KPRX 8-K
Kiora Pharmaceuticals Inc (KPRX)
8-K
2026-09-08
For: 2026-09-08
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September 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 8, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||
(858 ) 224-9600
(Registrant’s telephone number, including area code)
(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:
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: | ||||||||||||
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 September 8, 2026 (the “Effective Date”), Kiora Pharmaceuticals Inc. (the “Company”) appointed Keith Lane as Executive Vice President, Head of Clinical Development and Regulatory Affairs of the Company, effective as of the Effective Date.
Mr. Lane, age 45, previously served as Chief Scientific Officer (“CSO”) for Ora, Inc. (“Ora”), an ophthalmology-focused clinical research organization, from September 2025 to July 2026. Prior to his CSO role, while still at Ora, he served as Senior Vice President and Therapeutic Area Head-Posterior Segment from October 2019 to September 2025, as well as various other roles since joining their company in August 2003. During his tenure, he oversaw clinical operations and regulatory strategy for more than 60 ophthalmic trials, including 12 global Phase 3 pivotal studies that supported three new drug application submissions and one biologics license application submission. His experience spans small molecules, biologics, gene therapies and cell therapies across retinal disease, inherited retinal disease, glaucoma, optic neuropathies and inflammatory eye conditions.
In connection with Mr. Lane’s appointment as Executive Vice President, Head of Clinical Development and Regulatory Affairs, the Company entered into an Offer Letter (the “Offer Letter”) with Mr. Lane on June 22, 2026 and effective as of the Effective Date. Pursuant to the Offer Letter, Mr. Lane will receive an annual base salary of $350,000, a sign-on bonus of $75,000, and he is entitled to receive a performance bonus with a target of up to 35% of his annual base salary for the applicable fiscal year. Additionally, subject to the approval of the Compensation Committee of the Company’s Board of Directors and issuance under the Company’s 2024 Equity Incentive Plan, the Company will grant Mr. Lane an option to purchase up to 55,000 shares of the Company’s common stock (the “Option”). The Option will vest with respect to one-third of the underlying shares on the one-year anniversary of the grant date, and thereafter will vest in equal monthly installments over a two-year period.
There is no family relationship between Mr. Lane and any director or executive officer of the Company. There are no transactions between Mr. Lane and the Company that would be required to be reported under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
The foregoing summary of the material terms of the Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full and complete terms of the Offer Letter, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On September 8, 2026, the Company issued a press release announcing the hiring of Mr. Lane, a copy of which is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Title | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
# Management contract or compensatory plan or arrangement.
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 thereunto duly authorized.
| KIORA PHARMACEUTICALS, INC. | ||||||||
| By: | /s/ Melissa Tosca | |||||||
| Melissa Tosca | ||||||||
Chief Financial Officer | ||||||||
| (Principal financial and accounting officer) | ||||||||
| Date: September 8, 2026 | ||||||||
June 17, 2026
Keith Lane
Dear Keith:
Kiara Pharmaceuticals, Inc. (the "Company'') is pleased to offer you employment with a start date of September 1, 2026 (the "Start Date"). Your role shall be to serve as Executive Vice President, Head of Clinical Development and Regulatory Affairs of the Company. This letter is intended to summarize some of the terms of your employment. We refer you to the policies, plans and practices of the Company for more details on the terms and conditions of your employment.
Your employment is considered "at will"; both you and the Company have the right to terminate your employment at any time for any reason. This letter does not constitute, and shall not be construed as, creating a contract or promise of employment for any set period of time.
You will report to Brian Strem, the CEO of the Company; and as the principal clinical development executive, be responsible for all tasks attendant to the role of Executive Vice President, Head of Clinical Development and Regulatory Affairs of a specialty pharmaceutical company. While you may perform duties remotely, you understand that regular in-person participation is an essential component of the role. You will be required to travel as reasonably necessary to fulfill the responsibilities of the position, including regular travel to the Company's headquarters and other locations as directed by the Company. The timing, frequency, and duration of travel will be determined by the Company based on business needs and may increase from time to time.
