UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area
code: (
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 |
| The |
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
If 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2025, KALA BIO, Inc. (the “Company”) appointed Todd Bazemore as the Chief Executive Officer of the Company, effective immediately (the “Effective Date”). As of the Effective Date, Mr. Bazemore also continued to serve as President of the Company and ceased serving as Chief Operating Officer of the Company. Effective as of the Effective Date, Mr. Bazemore was also elected as a Class II director to serve on the Board of Directors of the Company (the “Board”) until the Company’s 2025 Annual Meeting of Stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation or removal.
Mr. Bazemore, age 55, has served as the Company’s interim Chief Executive Officer since February 2025, as the Company’s President since December 2021 and as the Company’s Chief Operating Officer since November 2017. Previously, he served as Executive Vice President and Chief Operating Officer of Santhera Pharmaceuticals (USA) Inc. (“Santhera”), a pharmaceutical company and subsidiary of Santhera Pharmaceuticals Holdings AG, from September 2016 until November 2017. Prior to joining Santhera, Mr. Bazemore served as Executive Vice President and Chief Commercial Officer of Dyax Corp. (“Dyax”), a biopharmaceutical company focused on orphan diseases, between April 2014 and January 2016, when Dyax was acquired by Shire plc. At Dyax, Mr. Bazemore oversaw all aspects of Dyax’s commercial department including sales, marketing, commercial analytics, market access and patient services. Between April 2012 and September 2013, he served as Vice President, Managed Markets at Sunovion Pharmaceuticals, Inc. (“Sunovion”) (a subsidiary of Dainippon Sumitomo Pharma Co. Ltd.), a global biopharmaceutical company focused on serious medical conditions. Prior to that, Mr. Bazemore held several roles of increasing responsibility at Sunovion, including Vice President of Sales and Vice President of Respiratory Business Unit. Since October 2020, Mr. Bazemore has served on the board of directors of Pulmatrix Inc., a clinical stage publicly traded biopharmaceutical company. He received his Bachelor of Science from the University of Massachusetts, Lowell.
On the Effective Date, the Company entered into a second amendment (the “Offer Letter Amendment”) to Mr. Bazemore’s existing offer letter with the Company, dated November 6, 2017, which was previously amended on March 11, 2019 (as amended, the “Existing Offer Letter”), governing the terms of Mr. Bazemore’s employment as Chief Executive Officer. Pursuant to the Offer Letter Amendment, Mr. Bazemore will be paid an annualized base salary of $655,000, effective as of the Effective Date, and will be eligible to receive an annual incentive bonus at a target amount of 60.0% of his annualized base salary for each fiscal year, as determined by the Board in its sole discretion. The Offer Letter Amendment also adjusts the severance benefits that Mr. Bazemore would be entitled to receive in the event his employment is terminated by the Company without Cause or by him for Good Reason (each as defined in the Existing Offer Letter as amended by the Offer Letter Amendment) within a twenty-four month period following a Change of Control (as defined in the Existing Offer Letter as amended by the Offer Letter Amendment). In such event, Mr. Bazemore will be entitled to receive, subject to his execution and nonrevocation of a release of claims in the Company’s favor, a lump sum payment in an amount equal to (i) 24 months of his then-current annual base salary, (ii) any bonus earned for the year prior to the year of termination that has not yet been paid, (iii) a pro-rated portion of any bonus attributable to the year of termination, based upon performance against Company but not individual objectives and (iv) an amount equal to 200% of his target bonus for the year of termination. In addition, Mr. Bazemore is entitled to 24 months of COBRA premiums for continued health benefit coverage on the same terms as were applicable to him prior to his termination and outplacement services for the 24-month period. The Offer Letter Amendment did not modify the terms of Mr. Bazemore’s non-Change of Control severance benefits or his right to the acceleration of vesting of certain equity awards in connection with specified termination events under the Existing Offer Letter and such terms remain in effect.
In addition, effective as of the Effective Date, the Board granted to Mr. Bazemore a stock option (the “Option”) to purchase up to 180,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at an exercise price per share equal to the closing price of the Common Stock on the Nasdaq Capital Market on the Effective Date. The Option was granted under the Company’s Amended and Restated 2017 Equity Incentive Plan and is scheduled to vest over four years, with 1/48th of the shares underlying the Option vesting at the end of each successive one month period following the Effective Date, subject Mr. Bazemore’s continued service.
There is no arrangement or understanding between Mr. Bazemore and any other person pursuant to which Mr. Bazemore was appointed as the Chief Executive Officer and director of the Company. Mr. Bazemore does not have a family relationship with any of the Company’s officers or directors and has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the Offer Letter Amendment does not purport to be complete and is qualified in its entirety by the full text of the Offer Letter Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Second Amendment to Offer Letter, dated August 29, 2025, between the Company and Todd Bazemore | |
| 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: September 2, 2025 | By: | /s/ Mary Reumuth |
| Mary Reumuth | ||
| Chief Financial Officer and Corporate Secretary | ||
Exhibit 10.1
Execution Version
SECOND AMENDMENT TO OFFER LETTER
OF TODD BAZEMORE
This Second Amendment (the “Second Amendment”) to the Offer Letter between KALA BIO, Inc. (formerly, Kala Pharmaceuticals, Inc.) (the “Company”) and Todd Bazemore (“Executive”) dated November 6, 2017, as amended by the Amendment to Offer Letter of Todd Bazemore dated March 11, 2019 (together, the “Offer Letter”), is adopted by the Company and Executive and effective as of August 29, 2025.
