25/07/2024 | Press release | Distributed by Public on 25/07/2024 20:11
|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
27-0604595
(I.R.S. Employer Identification Number) |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☐ | |
| | |
Page
|
| |||
PROSPECTUS SUMMARY
|
| | | | 1 | | |
THE OFFERING
|
| | | | 3 | | |
RISK FACTORS
|
| | | | 4 | | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
|
| | | | 5 | | |
USE OF PROCEEDS
|
| | | | 7 | | |
SELLING STOCKHOLDERS
|
| | | | 8 | | |
DESCRIPTION OF CAPITAL STOCK
|
| | | | 14 | | |
PLAN OF DISTRIBUTION
|
| | | | 19 | | |
LEGAL MATTERS
|
| | | | 21 | | |
EXPERTS
|
| | | | 21 | | |
WHERE YOU CAN FIND MORE INFORMATION
|
| | | | 22 | | |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
| | | | 22 | | |
| | |
Shares of
Common Stock Beneficially Owned Prior to Offering |
| |
Number of
Shares of Common Stock Being Offered(1) |
| |
Shares of
Common Stock to be Beneficially Owned After Offering(2) |
| |||||||||||||||||||||
Name of Selling Stockholder
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||||||||||||||||||
Entities affiliated with Baker Bros. Advisors LP(3)
|
| | | | 891,335 | | | | | | 19.38% | | | | | | 2,237,522 | | | | | | 480,777 | | | | | | 9.99% | | |
Affiliates of SR One Capital Management, LP(4)
|
| | | | 461,061 | | | | | | 9.99% | | | | | | 854,661 | | | | | | - | | | | | | -% | | |
Entities affiliated with ADAR1 Capital Management GP, LLC(5)
|
| | | | 461,331 | | | | | | 9.99% | | | | | | 427,331 | | | | | | 312,500 | | | | | | 6.80% | | |
|
SEC registration fee
|
| | | $ | 3,553.25 | | |
|
Legal fees and expenses
|
| | | $ | 40,000 | | |
|
Accounting fees and expenses
|
| | | $ | 27,500 | | |
|
Printing fees and expenses
|
| | | $ | 3,000 | | |
|
Miscellaneous fees and expenses
|
| | | $ | 5,619 | | |
|
Total expenses
|
| | | $ | 79,672.25 | | |
Exhibit No.
|
| |
Description
|
|
2.1# | | | Agreement and Plan of Merger, dated as of November 15, 2021, by and among Kala Pharmaceuticals, Inc., Ceres Merger Sub, Inc., Combangio, Inc. and, solely in its capacity as Combangio Equityholder Representative, Fortis Advisors LLC. (incorporated by reference to Exhibit 2.1 of the Registrant's current report on Form 8-K (File No. 001-38150) filed on November 15, 2021) | |
2.2# | | | Asset Purchase Agreement, by and between Kala Pharmaceuticals, Inc., Alcon Pharmaceuticals Ltd. and Alcon Vision, LLC (incorporated by reference to Exhibit 2.1 to the Registrant's current report on Form 8-K (File No. 001-38150) filed on May 23, 2022) | |
4.1 | | | Restated Certificate of Incorporation of the Registrant, as amended, including Certificate of Designation of the Series D Preferred Stock of the Registrant, Certificate of Elimination of Number of Shares of Preferred Stock Designated as Series D Preferred Stock of the Registrant, Certificate of Designations, Preferences and Rights of Series E Convertible Non-Redeemable Preferred Stock of the Registrant, Certificate of Designations, Preferences and Rights of Series F Convertible Non-Redeemable Preferred Stock of the Registrant, Certificate of Designations, Preferences and Rights of Series G Convertible Non-Redeemable Preferred Stock of the Registrant and Certificate of Designations, Preferences and Rights of Series H Convertible Non-Redeemable Preferred Stock of the Registrant | |
4.2 | | | Third Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's current report on Form 8-K (File No. 001-38150) filed on August 2, 2023) | |
| | | | KALA BIO, INC. | | |||
| | | | By: | | |
/s/ MARK IWICKI
Name: Mark Iwicki
Title: Chief Executive Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ MARK IWICKI
Mark Iwicki
|
| |
Chief Executive Officer and Chairman
of Board of Directors (Principal Executive Officer) |
| |
July 25, 2024
|
|
|
/s/ MARY REUMUTH
Mary Reumuth
|
| |
Chief Financial Officer (Principal
Financial and Accounting Officer) |
| |
July 25, 2024
|
|
|
/s/ MARK S. BLUMENKRANZ
Mark S. Blumenkranz, M.D.
|
| |
Director
|
| |
July 25, 2024
|
|
|
/s/ MARJAN FARID
Marjan Farid, M.D.
|
| |
Director
|
| |
July 25, 2024
|
|
|
/s/ ANDREW I. KOVEN
Andrew I. Koven
|
| |
Director
|
| |
July 25, 2024
|
|
|
/s/ C. DANIEL MYERS
C. Daniel Myers
|
| |
Director
|
| |
July 25, 2024
|
|
|
/s/ GREGORY PERRY
Gregory Perry
|
| |
Director
|
| |
July 25, 2024
|
|
|
/s/ HOWARD B. ROSEN
Howard B. Rosen
|
| |
Director
|
| |
July 25, 2024
|
|