Amendment: SEC Form SCHEDULE 13D/A filed by KALA BIO Inc.

Item 3 of Schedule 13D is supplemented and amended, as the case may be, as follows: The disclosure in Item 4 below is incorporated herein by reference. The Reporting Persons may in the ordinary course of business hold securities in margin accounts maintained for the Funds with prime brokers, which extend margin credit as and when required, subject to applicable margin regulations, stock exchange rules and such firms' credit policies. Positions in securities may be pledged as collateral security for the repayment of debit balances in such accounts.

Item 4 of Schedule 13D is supplemented and amended, as the case may be, as follows: The disclosure in Item 3 and in Item 6 below is incorporated herein by reference. December 2024 Securities Purchase Agreement On December 29, 2024, the Issuer entered into a securities purchase agreement (the "December 2024 Securities Purchase Agreement") with the Funds and other investors pursuant to which the Issuer agreed to sell and such investors agreed to purchase (the "Offering") an aggregate of (i) 3,286 shares of Series I Preferred at a price of $644.00 per share and (ii) 1,340,603 shares of Common Stock of the Issuer at a price of $6.44 per share. The Offering closed on December 31, 2024. The December 2024 Securities Purchase Agreement contains customary representations, warranties, and agreements by the Issuer and the Funds. Pursuant to the December 2024 Securities Purchase Agreement, 667 and Life Sciences purchased in the Offering 30,620 and 279,939 shares of Common Stock, respectively, totaling 310,559 shares of Common Stock in the aggregate. The foregoing description of the December 2024 Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the December 2024 Securities Purchase Agreement, which is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference. The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons' continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors (the "Board") and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual interest with the Issuer's Board, management and other investors, and other items in subparagraphs (a) through (j) of Item 4 Schedule 13D. Depending upon their assessments of the above factors, the Reporting Persons or their affiliates may change their present intentions as stated above. The Reporting Persons are likely to do one or more of the following: advise the Board and management on strategic matters, attempt to influence the strategy of the Issuer, and make suggestions to the management of the Issuer regarding financings and other operations of the Issuer. Additionally, the Reporting Persons may acquire additional securities of the Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, conversion of Series E Preferred (as defined in Item 5), Series F Preferred (as defined in Item 5), Series G Preferred (as defined in Item 5), Series H Preferred (as defined in Item 5) or otherwise) or dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control.

Item 5 of Schedule 13D is supplemented and amended, as the case may be, as follows: The disclosure in Item 4 is incorporated by reference herein. (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The percentage of beneficial ownership for each of the Reporting Persons reported herein is based on 6,091,182 shares of Common Stock outstanding as of December 31, 2024 after the close of the Offering (as defined in Item 4), according to information obtained from the Issuer on December 29, 2024.Set forth below is the aggregate number of shares of Common Stock directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as shares of Common Stock that may be acquired upon conversion of Series E non-voting convertible non-redeemable preferred stock ("Series E Preferred") of the Issuer convertible at any time on a 1-to-100 basis without additional consideration into Common Stock subject to the limitations on conversion described below, Series F non-voting convertible non-redeemable preferred stock ("Series F Preferred") of the Issuer convertible at any time on a 1-to-100 basis without additional consideration into Common Stock subject to the limitations on conversion described below, Series G non-voting convertible non-redeemable preferred stock ("Series G Preferred") of the Issuer convertible at any time on a 1-to-100 basis without additional consideration into Common Stock subject to the limitations on conversion described below, and Series H non-voting convertible non-redeemable preferred stock ("Series H Preferred") of the Issuer convertible at any time on a 1-to-100 basis without additional consideration into Common Stock, subject to the limitations on conversion described below.

667, L.P. is a direct holder of 118,496 shares of Common Stock, 5,053 Series E Preferred, 289 Series F Preferred, 1,075 Series G Preferred and 226 Series H Preferred. Baker Brothers Life Sciences, L.P. is a direct holder of 1,083,398 shares of Common Stock, 46,193 Series E Preferred, 2,639 Series F Preferred, 9,826 Series G Preferred and 2,073 Series H Preferred. The Series E Preferred, Series F Preferred, Series G Preferred and Series H Preferred (collectively the "Convertible Preferred") are only convertible to the extent that after giving effect or immediately prior to such conversion the holders thereof and their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Common Stock of the Issuer (the "Beneficial Ownership Limitation"). As a result of the Beneficial Ownership Limitation, the number of shares of Common Stock that may be issued upon conversion of the shares of the Convertible Preferred by the above holders may change depending upon changes in the outstanding shares of Common Stock. By notice to the Issuer, the Funds may increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. Due to the Beneficial Ownership Limitation, the Funds cannot presently convert any shares of Convertible Preferred. The foregoing description of the Series E Preferred does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, Preferences and Rights of Series E Convertible Non-Redeemable Preferred Stock of the Issuer, a copy of which was filed as Exhibit 3.1 to the Issuer's Form 8-K filed with the SEC on November 28, 2022, and is incorporated herein by reference. The foregoing description of the Series F Preferred does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, Preferences and Rights of Series F Convertible Non-Redeemable Preferred Stock of the Issuer, a copy of which was filed as Exhibit 3.1 to the Issuer's Form 8-K filed with the SEC on December 22, 2023, and is incorporated herein by reference. The foregoing description of the Series G Preferred does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, Preferences and Rights of Series G Convertible Non-Redeemable Preferred Stock of the Issuer, a copy of which was filed as Exhibit 3.1 to the Issuer's Form 8-K filed with the SEC on March 26, 2024, and is incorporated herein by reference. The foregoing description of the Series H Preferred does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, Preferences and Rights of Series H Convertible Non-Redeemable Preferred Stock of the Issuer, a copy of which was filed as Exhibit 3.1 to the Issuer's Form 8-K filed with the SEC on June 27, 2024, and is incorporated herein by reference.

Except as disclosed herein the Reporting Persons or their affiliates have not effected any transactions in securities of the Issuer during the past 60 days.

Certain securities of the Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Biotech Capital (GP), LLC. Certain securities of the Issuer are held directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Brothers Life Sciences Capital (GP), LLC.

Not applicable.

The disclosure in Item 4 is incorporated herein by reference. The December 2024 Securities Purchase Agreement is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference.

99.1 Securities Purchase Agreement by and among KALA BIO, Inc., 667, L.P., Baker Brothers Life Sciences, L.P, and other investors named therein, dated as of December 29, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on December 30, 2024).