RECITALS
A. The Company and Executive entered into the Offer Letter to set forth the terms of Executive’s employment with the Company.
B. In connection with Executive assuming the role of the Company’s President and Chief Executive Officer, the Company and Executive desire and intend to amend certain terms of Executive’s employment as provided through the Offer Letter.
C. Capitalized terms that are not specifically defined in this Second Amendment have the meanings set forth in the Offer Letter.
NOW, THEREFORE, in consideration of the agreements herein contained and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Offer Letter is hereby amended as follows:
1. The first sentence of the Offer Letter shall be replaced in its entirety with the following:
On behalf of KALA BIO, Inc., a Delaware corporation (the “Company”), I am pleased to offer you the position of President and Chief Executive Officer, pursuant to the terms of this letter.
2. Section 1 of the Offer Letter shall be replaced in its entirety with the following:
1. Position. You will be employed to serve on a full-time basis as the Company’s President and Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”). For so long as you are employed as President and Chief Executive Officer, the Company will cause you to be elected as a member of the Board. You will have such duties and responsibilities as are commensurate with your position, plus such other duties and responsibilities as may be reasonably assigned to you by the Board. You are expected to devote your full business time and professional efforts to the performance of your duties and responsibilities for the Company and to materially abide by all Company policies and procedures as in effect from time to time. Moreover, during your employment with the Company, you will be expected to conduct your business activities at all times in accordance with the highest legal, ethical and professional standards.
3. Section 2 of the Offer Letter shall be amended to replace “$405,000” with “$655,000”.
4. Section 3 of the Offer Letter shall be amended to replace “40%” with “60%”.
5. Section 3 of the Offer Letter shall further be amended by deleting the last sentence in its entirety.
6. The following shall be added as Section 6(g) of the Offer Letter:
For the avoidance of doubt, you acknowledge that the Company has granted you an option pursuant to Section 6(a) hereof and that such option has vested in accordance with the terms thereof. In connection with your assumption of the role of President and Chief Executive Officer, the Board or its Compensation Committee will grant you an additional option under the Company’s Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”), to purchase 180,000 shares of the Company’s Common Stock at a price per share equal to the last reported sale price per share of the Common Stock on the Nasdaq Capital Market on the date of grant (the “Promotion Option”). 1/48th of the shares subject to the Promotion Option shall vest monthly, on each one month anniversary following the date you assume the role of President and Chief Executive Officer, in equal monthly amounts, over the next forty-eight (48) months until the fourth anniversary of such date, subject to your continued employment with the Company, service on the Board or otherwise providing service to the Company on each such vesting date, except as otherwise provided in Section 6(b) and 6(c). The Promotion Option shall be an incentive stock option to the maximum extent permitted by law and shall be subject to the terms and conditions of the 2017 Plan and your actual option grant agreement, including vesting requirements. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or employment or other service with the Company.
7. The second paragraph of Section 7(a) of the Offer Letter shall be replaced in its entirety with the following:
If the Company, or its successor, terminates your employment without Cause or you voluntarily terminate your employment for Good Reason within twenty-four (24) months following a Change of Control (as defined herein), you will receive as severance (i) twenty-four (24) months of your then-current base salary (such twenty-four (24)-month period, the “COC Severance Period”), (ii) any bonus earned for the year prior to the year of termination that has not yet been paid, (iii) an amount equal to 200% of your target bonus for the year of termination, (iv) a pro-rated portion of any bonus attributable to the year of termination, based on the Company’s performance against previously established Company (but not individual) milestones (payable at the time that active employees receive their bonus payments for that year but in any event by March 15 of the year following the year of your termination), (v) COBRA continuation medical benefits for the COC Severance Period subsidized by the Company at active employee rates on the same terms as were applicable to you prior to your termination, and (vi) Company-paid outplacement services for the COC Severance Period. All payments (other than the pro-rated portion of any bonus and the COBRA continuation and outplacement services) will be made in a lump sum on the Payment Date (as defined below).
8. Section 7(b) of the Offer Letter shall be amended to replace “Chief Operating Officer” with “President and Chief Executive Officer”.
9. Section 13(f) of the Offer Letter shall be deleted in its entirety and replaced with “[intentionally omitted]”.
10. Reaffirmation of Offer Letter. The parties hereby acknowledge and agree that the Offer Letter, as modified by this Second Amendment, is hereby reaffirmed, ratified, and confirmed in its entirety. Except as set forth herein, the Offer Letter remains unmodified and in full force and effect. In the event of any inconsistency between the provisions of the Offer Letter and this Second Amendment, the terms of this Second Amendment shall control.
11. Governing Law. The rights and obligations of the parties shall be governed by, and this Second Amendment shall be construed and enforced in accordance with, the laws in the Commonwealth of Massachusetts.
12. Further Assurances. The parties shall execute and deliver such further documents and instruments, and take such further actions as may be required or appropriate to carry out the intent and purposes of this Second Amendment. Executive hereby acknowledges and agrees that none of the changes made by this Second Amendment to his terms of employment constitute or give rise to Good Reason.
[SIGNATURES FOLLOW]
IN WITNESS WHEREOF, the undersigned, thereunto duly authorized, have executed this Second Amendment effective as of the day and year hereinabove first set forth in order to evidence its adoption by the Company.
COMPANY:
KALA BIO, INC.
| By: | /s/ Mark Iwicki | |
| Name: | Mark Iwicki | |
| Its: | Chair of the Board |
EXECUTIVE:
| /s/ Todd Bazemore |
Todd Bazemore