Your starting base salary as a full-time, exempt employee is expected to be $13,461.54 every two weeks (which annualizes to $350,000), less applicable withholdings and deductions, payable in accordance with the Company's standard payroll practices (the "Base Salary''). In addition, you will be eligible to earn a discretionary annual incentive bonus based on goals set by the Company in its discretion after your Start Date, with an annual target at the Company's discretion of up to thirty-five percent (35%) of your Base Salary (the "Annual Bonus").
As an additional incentive to join the Company, you will receive a one-time signing bonus in the gross amount of $75,000.00, less applicable taxes and withholdings, payable in your first regular payroll cycle following your Start Date (the "Sign-on Bonus"). This Sign-on Bonus is subject to a twelve (12) month repayment obligation. Should you voluntarily resign from your employment, or should your employment be terminated by the Company for cause, at any time within twelve (12) months of your start date, you agree to repay the full gross amount of the Sign-on Bonus to the Company. Repayment shall be due within thirty (30) days of your last day of employment, and you authorize the Company, to the extent permitted by applicable law, to deduct all or a portion of the outstanding amount from your final paycheck or any other compensation owed to you. This repayment obligation does not apply if your employment ends due to termination by the Company without cause. For purposes of this letter, "cause" shall mean (i) willful failure to perform your duties (other than any such failure resulting from incapacity due to physical or mental illness or any protected reason under federal, state, or local law), (ii) willful failure to comply with any valid directive of the CEO or the Board of Directors, (iii) engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, materially injurious to the Company or its affiliates, (iv) embezzlement, misappropriation, or fraud, whether or not related to your employment with the Company, (v) conviction or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, subject to applicable law, (vi) material violation of the Company's written policies or codes of conduct, or (vii) material breach of any material obligation of yours under this letter or any other written agreement between you and the Company.
In addition to the Base Salary and Annual Bonus opportunity, subject to approval by the Compensation Committee of the Board of Directors, you will be granted Incentive Stock Options to purchase 55,000
shares of the Company's common stock (the "Options"), effective upon the date of the next meeting of such Committee after your Start Date (the "Grant Date").
The Options will vest based on your continued employment with the Company as follows: (a) one-third (1/3) of the Options shall vest on the first anniversary of the Grant Date and (b) thereafter, one twenty-fourth (1/24) of the remaining Options shall vest on the last day of each of the twenty-four (24) consecutive months commencing with the month next following the first anniversary of the Grant Date. The Options shall, in all events, be subject to the terms of the Company's 2024 Equity Incentive Plan, as amended (the "Plan").
You will also be eligible to participate in fringe benefit plans as may be generally available to other Company employees as in effect from time to time. Policies applicable to other employees of the Company shall also be applicable to you. Initially, this will include eligibility to participate in the Company's group health plan, reimbursement for Company approved travel (in accordance with the Company's expense reimbursement policies), and flexible time off (in accordance with the Company's vacation policies).
Employment with the Company is contingent on verification of eligibility to work and completion of a background check. Due to the Immigration Reform and Control Act of 1986, all employees hired after November 6, 1986, must provide verification of employment eligibility prior to commencement of employment. We will need you to provide proper identification and complete required documentation within the first three (3) days of work so that we can verify your employment eligibility. Your employment is also contingent on your execution of the Company's standard Employee Nondisclosure, Non-solicitation and Inventions Agreement, a copy of which is attached for your review and signature. Please sign and return the Employee Nondisclosure, Non-solicitation and Inventions Agreement on or before your Start Date.
