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Current Report · Items 3.03, 5.03, 8.01, 9.01 · 8-K

KALA BIO, Inc.

KALANASDAQEQUITYCurrent

Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events

Item Material 3.03. Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

Filed May 7, 2026Accepted May 7, 2026, 4:07 PM EDTCIK 1479419Accession 0001829126-26-004744
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Company context

KALA is a clinical-stage biopharmaceutical company dedicated to the research, development, and commercialization of innovative therapies for rare and severe diseases of the eye. KALA’s biologics-based investigational therapies utilize KALA’s proprietary mesenchymal stem cell secretome (MSC-S) platform. KALA’s lead product candidate, KPI-012, is a human MSC-S, which contains numerous human-derived biofactors, such as growth factors, protease inhibitors, matrix proteins, and neurotrophic factors. KPI-012 received Orphan Drug and Fast Track designations from the U.S. Food and Drug Administration for the treatment of persistent corneal epithelial defect (PCED), a rare disease of impaired corneal healing.

Current securities

Recent company filings

  1. DEF 14A filingSep 24, 2026
  2. PRE 14A filingSep 11, 2026
  3. Entry into a Material Definitive AgreementSep 10, 2026
  4. Shareholder Director Nominations · Other EventsSep 9, 2026
  5. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingAug 28, 2026

Disclosure sections

Items 3.03, 5.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.03Item 3.03 - Material Modification to Rights
Item Material 3.03. Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item Amendments 5.03. to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 7, 2026, KALA BIO, Inc. (the “ Company ”) filed a Certificate of Amendment (the “ Certificate of Amendment ”) to the Company’s Restated Certificate of Incorporation (as amended, the “ Certificate of Incorporation ”) with the Secretary of State of Delaware to effect a 1-for-50 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), either issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (Delaware time) on May 8, 2026 (the “ Reverse Stock Split ”). As previously reported, the Company held its 2025 annual meeting of stockholders on January 30, 2026 (the “ Annual Meeting ”), at which Annual Meeting the Company’s stockholders approved the Certificate of Amendment to effect a reverse stock split of the Company’s Common Stock at a ratio in the range of 1-for-2 to 1-for-100, with such ratio to be determined by the Company’s Board of Directors (the “ Board ”) and included in a public announcement. The Board determined to effect the Reverse Stock Split at a ratio of 1-for-50 and approved the corresponding final form of the Certificate of Amendment. As a result of the Reverse Stock Split, every fifty (50) shares of issued and outstanding Common Stock will be automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders that would hold fractional shares as a result of the Reverse Stock Split are entitled to receive a cash payment in lieu of said fractional shares based on the closing price on the Nasdaq Capital Market on May 7, 2026. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 929,491,578 shares to approximately 18,589,832 shares, subject to adjustment for the rounding up of fractional shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 1,500,000,000 shares. Proportionate adjustments will be made to the per share exercise price and the number of shares of Common Stock that may be purchased upon the exercise or conversion, as applicable, of outstanding equity awards under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan, Amended and Restated 2017 Equity Incentive Plan (the “2017 Equity Plan”) and the and Amended and Restated 2017 Employee Stock Purchase Plan (the “2017 Stock Plan”). The number of shares reserved for issuance under the 2017 Equity Plan and 2017 Stock Plan will be proportionately reduced in accordance with the terms of such plans. The Common Stock will begin trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market on May 11, 2026. The trading symbol for the Common Stock will remain “KALA.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 483119301. For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 30, 2026, the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item Other 8.01. Events. On May 7, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) kalabio_ex99-1.htm

EX-99.1 3 kalabio_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 KALA BIO Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on May 11, 2026 Arlington, MA, May 7, 2026 (GLOBE NEWSWIRE) - KALA BIO, Inc. (NASDAQ: KALA) (“KALA BIO” or the “Company”), today announced that it intends to effect a reverse stock split of its common stock, par value $0.001 per share (the “common stock”) at a ratio of 1 post-split share for every 50 pre-split shares. The reverse stock split will become effective at 4:05 p.m. on Friday, May 8, 2026. The Company’s common stock will continue to be traded on the Nasdaq Capital Market under the symbol KALA and will begin trading on a split-adjusted basis when the market opens on Monday, May 11, 2026. The new CUSIP number for the common stock following the reverse stock split is 483119301. At a special meeting of stockholders, as adjourned and held on January 30, 2026, the Company’s stockholders granted the Company’s Board of Directors the discretion to effect a reverse stock split of the Company’s common stock through an amendment to its Restated Certificate of Incorporation, as amended, at a ratio of not less than 1-for-2 and not…

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