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): April 10, 2025

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, MA 02476

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 996-5252

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
Common Stock, $0.001 par value per share	KALA	The 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 ¨

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 April 10, 2025, KALA BIO, Inc. (the “Company”) entered into retention agreements (each, a “Retention Agreement”) with a number of its employees, including Todd Bazemore, the Company’s Interim Chief Executive Officer, President and Chief Operating Officer, Mary Reumuth, the Company’s Chief Financial Officer, and Kim Brazzell, Ph.D., the Company’s Head of Research and Development and Chief Medical Officer. Pursuant to the terms of their respective Retention Agreements, Mr. Bazemore, Ms. Reumuth and Dr. Brazzell are entitled to receive retention bonuses (each, a “Retention Bonus”) of $281,190, $234,000, and $260,000, respectively. Each of the Retention Agreements provides that if, prior to the earlier of (1) September 30, 2025 or (2) the public announcement of topline data from the Company’s CHASE clinical trial of KPI-012, such executive’s employment is terminated voluntarily by such executive or by the Company for cause (as defined in the applicable executive’s employment agreement), then, pursuant to the terms of the Retention Agreement, such executive shall, upon request, repay the gross amount of the Retention Bonus to the Company.

The foregoing description of the Retention Agreements is not complete and is qualified in its entirety to the full text of the Form of Retention Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Form of Retention Agreement
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: April 11, 2025	By:	/s/ Mary Reumuth
		Mary Reumuth
		Chief Financial Officer and Corporate Secretary

Exhibit 10.1

1167 Massachusetts Ave., Arlington, MA 02476

· Tel 781.996.5252

· Fax 781.642.0399

· www.kalarx.com

Via DocuSign: [Insert email]

April [_], 2025

[Insert Name]

[Insert Address]

Re: Retention Agreement

Dear [Insert Name]:

As we have discussed, KALA BIO, Inc. (the “Company”) recognizes and appreciates the contributions you have made to the Company during your employment and wants you to remain committed and focused on delivering your goals and objectives while the Company awaits the results of its CHASE clinical trial of KPI-012, expected in the third quarter of 2025. Accordingly, the Company is offering you a Retention Bonus (as defined below), subject to the terms and conditions set forth below.

Please review this Retention Agreement (the “Agreement”) and let me know if you have any questions. Otherwise, please sign where indicated below to acknowledge your receipt of this Agreement and your acceptance of its terms, no later than Wednesday, April 9, 2025 at 5 pm EST. Provided you timely sign and return this Agreement, it shall become effective as of April 10, 2025 (the “Effective Date”).

Retention Bonus. Following the Effective Date and no later than April 18, 2025, you will be advanced a one-time bonus of [$___], less all applicable taxes and withholdings (the “Retention Bonus”). If, prior to the earlier of (i) September 30, 2025 and (ii) the public announcement of topline data from the CHASE clinical trial of KPI-012, you resign from employment for any reason or the Company terminates your employment for Cause (as defined in the Employment Agreement between you and the Company dated [DATE]), you hereby agree that you will, upon the Company’s written demand in its sole discretion at your address set forth above or such other address as you may hereafter provide to the Company in writing, and within thirty (30) days following the later of (i) the delivery of such demand and (ii) your last day of employment with the Company, repay to the Company the gross amount of the Retention Bonus.

Entire Agreement. This letter agreement forms the complete and exclusive statement of terms between you and the Company relating to your eligibility to receive a retention bonus, and supersedes any other offers, agreements or promises made to you by anyone, whether oral or written, related to the matters addressed herein.

At-Will Employment; No Superseding Effect. This Agreement shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at-will, under which both the Company and you remain free to end the employment relationship for any reason, at any time, with or without Cause or notice. Nothing in this Agreement shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company. This Agreement shall supplement the terms and conditions of your employment with the Company and shall not supersede any prior written agreements relating to the terms of your employment, including your Employment Agreement.

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Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to conflicts of law provisions. Any action, suit or other legal proceeding arising under or relating to any provision of this Agreement shall be commenced only in a court in the Commonwealth of Massachusetts (or, if appropriate, a federal court located therein), and you consent to the jurisdiction of such a court. You hereby irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement.

The Company looks forward to continuing to work closely with you as we move forward. Please sign where indicated below to acknowledge your receipt of this Agreement and your acceptance of all of its terms and conditions.

	Sincerely,

	By:
		Mary Reumuth
		Chief Financial Officer

I acknowledge that I have read, understand and agree with the terms set forth herein:

Please sign Agreement no later than Wednesday, April 9, 2025 at 5 pm EST.

Signature

Date

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