KALA BIO, Inc. 8-K

What Happened

• KALA BIO, Inc. announced the completion of a two‑closing private placement that raised $6.0 million through the sale of Series AA and Series AAA convertible preferred shares. On Nov 24, 2025 the Company sold 900,000 shares of Series AA Preferred at $2.00/share for $1.8M. On Jan 30, 2026 the Company sold 2,100,000 shares of Series AAA Preferred at $2.00/share for $4.2M.
• Each Series AA share converts into 55 common shares (total potential conversion: 49,500,000 common shares). Each Series AAA share converts into 420 common shares (total potential conversion: 882,000,000 common shares). The Series AA/AAA terms are substantially similar and the transactions were effected as private placements (unregistered).
• The Company’s stockholders approved an amendment to increase authorized common stock by 1,500,000,000 shares (Certificate of Amendment filed with Delaware on Jan 30, 2026). Several directors tendered resignations effective following the Annual Meeting; AK Holdings retains director‑nomination rights that could allow nomination of up to eight directors (subject to committee review).

Key Details

• Total proceeds: $6.0 million (900,000 Series AA at $2 for $1.8M; 2,100,000 Series AAA at $2 for $4.2M).
• Potential common shares issuable on conversion: 931,500,000 (49,500,000 from Series AA + 882,000,000 from Series AAA).
• Corporate action: Certificate of Amendment increasing authorized common stock by 1,500,000,000 shares filed Jan 30, 2026.
• Board changes: Six directors (Marjan Farid, M.D.; Andrew I. Koven; Mark Iwicki; Todd Bazemore; C. Daniel Meyers; Howard B. Rosen) resigned effective after the Annual Meeting; AK Holdings has the right to nominate up to eight directors (nominations subject to committee assessment).

Why It Matters

• Financing and dilution: The private placement provides $6.0M in cash but creates a very large potential for dilution if the preferred shares are converted (over 931M common shares possible). Investors should note the increase in authorized shares was implemented to accommodate such conversions.
• Governance impact: The director resignations and AK Holdings’ nomination rights could materially affect board composition and corporate governance, subject to the Company’s nominating committee review.
• Registration and terms: The preferred issuances were completed in private placements (unregistered) under a Securities Purchase Agreement; the related Purchase Agreement and Certificate of Designations set the legal terms and conversion rights.