KALA BIO, Inc.
For the period ended Jan 30, 2026. Filed Dec 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 30, 2026 · Filed Dec 30, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
KALA BIO, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
KALA
****BIO
KALA BIO, INC.,
1167 Massachusetts Avenue
Arlington, Massachusetts 02476
(781) 996-5252
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 30, 2026
Dear Stockholders:
You are cordially invited to attend the 2025 annual meeting of stockholders of KALA BIO, Inc., which will be a virtual meeting held via the Internet at www.virtualshareholdermeeting.com/KALA2025 on Friday, January 30, 2026 at 11:00 a.m., Eastern Time. At the annual meeting, stockholders will consider and vote on the following matters:
| 1. | The election of three Class II directors, David Lazar, Mark Iwicki and Todd Bazemore, each to serve until the 2028 annual meeting of stockholders and until his successor has been duly elected and qualified; |
| 2. | The approval of a non-binding advisory vote on executive compensation; |
| 3. | The ratification of the appointment of HTL International, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 4. | The approval of the issuance of shares of our common stock upon conversion of our Series AA Convertible Preferred Stock and Series AAA Convertible Preferred Stock in accordance with Nasdaq Listing Rules 5635(b) and 5635(d); |
| 5. | The approval of an amendment to our Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock to 1,500,000,000. |
| 6. | The approval of an amendment to our Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the shares of our common stock at a ratio of not less than 1‑for‑2 and not greater than 1‑for‑100 |
| 7. | The approval of an adjournment of the 2025 annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposals at the time of the meeting, or in the absence of a quorum; and |
The transaction of any other business that may properly come before the annual meeting or any adjournment or postponement thereof.
As noted above, our annual meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the annual meeting in person. This means you can attend the annual meeting online, vote your shares electronically during the annual meeting and submit questions online during the annual meeting by accessing www.virtualshareholdermeeting.com/KALA2025 shortly prior to the scheduled start of the meeting and entering the 16-digit control number found on the proxy card, voting instruction form or notice of availability of proxy materials. We believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world.
Stockholders of record at the close of business on December 30, 2025 will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof. A list of stockholders as of the close of business on the record date will be available for examination by our stockholders of record for any purpose germane to the meeting during the 10-day period ending on the day before the annual meeting. If you wish to view this list, please contact our Secretary at the address and phone number set forth above.
We are mailing a full set of our proxy materials, including this proxy statement, a proxy card (or voting instruction form) and our annual report, to stockholders of record as of the Record Date. These materials are also available at www.proxyvote.com.
We encourage all stockholders to attend the virtual annual meeting. However, whether or not you plan to attend the virtual annual meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions of each of your voting options described in the proxy statement. If you have any questions or require any assistance with voting shares, please contact our proxy solicitor Morrow Sodali, LLC.
Thank you for your ongoing support and continued interest in Kala.
By Order of the Board of Directors,
David Lazar
Chief Executive Officer
Arlington, Massachusetts
December 30, 2025
Important Information About the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on January 30, 2026: We will mail to stockholders of record a full set of our proxy materials, including this proxy statement, a proxy card (or voting instruction form) and our 2024 annual report. These materials are also available at www.proxyvote.com. If you would like additional copies, please contact our Investor Relations department at (781) 996-5252 or request materials at www.proxyvote.com.
TABLE OF CONTENTS
| INFORMATION CONCERNING SOLICITATION AND VOTING | 1 |
|---|---|
| IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 2 |
| Implications of Being a “Smaller Reporting Company” | 9 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 10 |
| Election of Directors | 10 |
| Class II Director Nominees | 11 |
| Current Directors | 12 |
| Class I Directors | 12 |
| Class II Directors | 12 |
| Class III Directors | 13 |
| Corporate Governance Matters | 13 |
| Corporate Governance Guidelines | 14 |
| Board Leadership Structure | 14 |
| Board Determination of Independence | 15 |
| Board of Director Meetings and Attendance | 15 |
| Communicating with the Independent Directors | 16 |
| Committees of the Board of Directors | 16 |
| Director Nomination Process | 18 |
| Criteria and Diversity | 18 |
| Stockholder Nominations | 19 |
| Oversight of Risk | 19 |
| Code of Business Conduct and Ethics | 20 |
| Policies and Procedures for Related Person Transactions | 20 |
| Related Person Transactions | 21 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 24 |
| Executive Officers | 24 |
| Executive Compensation | 24 |
| Executive and Director Compensation Processes | 25 |
| MATTERS TO BE VOTED ON | 47 |
| Proposal 1: Election of Directors | 47 |
| Proposal 2: Advisory Vote on Executive Compensation | 48 |
| Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 49 |
| Proposal 4: To Approve the Issuance of Shares of our Common Stock upon Conversion of our Series AA Convertible Preferred Stock and Series AAA Convertible Preferred Stock in Accordance with Nasdaq Listing Rules 5635(b) and 5635(d) | 51 |
| Proposal 5: Approval of an Amendment to our Restated Certificate of Incorporation, as Amended, to Increase the Number of Authorized Shares of Common Stock to 1,500,000,000 | 53 |
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| Proposal 6: Approval of an Amendment to our Restated Certificate of Incorporation, as amended, to Effect a Reverse Stock Split of our Common Stock at a Ratio of Not Less than 1-for-2 and Not Greater than 1-for-100. | 54 |
|---|---|
| Proposal 7: Approval of an Adjournment of the 2025 Annual Meeting, if Necessary, to Solicit Additional Proxies, or in the Absence of a Quorum | 56 |
| RECOMMENDATION OF THE BOARD OF DIRECTORS | 57 |
| STOCK OWNERSHIP AND REPORTING | 58 |
| Security Ownership of Certain Beneficial Owners and Management | 58 |
| Oxford Settlement and Voting Agreement | 59 |
| Delinquent Section 16(a) Reports | 59 |
| OTHER MATTERS | 60 |
| Stockholder Proposals for our 2026 Annual Meeting of Stockholders | 60 |
| Stockholder Proposals Included in Proxy Statement | 60 |
| Stockholder Proposals Not Included in Proxy Statement | 60 |
| Householding of Annual Meeting Materials | 60 |
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KALA
****BIO
KALA BIO, INC.,
1167 Massachusetts Avenue
Arlington, Massachusetts 02476
(781) 996-5252
PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 30, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.