KALA BIO, Inc.
5.18%
49,500,000
1479419
483119202
Jan 29, 2026
Feb 6, 2026, 04:14 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| David E. Lazar | Individual | 5.18% | 49,500,000 | 49,500,000 | 0 |
Disclosure Items (7)
Common Stock, $0.001 par value
KALA BIO, Inc.
1167 Massachusetts Avenue, Arlington, MA, 02476
This statement is filed by David Elliot Lazar (the "Reporting Person").
The principal business address of the Reporting Person is 44, Tower 100, The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196.
The Reporting Person is a private investor.
The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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.
The Reporting Person is a citizen of Portugal and Israel.
As described further in Item 6 below, on November 23, 2025, the Issuer entered into a securities purchase agreement (the "SPA") with the Reporting Person, pursuant to which the Reporting Person agreed to acquire from the Issuer (i) an aggregate of 900,000 shares of Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Stock") convertible into an aggregate of 49.5 million shares (the "Conversion Shares") of the Issuer's common stock for $1.8 million and (ii) an aggregate of 2,100,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Stock"). On December 11, 2025, the Reporting Person transferred his rights and obligations under the SPA solely with respect to the Series AAA Preferred Stock to a private investor.
The aggregate percentage of Shares beneficially owned by the Reporting Person is based upon 954,749,725 Shares outstanding as of February 6, 2026, based upon information provided by the Issuer. As of the close of business on February 6, 2026, the Reporting Person beneficially owned 49,500,000 Shares. Percentage: Approximately 5.18%
1. Sole power to vote or direct vote: 49,500,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 49,500,000 4. Shared power to dispose or direct the disposition: 0
The transactions in the Shares by the Reporting Person during the past sixty days are set forth in more detail in Item 6.
No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
Not applicable.
On November 23, 2025, the Issuer entered into the SPA with the Reporting Person, pursuant to which the Reporting Person agreed to acquire from the Issuer (i) an aggregate of 900,000 shares of Series AA Convertible Non-Redeemable Preferred Stock convertible into an aggregate of 49.5 million shares (the "Conversion Shares") of the Issuer's common stock for $1.8 million and (ii) an aggregate of 2,100,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Stock"). On December 11, 2025, the Reporting Person transferred his rights and obligations under the SPA solely with respect to the Series AAA Preferred Stock to a private investor. Simultaneous to entering into the SPA, the Reporting Person purchased 900,000 shares of Series AA Preferred Stock from the Issuer at a price of $2.00 per share for aggregate gross proceeds to the Issuer of $1.8 million. The Series AA Preferred Stock became convertible following the Stockholder Meeting, at which the Issuer's stockholders approved, among other things, a) an increase in the Issuer's authorized common stock to enable the Issuer to issue all of the Shares that are issuable upon the conversion of the Series AA Preferred Stock and b) the conversion of the Series AA Preferred Stock into Shares in accordance with the listing rules of The Nasdaq Stock Market, LLC (the "Stockholder Approval"). Following the Stockholder Approval, each share of Series AA Preferred Stock became convertible into 55 Shares per share of Series AA Preferred Stock, or an aggregate of 49.5 million Shares. The Series AA Preferred Stock has full ratchet protection in any subsequent offerings. Pursuant to the SPA, the Reporting Person has the right to assign and transfer the Series AA Preferred Stock and the Conversion Shares and/or his right to acquire such securities (collectively, the "Securities Purchase Rights"), or the option to sell the Securities Purchase Rights, subject to the Reporting Person and the transferee satisfying certain requirements under to the SPA. The SPA contains customary representations, warranties and agreements of the Issuer and the Reporting Person, limitations, and conditions regarding sales of the Issuer's common stock, indemnification rights and other obligations of the parties. Furthermore, the SPA contains certain covenants that the Issuer is obligated to comply with, such as holding a special meeting of stockholders for purposes of obtaining the Stockholder Approval and electing certain directors to the Issuer's board of directors. Furthermore, the Issuer and Reporting Person agree to be bound by certain covenants pursuant to the SPA, as more fully set forth therein. The Issuer also granted the Reporting Person a right to participate in subsequent financing transactions where the Issuer issues common stock or common stock equivalents for cash consideration, indebtedness or a combination thereof. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the SPA, which is filed as an exhibit to this Schedule 13D, and is incorporated by reference herein. Except as described in this Item 6, the Reporting Person does not have any other contracts, arrangements, understandings or relationships with respect to the Issuer's securities.
99.1 Securities Purchase Agreement, dated as of November 23, 2025, by and between the Issuer and David Lazar (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by KALA BIO, Inc. on November 25, 2025). https://www.sec.gov/Archives/edgar/data/1479419/000182912625009432/kalabio_ex10-1.htm