KALA BIO, Inc.
19.70%
1,201,894
1479419
483119202
Dec 28, 2024
Dec 31, 2024, 04:18 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Baker Bros. Advisors LP | Investment Adviser | 19.70% | 1,201,894 | 1,201,894 | 0 |
| Baker Bros. Advisors (GP) LLC | Holding Company | 19.70% | 1,201,894 | 1,201,894 | 0 |
| Julian C. Baker | Individual | 19.70% | 1,201,894 | 1,201,894 | 0 |
| Felix J. Baker | Individual | 19.70% | 1,201,894 | 1,201,894 | 0 |
Disclosure Items (6)
Common Stock, $0.001 par value per share
KALA BIO, Inc.
1167 Massachusetts Avenue, Arlington, MA, 02476
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 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).