KALA BIO, Inc. 8-K

What Happened KALA BIO, Inc. filed an 8-K on Jan. 6, 2026 disclosing that it entered into multiple settlement and consulting agreements and issued a total of 4,600,000 shares of common stock on December 30, 2025 to settle various obligations. The company issued 900,000 shares to Baker Bros. Advisors LP, 2,200,000 shares to LifeSci Capital LLC, 1,100,000 shares to Delaware IR LLC, and 400,000 shares to employees. KALA also announced a Baker Voting Agreement under which Baker Bros. granted an irrevocable proxy to vote certain shares in line with the company’s board recommendations for six months.

Key Details

• Total shares issued: 4,600,000 common shares (Dec. 30, 2025).
• Baker settlement: 900,000 shares issued to Baker Bros.; a separate voting agreement gives an irrevocable proxy for six months.
• LifeSci settlement: 2,200,000 shares issued to LifeSci Capital to settle financial advisory obligations.
• Delaware IR: a six‑month $600,000 consulting engagement was settled by issuing 1,100,000 shares; issuance includes a make‑whole mechanism tied to net proceeds from future sales of those shares.
• Securities treatment: the shares were issued in private, unregistered transactions relying on Section 4(a)(2) of the Securities Act.
• Related disclosure: on Jan. 5, 2026 KALA issued a press release confirming a $2.0M payment to Oxford Finance and noting the 400,000 shares issued to employees.

Why It Matters These settlements convert certain cash and advisory obligations into equity, diluting existing shareholders by 4.6 million newly issued shares. The Baker voting proxy temporarily concentrates voting alignment with the board for six months, which may affect near‑term governance votes. The Delaware IR make‑whole feature could adjust dilution depending on how those shares are sold. Investors should note the timing (Dec. 30, 2025 issuances; disclosures filed Jan. 2026) and that these were private issuances (unregistered), which is common for settlement and compensation transactions but can affect outstanding share count and potential future selling pressure.