Additionally, you represent that you are not subject to and will not be subject to any agreements, restrictions or obligations, including any noncompetition agreements or restrictions or any nondisclosure or confidentiality agreement or restrictions, which prevent you from performing (or in any other way adversely impact your ability to perform), your employment duties on behalf of the Company. Whether or not you are bound by the terms of any such agreements, you agree that during your employment with the Company, you will not disclose or use, or induce anyone at the Company to use, any confidential, proprietary or trade secret information or material belonging to any former employer or other person or entity.
The terms set forth herein shall not be modified except pursuant to a written agreement signed by both parties. This letter is governed by Massachusetts law.
We look forward to your contributions towards the growth of the Company.
Sincerely,
Kiora Pharmaceuticals, Inc.
/s/ Brian M. Strem
By: Brian Strem, Chief Executive Officer
Date: June 17, 2026
Receipt acknowledged:
/s/ Keith Lane
By: Keith Lane
Date: June 22 2026
Exhibit 99.1
Kiora Pharmaceuticals Appoints Keith J. Lane as Executive Vice President of Global Clinical Development and Regulatory Affairs
Clinical development executive brings over 20 years of ophthalmology experience supporting U.S. and global clinical trials to support the advancement of Kiora’s pipeline and new asset opportunities
ENCINITAS, CA -- September 8, 2026 -- Kiora Pharmaceuticals, Inc. (NASDAQ: KPRX) (“Kiora” or the “Company”) today announced the appointment of Keith J. Lane, MBA, as Executive Vice President of Clinical Development and Regulatory Affairs. Mr. Lane has over 20 years of experience in ophthalmic drug development, clinical development and operations and regulatory strategy across Phase 1 through Phase 4 clinical trials.
“Keith has substantial experience supporting U.S. and global clinical programs across retinal diseases, optic neuropathies and other ophthalmic indications,” said Brian M. Strem, Ph.D., President and Chief Executive Officer of Kiora. “He brings the ability to connect clinical strategy with trial execution, to assess therapeutic activity, support regulatory approval, and generate evidence-driven data to drive physician adoption and payer coverage. Keith has built a vast network of ophthalmic KOLs who can potentially add further value to Kiora’s pipeline. His responsibilities will encompass U.S. and global clinical development and registration studies for our current pipeline, supporting KIO-301 for retinitis pigmentosa and other inherited retinal diseases, as needed by our partners, and helping advance potential future pipeline assets.”
Mr. Lane joins Kiora from Ora, Inc., an ophthalmology-focused clinical research organization, where he most recently served as the Chief Scientific Officer. During his tenure, he oversaw clinical operations and regulatory strategy for more than 60 ophthalmic trials, including 12 global Phase 3 pivotal studies that supported three new drug application submissions and one biologics license application submission. His experience spans small molecules, biologics, gene therapies and cell therapies across retinal disease, inherited retinal disease, glaucoma, optic neuropathies and inflammatory eye conditions.
“I was attracted to Kiora by its science, its team and its strategy of developing small molecules that target novel biological pathways,” Mr. Lane said. “This approach could provide new ways to treat or prevent vision loss caused by progressive degenerative and acute, vision-threatening retinal diseases. Kiora’s commitment to addressing rare and broader-market diseases with limited or no treatment options aligns closely with my personal motivation to help bring meaningful therapies to patients in need.”
Mr. Lane earned an MBA in health sector management, with honors, from Boston University’s Questrom School of Business and a Bachelor of Science from Bates College.
About Kiora Pharmaceuticals
Kiora Pharmaceuticals is a clinical-stage biotechnology company developing therapies for retinal disease. The Company targets critical pathways underlying retinal diseases using small molecules designed to slow, stop or restore vision loss. KIO-301 is being developed initially for retinitis pigmentosa, with potential expansion into choroideremia and Stargardt disease. KIO-104 is being developed for macular edema associated with retinal inflammation.
In addition to news releases and SEC filings, Kiora posts information on its website, www.kiorapharma.com, and social media accounts that could be relevant to investors. Investors are encouraged to follow Kiora on X and LinkedIn and subscribe to email alerts.
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