Form 8-K

8-K — KALA BIO, Inc.

Accession: 0001829126-26-004744

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001479419

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — kalabio_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (kalabio_ex3-1.htm)

EX-99.1 — EXHIBIT 99.1 (kalabio_ex99-1.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): May 7, 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

(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:

☐

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

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

KALA

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

3.03. Material

Modification to Rights of Security Holders.

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

5.03. Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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.

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

8.01. Other

Events.

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.

Item

9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of KALA BIO, Inc.

99.1

Press Release, issued on May 7, 2026.

104

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

KALA

BIO, INC.

Date:

May 7, 2026

By:

/s/

Avi Minkowitz

Name:

Avi

Minkowitz

Title:

Chief Executive

Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: kalabio_ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT TO

THE RESTATED CERTIFICATE OF INCORPORATION OF

KALA BIO, INC.

Pursuant

to Section 242 of the General Corporation Law of the State of Delaware, Kala Bio, Inc., a corporation organized under and existing

by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY:

The name

of the corporation is Kala Bio, Inc. (the “Corporation”).

The date

of filing the original Certificate of Incorporation of this Corporation with the Secretary of State of the State of Delaware was July 7,

2009.

Resolutions

were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of Incorporation

and declaring said amendment to be advisable and calling for the consideration and approval thereof at a meeting of the stockholders

of the Corporation.

Resolutions

were duly adopted by the Board of Directors of the Corporation, in accordance with the provisions of the Certificate of Incorporation

set forth below, providing that, effective as of 4:05 p.m., New York time, on May 8, 2026, each fifty (50) issued and outstanding

shares of the Corporation’s Common Stock, par value $0.001 per share, shall be converted into one (1) share of the Corporation’s

Common Stock, par value $0.001 per share, as constituted following such date.

The Certificate

of Incorporation is hereby amended by amending and restating paragraph A.5 of Article FOURTH in its entirety as follows:

“5.

Reverse Split. Upon the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”) each share of

the Corporation’s common stock, $0.001 par value per share (the “Old Common Stock”), either issued or outstanding or

held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without

any further act) into a smaller number of shares such that each fifty (50) shares of Old Common Stock issued and outstanding or held

by the Company as treasury stock immediately prior to the Effective Time is reclassified into one share of Common Stock, $0.001 par value

per share, of the Corporation (the “New Common Stock”), (the “Reverse Stock Split”). No fractional shares will

be issued. 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. Any stock certificate

that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically

and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such

shares of Old Common Stock shall have been reclassified minus the fraction, if any, of a share of New Common Stock issued as aforesaid.”

The foregoing

amendment was effected pursuant to a resolution of the Board of Directors of said corporation.

Thereafter,

pursuant to a resolution by the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation

for their approval in accordance with the provisions of Section 242 of the DGCL. Accordingly, said proposed amendment has been adopted

in accordance with Section 242 of the DGCL.

[Signature

page follows.]

WITNESS WHEREOF, Kala Bio, Inc. has caused this Certificate of Amendment to be duly executed by the undersigned duly authorized officer

as of this 7th day of May, 2026.

KALA

BIO, INC.

By:

/s/

Avi Minkowitz

Name:

Avi Minkowitz

Title:

Chief Executive

Officer

[Signature

Page to Certificate of Amendment]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: kalabio_ex99-1.htm · Sequence: 3

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.

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 more than 1-for-100, with such ratio to be determined

by the Company’s Board of Directors.

the effective time of the reverse stock split, every fifty (50) shares of the Company’s issued and outstanding common stock will

be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders

holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-50 reverse stock split.

It is not necessary for stockholders holding shares of the Company’s common stock in certificated form to exchange their existing

stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do

so if they wish.

The

reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s

equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares

will be issued. 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 the Company’s common stock outstanding from 929,491,578 shares to approximately 18,589,832

shares. Proportional adjustments will be made to the number of shares of the Company’s common stock issuable upon exercise or conversion

of the Company’s equity awards, warrants and other convertible securities, as well as the applicable exercise or conversion price

thereof. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker;

all other stockholders may direct questions to the Company’s transfer agent, Equiniti Trust Company, LLC, at (929) 469-2386.

ABOUT

KALA BIO (NASDAQ: KALA)

KALA

BIO, Inc. is a clinical-stage biopharmaceutical company building a dedicated, on-premises AI infrastructure platform for the biotechnology

industry. The Company’s dual strategy combines a proprietary biologics pipeline—including its mesenchymal stem cell secretome

(MSC-S) platform and FDA Orphan Drug- and Fast Track-designated product candidates—with a scalable AI platform-as-a-service business

designed to deploy secure, purpose-built AI solutions directly within biotech and pharmaceutical client environments.

Through

its exclusive worldwide license for the Researgency AI research platform from Younet, Kala intends to serve as the dedicated AI infrastructure

partner for the biotechnology industry, enabling organizations of all sizes to unlock the value of their proprietary biological data

without surrendering control. Kala is advancing an agentic transformation strategy for biomedical organizations through Researgency.ai,

a platform designed to enable scalable, governed deployment of AI agents across research, documentation, and operational workflows. The

Company’s focus on enterprise security, real-time performance, and seamless integration positions it at the forefront of innovation

in the life sciences AI sector.

Kala

believes the future of biomedical innovation is in agentic systems. For more information, visit www.kalarx.com and www.Researgency.ai

Forward-looking

Statements

This

press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,”

“may,” “will,” “plans,” “expects,” “anticipates,” “projects,”

“predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”

or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject

to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or

quantified; consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such

risks and uncertainties include, without limitation, risks and uncertainties associated with: the effect that the reverse stock split

may have on the price of the Company’s common stock; the Company’s ability to maintain its listing on the Nasdaq Capital

Market; risks that AI technologies may not produce expected results in drug discovery or development; risks related to the development,

deployment, and performance of the Researgency platform; risks that the Company may not successfully attract or retain external platform

clients; risks that the platform-as-a-service business model may not generate anticipated revenues; risks that the Company’s product

candidates may not be successfully developed or commercialized; risks related to the Company’s limited cash resources and ability

to continue as a going concern; risks that the third-party information contained herein was not accurate at the time it was published

and/or does not accurately predict the future; risks related to the Company’s ability to raise future capital and the possibility

that market conditions may limit the Company’s ability to raise capital on favorable terms; risks related to the Company’s

ability to regain compliance with Nasdaq listing requirements; competition from larger, better-resourced companies including major technology

and pharmaceutical companies; dependence on key personnel and third-party technology providers; the accuracy of third-party market forecasts

and projections cited herein; risks that the Company may elect not to expand or continue its deployment of the Researgency platform beyond

the initial term; risks that Younet may not perform its obligations under the Agreement; and other risks detailed in the "Risk Factors"

section of the Company’s Annual Report on Form 10-K as they may be revised in the Company’s Quarterly Reports on Form 10-Q

and Current Reports on Form 8-K and other filings with the Securities and Exchange Commission. More detailed information about the Company

and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the

Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K and its Quarterly Reports

on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at: http://www.sec.gov.

The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future

events, or otherwise, except as required by law.

Contact:

Avi

Minkowitz

Chief

Executive Officer,

KALA

BIO, Inc.

am@kalarx.com

www.kalarx.com | www.Researgency.ai

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