KALA BIO, Inc. 10-Q

Item 5. Other Information. Entry into Note Amendment As previously reported, on February 9, 2026, the Company made the Loan in the principal amount of $7.0 million evidenced by the Note to Minglemint in connection with the Company’s determination that a portion of its cash on hand was in excess of its near-term working capital requirements and operational needs. The Loan bears interest at a rate of 8.0% per annum. The Note includes customary event of default provisions, including, but not limited to, for a breach of any representations and warranties or covenants, any bankruptcy or insolvency proceedings of the Borrower, and the failure of the Borrower to pay, upon 15 days’ written notice of default, any principal amount of the Loan or interest due. The Note provides for a default interest rate of 13.0%. As described in the Note, upon the occurrence of certain events of default, the Company may, among other remedies, declare the outstanding balance of the Note including all accrued interest thereon immediately due and payable. On May 11, 2026, the Company and the Borrower entered into the Loan Amendment which added a provision that the Company has the right at any time and from time to time, on no less than 45 days’ notice, to demand repayment of all or any portion of the outstanding principal amount of the Loan, including all accrued and unpaid interest thereon and any other amounts owing under the Note by delivering a Call Notice. The Borrower agrees to repay the amount in the Call Notice, and any amount not timely repaid will accrue interest at the default interest rate of 13.0%. Director and Officer Trading Arrangements None of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report. ​ 30 Table of Contents Item 6. Exhibits Exhibit Index ​ ​ ​ EXHIBIT 3.1 ​ Certificate of Amendment to Restated Certificate of Incorporation, as amended, of KALA BIO, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2026) ​ ​ ​ EXHIBIT 3.2 ​ Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of KALA BIO, Inc (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2026) ​ ​ ​ EXHIBIT 3.3 ​ Certificate of Designations, Preferences and Rights of Series AAA Convertible Non-Redeemable Preferred Stock of KALA BIO, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2026) ​ ​ ​ EXHIBIT 10.1 ​ At the Market Offering Agreement, dated as of January 8, 2026, by and between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2026) ​ ​ ​ EXHIBIT 10.2 ​ Form of Securities Purchase Agreement, dated as of January 30, 2026, by and among the Company and each of the Series AAA Investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2026) ​ ​ ​ EXHIBIT 10.3 ​ Platform Development and Exclusive License Agreement, dated March 3, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2026) ​ ​ ​ EXHIBIT 10.4 ​ Secured Promissory Note, dated as of February 9, 2026, by and between the Company and Minglemint Solutions LLC (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2026) ​ ​ ​ EXHIBIT 10.5 ​ Security Agreement, dated February 9, 2026, by and between the Company and Minglemint Solutions LLC (incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2026) ​ ​ ​ EXHIBIT 10.6 + ​ Note Amending Agreement, dated as of May 11, 2026, by and between the Company and Minglemint Solutions LLC ​ ​ ​ EXHIBIT 31.1+ - Certification of Chief Executive Officer pursuant to Rules 13a-14(a) or 15 d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ EXHIBIT 31.2+ - Certification of Chief Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ EXHIBIT 32.1++ - Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, by Avi Minkowitz Chief Executive Officer. ​ ​ ​ EXHIBIT 32.2++ - Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, by Avi Minkowitz, Chief Financial Officer of the Company. 31 Table of Contents ​ EXHIBIT 101.INS - Inline XBRL Instance Document. (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document) ​ ​ ​ EXHIBIT 101.SCH - Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ EXHIBIT 101.CAL - Inline XBRL Taxonomy Extension Calculation Linkbase Document. ​ ​ ​ EXHIBIT 101.DEF - Inline XBRL Taxonomy Extension Definition Linkbase Document. ​ ​ ​ EXHIBIT 101.LAB - Inline XBRL Taxonomy Extension Label Linkbase Document. ​ ​ ​ EXHIBIT 101.PRE - Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ EXHIBIT 104 - Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). + Filed herewith ++ Furnished herewith ​ 32 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ KALA BIO, Inc. ​ ​ Dated: May 15, 2026 By: /s/ Avi Minkowitz ​ ​ Avi Minkowitz ​ ​ Chief Executive Officer (Principal Executive Officer) ​ ​ ​ Dated: May 15, 2026 By: /s/ Avi Minkowitz ​ ​ Avi Minkowitz ​ ​ Chief Financial Officer (Principal Financial Officer) ​ ​ 33