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
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
Disclosure sections
Items 3.03, 5.03, 8.01, 9.01Select 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.htmEX-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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