KALA BIO, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Sales of Unregistered Securities On April 15, 2020, we granted stock options to two new employees to purchase 8,000 shares of our common stock at an exercise price of $9.35 per share. These options were inducement grants made outside of our 2017 Equity Incentive Plan in accordance with Nasdaq Listing Rule 5635 (c)(4) and Section 4(a)(2) of the Securities Act of 1933, as amended. The options have a ten-year term and vest over four years, with 25% of the shares underlying the option award vesting on the one-year anniversary of the applicable employee’s new hire date and the remaining 75% of the shares underlying the award vesting monthly thereafter for three-years. Vesting of the options is subject to the employee’s continued service with our company through the applicable vesting date. We intend to file a registration statement on a Form S-8 to register the sh ares of common stock underlying these options prior to the time at which these options become exercisable. Other than as stated above, we did not sell any shares of our common stock, shares of our preferred stock or warrants to purchase shares of our stock, or restricted stock awards, during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act of 1933, as amended. Use of Proceeds from our Public Offering of Common Stock None. Repurchase of Shares or of Company Equity Securities None. ​ ​ 90 Table of Contents Item 6. Exhibits Exhibit Index ​ ​ ​ ​ ​ EXHIBIT 10.1 - Amended and Restated Sales Agreement, dated May 7, 2020, by and between the Registrant and Jefferies LLC (incorporated by reference to Exhibit 1.2 to the Registrant’s Registration Statement on Form S-3 (File No. 333-238087) filed on May 7, 2020). ​ EXHIBIT 10.2*+ - Fifth Amendment to Exclusive License Agreement, date July 6, 2020, by and between the Johns Hopkins University and the Registrant . ​ EXHIBIT 10.3+ - Form of Employee Restricted Stock Unit Award under 2017 Equity Incentive Plan ​ EXHIBIT 10.4 - 2017 Equity Inventive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38150) filed on June 26, 2020). ​ 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 Mark Iwicki, President and Chief Executive Officer of the Company. ​ ​ ​ 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 Mary Reumuth, Chief Financial Officer of the Company. ​ ​ ​ 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). ​ * Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. + Filed herewith 91 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 PHARMACEUTICALS, INC. ​ ​ Dated: August 6, 2020 By: /s/ Mark Iwicki ​ ​ Mark Iwicki ​ ​ Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) ​ ​ ​ Dated: August 6, 2020 By: /s/ Mary Reumuth ​ ​ Mary Reumuth ​ ​ Chief Financial Officer (Principal Financial and Accounting Officer) ​ ​ ​ 92