KALA Bio Stockholders Elect Directors, Approve 1.5B Share Increase and Potential Reverse Split

KALA BIO (NASDAQ:KALA) held its 2025 annual meeting of stockholders in a virtual format, with Chief Executive Officer David Lazar presiding. Lazar, who also serves as the company’s director, chief financial officer, chief operating officer, and president, said he had been advised that a quorum was present and called the meeting to order.

Lazar outlined meeting procedures, including how stockholders could view the agenda and rules and submit questions through the online portal. He also stated that an affidavit confirmed the proxy statement and proxy card were made available to stockholders of record on or about December 30, 2025, and that notice of the meeting was first mailed on December 30, 2025. Matthew McMurdo served as the inspector of election.

Seven proposals presented to stockholders

The company presented seven agenda items for consideration, with details previously provided in the proxy statement. Lazar said the polls were opened for electronic voting and noted that stockholders who had already submitted proxies did not need to vote again unless they wished to change their vote. He added that final voting results would be disclosed in a Form 8-K the company expected to file with the Securities and Exchange Commission on or before February 5.

• Proposal 1: Election of three Class II directors: Mark Iwicki, Todd Bazemore, and David Lazar, to serve until the company’s 2028 annual meeting (and until successors are elected and qualified, or earlier death, resignation, or removal).
• Proposal 2: Non-binding advisory vote to approve compensation of the company’s named executive officers as disclosed under Item 402 of Regulation S-K.
• Proposal 3: Ratification of HCL International LLC as independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Proposal 4: Authorization, to comply with Nasdaq Listing Rule 5635(b), of the issuance of common stock upon conversion of Series AA and Series AAA convertible preferred stock.
• Proposal 5: Amendment to the certificate of incorporation to increase authorized common stock from 125 million shares to 1.5 billion shares.
• Proposal 6: Authorization for the board to effect a reverse stock split at a ratio between 1-for-2 and 1-for-100, at a time determined by the board in its sole discretion.
• Proposal 7: Approval to adjourn or postpone the annual meeting if necessary to continue soliciting votes on the proposals.

For each of the first six proposals, Lazar said the board recommended a vote in favor. For the seventh proposal, he said the board recommended approval “if necessary.”

Preliminary results: directors elected and key proposals approved

After noting there were no questions submitted through the portal on the proposals, Lazar closed the polls and reported preliminary voting results provided by the inspector of election.

According to the preliminary count:

• Proposal 1: Each director nominee received a plurality of votes cast and was elected.
• Proposal 2: Stockholders approved the advisory vote on named executive officer compensation by a majority of votes cast.
• Proposal 3: Stockholders ratified HCL International LLC as the company’s independent registered public accounting firm for 2025 by a majority of votes cast.
• Proposal 4: Stockholders approved the authorization for the issuance of common stock upon conversion of Series AA and Series AAA convertible preferred stock by a majority of votes cast.
• Proposal 5: Stockholders approved increasing authorized common stock from 125 million to 1.5 billion shares by a majority of votes cast.
• Proposal 6: Stockholders approved authorizing the board to implement a reverse stock split within the specified range by a majority of votes cast.

Adjournment proposal not needed; meeting concluded without questions

Lazar said adjournment was not necessary, so no action was required on Proposal 7. He then adjourned the business portion of the meeting and opened the floor for stockholder questions and comments. No questions were raised via the portal, and Lazar thanked participants before formally ending the meeting.

About KALA BIO (NASDAQ:KALA)

KALA Bio (NASDAQ: KALA) is a commercial-stage biopharmaceutical company focused on the development and commercialization of novel therapies for ocular diseases. The company’s proprietary surface charge–based nanoparticle delivery platform is designed to enhance penetration and retention of therapeutic agents on the ocular surface. This technology is the basis for its lead product, Eysuvis (KPI-121 1.0%), an FDA-approved topical corticosteroid for short-term relief of ocular itching associated with allergic conjunctivitis.

Beyond its approved therapy, KALA Bio is advancing a pipeline of investigational drug candidates targeting inflammatory and degenerative eye conditions.