KALA BIO, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Sales of Unregistered Securities On May 14, 2021, we granted stock options to one new employee to purchase 27,500 shares of our common stock at an exercise price of $5.06 per share and on June 15, 2021, we granted stock options to five new employees to purchase 64,500 shares of our common stock at an exercise price of $5.70 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. 86 Table of Contents ​ ​ Item 6. Exhibits Exhibit Index ​ ​ EXHIBIT 10.1 † - Loan and Security Agreement, dated May 4, 2021, by and among the Registrant and Oxford Finance LLC, as collateral agent and lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38150) filed on May 5, 2021). ​ ​ ​ EXHIBIT 10.2 † - Exclusive License Agreement, dated November 10, 2009, by and between the Registrant and The Johns Hopkins University, as amended by the First Amendment dated November 19, 2012, the Second Amendment dated May 23, 2014 and the Third Amendment dated August 26, 2014. ​ ​ ​ EXHIBIT 10.3 † - Settlement and License Agreement, dated October 24, 2014, by and between the Registrant and GrayBug, 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 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). ​ + Filed herewith ++ Furnished herewith † Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. 87 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 5, 2021 By: /s/ Mark Iwicki ​ ​ Mark Iwicki ​ ​ Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) ​ ​ ​ Dated: August 5, 2021 By: /s/ Mary Reumuth ​ ​ Mary Reumuth ​ ​ Chief Financial Officer (Principal Financial and Accounting Officer) ​ ​ ​ 88