|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
KALA BIO, Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
(CUSIP Number) |
DAVID E. LAZAR 44, Tower 100, The Towers, Winston Churchill San Francisco Paitilla, Panama City, R1, 07196 646-768-8417 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/20/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Lazar David E. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PORTUGAL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
719,404.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value |
| (b) | Name of Issuer:
KALA BIO, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1167 Massachusetts Avenue, Arlington,
MASSACHUSETTS
, 02476. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended to add the following:
The aggregate purchase price of the 719,404 Shares beneficially owned by the Reporting Person, which consists of Conversion Shares received by the Reporting Person upon the conversion of the Series AA Preferred Stock purchased by the Reporting Person pursuant to the SPA, is $1,308,007. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares beneficially owned by the Reporting Person is based upon 18,589,787 Shares outstanding as of June 9, 2026, as reported in the Form S-3/A filed by the Issuer on June 12, 2026.
As of the close of business on the date hereof, the Reporting Person beneficially owned 719,404 Shares.
Percentage: 3.9% |
| (b) | Item 5(b) is hereby amended and restated as follows:
1. Sole power to vote or direct vote: 719,404
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 719,404
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Item 5(c) is hereby amended to add the following:
The transactions in the Shares by the Reporting Person during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. |
| (e) | As of the close of business on April 24, 2026, the Reporting Person ceased to be the beneficial owner of more than 5% of the outstanding Shares. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
1 Transactions in Securities |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
Exhibit 1
Transactions in the Securities of the Issuer During the Past 60 Days1
David E. Lazar
| Nature of the Transaction |
Amount of Securities Purchased/(Sold) |
Price ($) |
Date of Purchase/Sale | |||
| Sale of Common Stock | (7,142) | 5.5550 | 05/04/2026 | |||
| Sale of Common Stock | (8,000) | 5.6100 | 05/05/2026 | |||
| Sale of Common Stock | (15,000) | 2.6361 | 05/19/2026 | |||
| Sale of Common Stock | (22,500) | 2.6724 | 05/20/2026 | |||
| Sale of Common Stock | (14,287) | 2.5955 | 05/21/2026 | |||
| Sale of Common Stock | (7,218) | 2.2019 | 05/26/2026 | |||
| Sale of Common Stock | (995) | 2.1800 | 05/27/2026 | |||
| Sale of Common Stock | (30,595) | 2.1934 | 06/29/2026 |
1 All share numbers and prices have been adjusted for the 1-for-50 reverse stock split effected by the Issuer on May 8, 2026.