 48 Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm 49 Proposal 4: To Approve the Issuance of Shares of our Common Stock upon Conversion of our Series AA Convertible Preferred Stock and Series AAA Convertible Preferred Stock in Accordance with Nasdaq Listing Rules 5635(b) and 5635(d) 51 Proposal 5: Approval of an Amendment to our Restated Certificate of Incorporation, as Amended, to Increase the Number of Authorized Shares of Common Stock to 1,500,000,000 53 i Proposal 6: Approval of an Amendment to our Restated Certificate of Incorporation, as amended, to Effect a Reverse Stock Split of our Common Stock at a Ratio of Not Less than 1-for-2 and Not Greater than 1-for-100. 54 Proposal 7: Approval of an Adjournment of the 2025 Annual Meeting, if Necessary, to Solicit Additional Proxies, or in the Absence of a Quorum 56 RECOMMENDATION OF THE BOARD OF DIRECTORS 57 STOCK OWNERSHIP AND REPORTING 58

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 58 Oxford Settlement and Voting Agreement 59 Delinquent Section 16(a) Reports 59 OTHER MATTERS 60 Stockholder Proposals for our 2026 Annual Meeting of Stockholders 60 Stockholder Proposals Included in Proxy Statement 60 Stockholder Proposals Not Included in Proxy Statement 60 Householding of Annual Meeting Materials 60 ii KALA BIO KALA BIO, INC., 1167 Massachusetts Avenue Arlington, Massachusetts 02476 (781) 996-5252 PROXY STATEMENT 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held on January 30, 2026 INFORMATION CONCERNING SOLICITATION AND VOTING This proxy statement and the accompanying proxy card are being furnished in connection with the solicitation of proxies by the board of directors of KALA BIO, Inc. for use at the annual meeting of stockholders to be held on Friday, January 30, 2026 at 11:00 a.m., Eastern Time, and at any adjournment thereof. The 2025 annual meeting of stockholders will be a virtual meeting held via the Internet at www.virtualshareholdermeeting.com/KALA2025. There will not be a physical meeting location, and stockholders will not be able to attend the annual meeting in person. As always, we encourage you to vote your shares prior to the annual meeting regardless of whether you intend to attend. Except where the context otherwise requires, references to "Kala," "the Company," "we," "us," "our" and similar terms refer to KALA BIO, Inc. This proxy statement summarizes information about the proposals to be considered at the meeting and other information you may find useful in determining how to vote. The proxy card is a means by which you actually authorize the proxies to vote your shares in accordance with your instructions. On or about December 30, 2025, we commenced mailing to stockholders of record as of the Record Date a full set of our proxy materials, including this proxy statement, a proxy card (or voting instruction form, as

View Full Filing

View this DEF 14A filing on SEC EDGAR