Business Context and Reporting Period
This Form 8-K filing by KALA BIO, Inc. (KALA) reports corporate governance changes effective August 29, 2025. The Company is a biopharmaceutical entity incorporated in Delaware and listed on the Nasdaq Capital Market.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and appointment details.
Material Changes
- Executive Appointment: Todd Bazemore was appointed Chief Executive Officer (CEO) effective August 29, 2025, transitioning from his role as Interim CEO.
- Role Adjustments: Mr. Bazemore continues as President and ceased serving as Chief Operating Officer.
- Board Election: Mr. Bazemore was elected as a Class II director to serve until the 2025 Annual Meeting of Stockholders.
Compensation, Outlook, and Risks
Compensatory Arrangements
The Company entered into a Second Amendment to Mr. Bazemore's offer letter with the following terms:
- Base Salary: Annualized base salary of $655,000.
- Annual Incentive: Target bonus of 60.0% of the annualized base salary.
- Change of Control Severance: If terminated without Cause or for Good Reason within 24 months of a Change of Control, Mr. Bazemore is entitled to:
- 24 months of base salary.
- Unpaid prior year bonus and pro-rated current year bonus.
- 200% of the target bonus for the year of termination.
- 24 months of COBRA premiums and outplacement services.
- Equity Grant: A stock option to purchase 180,000 shares of Common Stock at the closing price on the Effective Date. The option vests monthly over four years (1/48th per month).
Outlook and Risks
The filing does not provide specific business outlook, guidance, or risk factors beyond the standard disclosure that the compensation description is qualified by the full text of the attached Offer Letter Amendment.
Investor Verification Checklist
- Verify the exact closing price of KALA stock on August 29, 2025, to determine the exercise price of the 180,000 share option grant.
- Review the full text of Exhibit 10.1 (Second Amendment to Offer Letter) for complete definitions of "Cause," "Good Reason," and "Change of Control."
- Confirm the vesting schedule status of any prior equity awards held by Mr. Bazemore, as the filing notes non-Change of Control severance terms remain unchanged.
- Monitor the Company's upcoming 2025 Annual Meeting of Stockholders for the ratification of Mr. Bazemore's directorship.