KALA BIO, Inc. 8-K

What Happened

• KALA BIO, Inc. (KALA) filed an 8-K on December 29, 2025 reporting two governance changes: the audit committee approved dismissal of Deloitte & Touche LLP (previously disclosed Dec 16, 2025) and on December 19, 2025 engaged HTL International, LLC as its independent registered public accounting firm for the fiscal year ending Dec. 31, 2025.
• On December 19, 2025 six directors — Marjan Farid, M.D.; Andrew I. Koven; C. Daniel Myers; Todd Bazmore; Mark Iwicki; and Howard B. Rosen — each tendered conditional resignations that would take effect immediately after the company’s 2025 Annual Meeting only if stockholders approve (1) issuance of common shares on conversion of certain preferred stock (Proposal 4) and (2) an amendment to increase authorized common shares (Proposal 5). David Lazar is expected to remain a Class II director regardless. The resignations were not due to any disagreement with the company.

Key Details

• Audit change dates: Deloitte dismissal disclosed Dec. 16, 2025; HTL engagement approved Dec. 19, 2025.
• HTL confirmed it was not consulted by KALA during the two most recent fiscal years and the interim period through Dec. 19, 2025 on accounting or auditing matters, and reported no disagreements or reportable events.
• Six directors’ conditional resignations submitted Dec. 19, 2025 will only become effective immediately after the 2025 Annual Meeting if both Proposal 4 (conversion share issuance) and Proposal 5 (increase authorized shares) are approved.
• Resignations are explicitly stated as not resulting from any disagreement with the company’s operations, policies, or practices.

Why It Matters

• Auditor change: A new independent auditor can affect investor confidence in financial reporting and may lead to changes in audit approach or timing of filings; HTL’s statement that it provided no prior consultation reduces concerns about independence or pre-existing advisory roles.
• Governance and dilution risk: The directors’ conditional resignations are tied to shareholder votes on share issuance and an increase in authorized shares — proposals that, if approved, could materially affect share count and ownership. Investors should watch the proxy vote outcome and any resulting board composition changes after the 2025 Annual Meeting.