KALA (KALA BIO) CEO discloses sizable convertible preferred stake

Rhea-AI Filing Summary

KALA BIO, Inc. disclosed that Chief Executive Officer and director David E. Lazar entered into a securities purchase agreement to invest in the company through convertible preferred stock. On November 24, 2025, he acquired 900,000 shares of Series AA Convertible Non-Redeemable Preferred Stock at $2.00 per share, for a total of $1,800,0002,100,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock at $2.00 per share, for an additional $4,200,000.

Each share of Series AA Preferred is convertible into 55 shares of common stock and each Series AAA share into 420 shares, in both cases subject to ownership limits. None of the preferred shares can be converted until stockholders approve an increase in authorized capital and the conversion terms in line with Nasdaq listing rules. The Series AA Preferred Stock is perpetual and has no expiration date, and Lazar reports no common stock currently beneficially owned.

Insights

Equity Capital Structure Analyst

CEO commits $6.0M via high-conversion preferred, pending stockholder approvals.

The disclosure shows David E. Lazar, as CEO and director of KALA BIO, agreeing to purchase a total of $6,000,000 in convertible preferred stock. He has already acquired $1,800,000 of Series AA Preferred at $2.00 per share and is set to acquire an additional $4,200,000 of Series AAA Preferred, also at $2.00 per share. This represents a sizable insider capital commitment through structured securities rather than common stock.

The preferred shares have high conversion ratios: each Series AA share converts into 55%-equivalent in common share count (55 common shares per preferred share), and each Series AAA share converts into 420%-equivalent (420 common shares per preferred share), both subject to ownership limits. However, conversion is blocked until stockholders approve increasing authorized capital and the conversion terms consistent with Nasdaq rules, so the economic effect depends on that stockholder approval.

Until those approvals, the preferred functions more like non-convertible capital with the disclosed terms, and Lazar reports no current common stock beneficial ownership. Subsequent company communications and meeting materials around the required stockholder vote will clarify if and when these preferred shares can convert into common stock and how that may influence the ownership structure.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lazar David E.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Series AA Convertible Preferred Stock	900,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Series AA Convertible Preferred Stock — 900,000 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

1. No shares of common stock are beneficially owned. On November 24, 2025, David E. Lazar (the "Reporting Person") and KALA BIO, Inc. (the "Company") entered into a securies purchase agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired an aggregate of 900,000 shares of the Company's Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Stock") at a price of $2.00 per share, for a total purchase price of $1,800,000. Pursuant to the Purchase Agreement, the Reporting Person will also acquire, at a subsequent closing, an aggregate of 2,100,000 shares of the Company's Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Stock", and together with the Series AA Preferred Stock, the "Preferred Stock") at a price of $2.00 per share, for an additional purchase price of $4,200,000. Each share of Series AA Preferred Stock will be convertible into 55 shares of the Company's common stock at any time, subject to certain ownership limitations. Each share of Series AAA Preferred Stock will be convertible into 420 shares of the Company's common stock at any time, subject to certain ownership limitations. No shares of Preferred Stock will be convertible until the Company's stockholders approve a) an increase in the Company's authorized capital to enable the Company to issue all of the shares of common stock that are issuable upon the conversion of the Preferred Stock and b) the conversion of the Preferred Stock into shares of common stock in accordance with the listing rules of The Nasdaq Stock Market, LLC (the "Stockholder Approval"). Following receipt by the Company of the Stockholder Approval, the shares of Series AA Preferred Stock will be convertible at the option of the Reporting Person for no additional consideration. The Series AA Preferred Stock is perpetual and therefore has no expiration date.

Form 4 Insider Transactions: What Each Field Means →

11/26/2025 - 03:03 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lazar David E.

(Last) (First) (Middle)

44, TOWER 100, THE TOWERS

WINSTON CHURCHILL, PAITILLA

(Street)

PANAMA CITY R1 07196

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KALA BIO, Inc. [ KALA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								0(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series AA Convertible Preferred Stock(2)(3)	(4)	11/24/2025		A		900,000		(3)	(5)	Common Stock	49,500,000(3)	(2)	900,000	D

Explanation of Responses:

1. No shares of common stock are beneficially owned.

2. On November 24, 2025, David E. Lazar (the "Reporting Person") and KALA BIO, Inc. (the "Company") entered into a securies purchase agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired an aggregate of 900,000 shares of the Company's Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Stock") at a price of $2.00 per share, for a total purchase price of $1,800,000. Pursuant to the Purchase Agreement, the Reporting Person will also acquire, at a subsequent closing, an aggregate of 2,100,000 shares of the Company's Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Stock", and together with the Series AA Preferred Stock, the "Preferred Stock") at a price of $2.00 per share, for an additional purchase price of $4,200,000.

3. Each share of Series AA Preferred Stock will be convertible into 55 shares of the Company's common stock at any time, subject to certain ownership limitations. Each share of Series AAA Preferred Stock will be convertible into 420 shares of the Company's common stock at any time, subject to certain ownership limitations. No shares of Preferred Stock will be convertible until the Company's stockholders approve a) an increase in the Company's authorized capital to enable the Company to issue all of the shares of common stock that are issuable upon the conversion of the Preferred Stock and b) the conversion of the Preferred Stock into shares of common stock in accordance with the listing rules of The Nasdaq Stock Market, LLC (the "Stockholder Approval").

4. Following receipt by the Company of the Stockholder Approval, the shares of Series AA Preferred Stock will be convertible at the option of the Reporting Person for no additional consideration.

5. The Series AA Preferred Stock is perpetual and therefore has no expiration date.

	/s/ David E. Lazar	11/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did KALA (KALA BIO, Inc.) report in this Form 4?

The company reported that Chief Executive Officer and director David E. Lazar acquired 900,000 shares of Series AA Convertible Non-Redeemable Preferred Stock at $2.00 per share on November 24, 2025, for a total of $1,800,000, and agreed to buy additional Series AAA Preferred shares at a later closing.

How much is David E. Lazar committing to invest in KALA BIO preferred stock?

He has purchased $1,800,000 of Series AA Preferred Stock and agreed to purchase an additional $4,200,000 of Series AAA Preferred Stock, for a combined commitment of $6,000,000 at $2.00 per share.

What are the conversion terms of KALA BIOs Series AA and Series AAA Preferred Stock?

Each share of Series AA Preferred Stock is convertible into 55 shares of common stock, and each share of Series AAA Preferred Stock is convertible into 420 shares of common stock, in both cases subject to certain ownership limitations.

When can the preferred stock bought by KALA19s CEO be converted into common stock?

No preferred shares are convertible until stockholders approve an increase in authorized capital sufficient to issue all underlying common shares and approve the conversion of the preferred stock in accordance with Nasdaq listing rules, referred to as Stockholder Approval.

Does David E. Lazar currently own any KALA BIO common stock?

The filing states that no shares of common stock are beneficially owned by David E. Lazar as of the reported transactions.

Does the Series AA Preferred Stock at KALA BIO have an expiration date?

No. The filing states that the Series AA Preferred Stock is perpetual and therefore has no expiration date.