Form 8-K

8-K — KALA BIO, Inc.

Accession: 0001829126-26-007760

Filed: 2026-07-23

Period: 2026-07-22

CIK: 0001479419

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — kalabio_8k.htm (Primary)

EX-5.1 — EXHIBIT 5.1 (kalabio_ex5-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 22, 2026

KALA BIO, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38150

27-0604595

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

1167 Massachusetts Avenue

Arlington,

02476

(Address of Principal Executive Offices) (Zip Code)

Registrant’s

telephone number, including area code: (781)

996-5252

Not

applicable

(Former Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material

pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value per share

KALA

The Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

8.01. Other

Events.

On July 22, 2026, the Company filed a prospectus

supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the offering of securities pursuant to the

Company’s effective Registration Statement on Form S-3 (File No. 333-295667). The Company is filing this report to provide the legal

opinion as to the validity of the securities being offered pursuant to the prospectus supplement. Such opinion is attached hereto as Exhibit

5.1.

Item

9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

5.1

Opinion of Haynes and Boone, LLP

23.1

Consent of Haynes and Boone, LLP (contained in Exhibit 5.1)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

KALA

BIO, INC.

Date:

July 22, 2026

By:

/s/

Avi Minkowitz

Avi

Minkowitz

Chief Executive

Officer

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: kalabio_ex5-1.htm · Sequence: 2

Exhibit 5.1

July 22, 2026

KALA BIO, Inc.

1167 Massachusetts Avenue

Arlington, MA 02476

Re:

KALA BIO, Inc.

Registration Statement on Form S-3, Registration No. 333-295667

Ladies and Gentlemen:

We have acted as counsel to KALA BIO, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) on the date hereof, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”) of the Company’s prospectus supplement, dated July 22, 2026 (the “Prospectus Supplement”), forming part of the registration statement on Form S-3 (Registration No. 333-295667), initially filed by the Company with the Commission on May 7, 2026 as thereafter amended or supplemented, and declared effective on June 25, 2026 (the “Registration Statement”).

We also have acted as counsel to the Company in connection with an offering of up to $250,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) that may be issued and sold under that certain At The Market Offering Agreement executed by the Company and H.C. Wainwright & Co., LLC, on January 8, 2026 (the “Sales Agreement”). The Prospectus Supplement relates to the Shares.

In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Restated Certificate of Incorporation, as amended, and the Third Amended and Restated By-laws of the Company, each as amended and/or restated as of the date hereof, (ii) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement and the Prospectus Supplement, the authorization and issuance of the Shares and related matters, (iii) the Registration Statement and all exhibits thereto, (iv) the Prospectus Supplement and the base prospectus, dated June 25, 2026, included in the Registration Statement (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”), (v) the Sales Agreement, (vi) the specimen Common Stock certificate, (vii) a certificate executed by an officer of the Company, dated as of the date hereof, and (viii) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.

We have relied upon such certificates of officers of the Company and of public officials and statements and information furnished by officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies.

In making the foregoing examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies. As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials.

Haynes

and Boone, LLP

Rockefeller Plaza | 26th Floor | New York, NY 10112

212.659.7300 | haynesboone.com

KALA BIO, Inc.

July 22, 2026

Page 2

We have not considered, and express no opinion herein as to, the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the laws of the State of New York, as currently in effect (all of the foregoing being referred to as the “Opined on Law”). We do not express any opinion with respect to any other laws, or the laws of any other jurisdiction (including, without limitation, any laws of any other jurisdiction which might be referenced by the choice-of-law rules of the Opined on Law), other than the Opined on Law or as to the effect of any such other laws on the opinions herein stated.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that upon payment and delivery in accordance with the Sales Agreement, the Shares will be validly issued, fully paid and nonassessable.

The opinions set forth above are subject to the following qualifications, limitations and exceptions:

(a) The opinions are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation, conservatorship or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally, (ii) provisions of applicable law pertaining to the voidability of preferential or fraudulent transfers and conveyances and (iii) the fact that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(b) The opinions are subject to the effect of (i) general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, general matters of public policy and other similar doctrines generally affecting the enforceability of agreements (regardless of whether considered in a proceeding in equity or at law) (ii) obligations of good faith and fair dealing under New York law, (iii) provisions purporting to make a guarantor primarily liable rather than as a surety and (iv) other commonly-recognized statutory and judicial constraints on enforceability, including statutes of limitation, limitations on rights to indemnification that contravene law or public policy and the effectiveness of waivers of rights or benefits that cannot be effectively waived under applicable law.

We hereby consent to the filing of this opinion as an Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the Commission. We further consent to the reference to our firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we are not admitting that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion after the date hereof to reflect any facts or circumstances that may thereafter come to our attention or any changes that may thereafter occur.

Very truly yours,

/s/ Haynes and Boone, LLP

Haynes and Boone, LLP

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