KALA BIO, Inc._March 31, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-38150

KALA BIO, Inc.

(Exact name of registrant as specified in its charter)


Delaware	27-0604595
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)


1167 Massachusetts Avenue
Arlington, MA	02476
(Address of principal executive offices)	(Zip Code)

(781) 996-5252

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Common Stock, $0.001 par value per share

Trading symbol(s)

KALA

Name of each exchange on which registered

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 18,589,832 shares of Common Stock, $0.001 par value per share, outstanding as of May 14, 2026.

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TABLE OF CONTENTS


			Page
PART I – FINANCIAL INFORMATION			5

Item 1.	Financial Statements (Unaudited)		5

	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025		5

	Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025		6

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025		7

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025		8

	Notes to Condensed Consolidated Financial Statements		9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		29

Item 4.	Controls and Procedures		29

PART II – OTHER INFORMATION			29

Item 1.	Legal Proceedings		29

Item 1A.	Risk Factors		29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		30

Item 3.	Defaults Upon Senior Securities		30

Item 4.	Mine Safety Disclosures		30

Item 5.	Other Information		30

Item 6.	Exhibits		31

SIGNATURES			33

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

The forward-looking statements in this Quarterly Report on Form 10-Q include, among other things, statements about:

●

our plans and expectations regarding our pursuit of strategic options;

●

our ability to obtain additional financing;

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our ability to monetize our assets;

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our ability to continue as a going concern;

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our ability to regain and maintain compliance with the Nasdaq listing standards;

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our ability to retain our remaining employees, consultants, advisors;

●

our ability to resume research and development activities for our MSC-S platform if we were to execute a strategic transaction or obtain significant additional funding, and our ability to develop and commercialize the Researgency agentic AI research platform;

●

if we were to resume research and development activities, development efforts for KPI-012 and KPI-014 for potential ocular diseases;

●

our ability to identify additional products, product candidates or technologies with significant commercial potential that are consistent with our commercial objectives;

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our plans and goals with respect to the AI platform business and the deployment of the Researgency agentic AI research platform, including the development of commercial arrangements with customers in the biotechnology and pharmaceutical industries;

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if we were to resume research and development activities, the rate and degree of market acceptance and clinical utility of our product candidates and our estimates regarding the market opportunity for our product candidates, if approved;

●

our expectations regarding our ability to fund our operating expenses, lease and capital expenditure requirements with our cash on hand;

●

our intellectual property position;

●

our estimates regarding expenses, future revenue, timing of any future revenue, capital requirements and needs for additional financing;

●

the impact of government laws and regulations;

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●

our competitive position;

●

developments relating to our competitors and our industry;

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our business and business relationships; and

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the potential impact of global economic and geopolitical developments on our business, operations, strategy and goals.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. These statements may be found under the section of our Annual Report on Form 10-K for the year ended December 31, 2025 (as filed with the Securities and Exchange Commission (“SEC”) on April 15, 2026) entitled “Risk Factors” as well as in our other public filings. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

This Quarterly Report on Form 10-Q may include statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by us and third parties as well as our estimates of potential market opportunities. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our estimates of the potential market opportunity for the Researgency agentic AI research platform and KPI-012 include several key assumptions based on our industry knowledge, industry publications, third-party research and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

KALA BIO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share amounts)


	March 31,		December 31,
	2026		2025
Assets
Current assets:
Cash and cash equivalents	$	1,764	$	7,557
Short-term investments		7,000		—
Prepaid expenses and other current assets		3,554		1,933
Total current assets		12,318		9,490
Total assets	$	12,318	$	9,490
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	1,044	$	986
Accrued expenses and other current liabilities		513		1,508
Total current liabilities		1,557		2,494
Total liabilities		1,557		2,494
Commitments and Contingencies (Note 14)
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized as of March 31, 2026; 0 and 9,278 shares of Series E Convertible Non-Redeemable Preferred Stock issued and outstanding as of March 31, 2026 and December 31, 2025, 0 and 2,928 shares of Series F Convertible Non-Redeemable Preferred Stock issued and outstanding as of March 31, 2026 and December 31, 2025, 0 and 10,901 shares of Series G Convertible Non-Redeemable Preferred Stock issued and outstanding as of March 31, 2026 and December 31, 2025, 0 and 2,299 shares of Series H Convertible Non-Redeemable Preferred Stock issued and outstanding as of March 31, 2026 and December 31, 2025, 681,818 and 900,000 shares of Series AA Convertible Non-Redeemable Preferred Stock issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		1		1
Common stock, $0.001 par value; 1,500,000,000 and 120,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 18,589,832 and 556,995 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively *		19		1
Additional paid-in capital		707,262		701,894
Accumulated deficit		(696,521)		(694,900)
Total stockholders' equity		10,761		6,996
Total liabilities and stockholders' equity	$	12,318	$	9,490



* On May 8, 2026, the Company completed a 1-for-50 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every fifty (50) shares of common stock issued and outstanding immediately prior to May 8, 2026 were converted into one share of common stock, without any change in the par value per share. No fractional shares was issued as a result of the Reverse Stock Split. Stockholders that would hold fractional shares as a result of the Reverse Stock Split are entitled to receive a cash payment in lieu of said fractional shares based on the closing price on the Nasdaq Capital Market on May 7, 2026. The Reverse Stock Split reduced the number of shares of Common Stock outstanding from 929,491,578 shares to approximately 18,589,832 shares. All references to number of shares, and to per share information in the this condensed consolidated financial statements have been retroactively adjusted.

See accompanying notes to these unaudited condensed consolidated financial statements.

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KALA BIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

(In thousands, except share and per share amounts)


	Three Months Ended
	March 31,
	2026			2025


Costs and expenses:
General and administrative	$	1,741		$	4,593
Research and development		61			6,055
Loss on fair value remeasurement of contingent consideration		—			21
Total costs and expenses		1,802			10,669
Loss from operations		(1,802)			(10,669)
Other income (expense):
Interest income		74			463
Interest expense		—			(1,091)
Grant income		—			2,350
Other income (expense), net

SEC Form 10-Q filed by KALA BIO Inc.