SEC Form SC 13D filed by KALA BIO Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  )*

KALA BIO, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

483119202

(CUSIP Number)

Sasha Keough

c/o SR One Capital Management, LP

985 Old Eagle School Road, Suite 511

Wayne, PA 19087

(410) 800-7503

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 28, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D

This statement relates to the common stock, par value $0.001 per share (“Common Stock”), of KALA BIO, Inc. (the “Issuer”), having its principal executive office at 1167 Massachusetts Avenue, Arlington, MA 02476.

This statement is being filed by:

(a) SR One Capital Fund II Aggregator, LP (“Aggregator”);

(b) SR One Capital Partners II, LP (“Partners II”);

(c) SR One Capital Management, LLC (“Parent”); and

(c) Simeon George, M.D. (“Dr. George”)

Aggregator is directly controlled by its general partner, Partners II. Partners II is directly controlled by its general partner, Parent, and Dr. George controls Parent. Accordingly, each of Partners II, Parent and Dr. George may be deemed to have voting and dispositive power with respect to the Aggregator Shares (as defined below).

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of each Reporting Person for purposes of this filing is: c/o SR One Capital Management, LP, 985 Old Eagle School Road, Suite 511, Wayne, PA 19087.

The principal business of Aggregator is to invest in and assist growth-oriented businesses. The principal business of Partners II is to act as the sole general partner of Aggregator. The principal business of Parent is to act as the sole general partner of Partners II and a number of affiliated partnerships with similar businesses. The principal business of Dr. George is to manage Parent.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Aggregator and Partners II are limited partnerships organized under the laws of the State of Delaware. Parent is a limited liability company organized under the laws of the State of Delaware. Dr. George is a United States citizen.

On June 26, 2024, Aggregator entered into a securities purchase agreement (the “June 2024 Securities Purchase Agreement”) with the Issuer and other investors pursuant to which Aggregator agreed to purchase an aggregate of (i) 443,661 shares of Common Stock at a purchase price of $5.85 per share and (ii) 4,110 shares of Series H convertible non-voting non-redeemable preferred stock, par value $0.001 per

share, of the Issuer (“Series H Preferred”) at a purchase price of $585.00 per share. Each share of Series H Preferred is initially convertible into 100 shares of Common Stock (subject to customary adjustments) at any time at the option of Aggregator, provided Aggregator will be prohibited, subject to certain exceptions, from converting its Series H Preferred for shares of Common Stock to the extent that immediately prior to or following such conversion, Aggregator, together with its affiliates and other attribution parties, would own in excess of 9.99% of the total number of shares of Common Stock of the Issuer then issued and outstanding after giving effect to such conversion, which percentage may be changed at Aggregator’s election to a lower percentage at any time or to a higher percentage not to exceed 19.99% upon 61 days’ notice to the Company (collectively, the “Beneficial Ownership Limitation”). Aggregator may be deemed to own a total of 445,643 shares of Common Stock (the “Aggregator Shares”).

The June 2024 Securities Purchase Agreement contains customary representations, warranties, and agreements by the Issuer, Aggregator, and the other investors party thereto. Pursuant to the June 2024 Securities Purchase Agreement, until the earlier of (i) the date on which less than 5.0% of the shares of the Series H Preferred issued pursuant to the June 2024 Securities Purchase Agreement are outstanding or (ii) the occurrence of a change of control of the Issuer, the Issuer may not, without the prior approval of purchasers holding two-thirds of the shares of Series H Preferred, issue or authorize the issuance of any equity security that is senior or pari passu to the Series H Preferred with respect to liquidation preference. The closing under the June 2024 Securities Purchase Agreement occurred on June 28, 2024.

The working capital of Aggregator is the source of the funds for the purchase of the Aggregator Shares. No part of the purchase price of the Aggregator Shares is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Aggregator Shares.

Aggregator agreed to acquire the Aggregator Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, Aggregator and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

Each Reporting Person disclaims beneficial ownership of the Aggregator Shares other than those shares which such person owns of record.

The percentage of outstanding shares of Common Stock which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 4,458,909 shares of Common Stock reported by the Issuer to be outstanding as of June 26, 2024 on the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 27, 2024.

Aggregator entered into the June 2024 Securities Purchase Agreement and a Registration Rights Agreement on June 26, 2024, in each case, as further described in the Issuer’s Form 8-K filed with the SEC on June 27, 2024, the descriptions of which are incorporated by reference herein.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 8^th day of July, 2024.

This Schedule 13D was executed by Sasha Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.