SEC Form SC 13G filed by Kala Pharmaceuticals Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

(4) See Note (1) Above.

Kala Pharmaceuticals, Inc. (the “Issuer”)

1167 Massachusetts Avenue

Arlington, MA, 02476

This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:

c/o Checkpoint Capital, LP

611 Washington Street

San Francisco, CA 94111

611 Washington Street

San Francisco, CA 94111

c/o Checkpoint Capital, LP

611 Washington Street

San Francisco, CA 94111

Common Stock, $0.001 par value per share (“Common Stock”)

483119202

Not Applicable.

Note 5:

Checkpoint Capital, LP which serves as the investment manager to Checkpoint Capital (Master) Fund, LP ("the Fund"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Fund. Mr. Sam Huang, as Managing Member of Checkpoint Capital LP, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Fund. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Checkpoint Capital, LP and Mr. Sam Huang expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Checkpoint Capital, LP or Mr. Sam Huang are the beneficial owner of any of the securities reported herein.

Note 6:

Based on 2,348,687 outstanding shares of Common Stock as of May 8, 2023 represented in the Issuer's 10-Q filed with the SEC on May 9, 2023.

Not Applicable.

See Note 5 above. The Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.

See Note 5 above.

Not Applicable.

Not Applicable.

Each of the Reporting Persons makes the following certification:

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: June 15, 2023

Checkpoint Capital (Master) Fund, LP

By: Checkpoint Capital (GP), LLC its General Partner

By: /s/ Sam Huang

Name: Sam Huang.

Title: Managing Member

Checkpoint Capital, LP

By: /s/ Sam Huang

Name: Sam Huang

Title: Managing Member

SAM HUANG

By: /s/ Sam Huang

EXHIBIT A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referenced to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the rules thereunder may be filed on each of his, her or its behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k).