KALA KALA BIO Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  )*

KALA BIO, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

483119202

(CUSIP Number)

Sasha Keough

c/o SR One Capital Management, LP

985 Old Eagle School Road, Suite 511

Wayne, PA 19087

(410) 800-7503

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 28, 2024

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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

This statement relates to the common stock, par value $0.001 per share (“Common Stock”), of KALA BIO, Inc. (the “Issuer”), having its principal executive office at 1167 Massachusetts Avenue, Arlington, MA 02476.

This statement is being filed by:

(a) SR One Capital Fund II Aggregator, LP (“Aggregator”);

(b) SR One Capital Partners II, LP (“Partners II”);

(c) SR One Capital Management, LLC (“Parent”); and

(c) Simeon George, M.D. (“Dr. George”)

Aggregator is directly controlled by its general partner, Partners II. Partners II is directly controlled by its general partner, Parent, and Dr. George controls Parent. Accordingly, each of Partners II, Parent and Dr. George may be deemed to have voting and dispositive power with respect to the Aggregator Shares (as defined below).

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of each Reporting Person for purposes of this filing is: c/o SR One Capital Management, LP, 985 Old Eagle School Road, Suite 511, Wayne, PA 19087.

The principal business of Aggregator is to invest in and assist growth-oriented businesses. The principal business of Partners II is to act as the sole general partner of Aggregator. The principal business of Parent is to act as the sole general partner of Partners II and a number of affiliated partnerships with similar businesses. The principal business of Dr. George is to manage Parent.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Aggregator and Partners II are limited partnerships organized under the laws of the State of Delaware. Parent is a limited liability company organized under the laws of the State of Delaware. Dr. George is a United States citizen.

On June 26, 2024, Aggregator entered into a securities purchase agreement (the “June 2024 Securities Purchase Agreement”) with the Issuer and other investors pursuant to which Aggregator agreed to purchase an aggregate of (i) 443,661 shares of Common Stock at a purchase price of $5.85 per share and (ii) 4,110 shares of Series H convertible non-voting non-redeemable preferred stock, par value $0.001 per

share, of the Issuer (“Series H Preferred”) at a purchase price of $585.00 per share. Each share of Series H Preferred is initially convertible into 100 shares of Common Stock (subject to customary adjustments) at any time at the option of Aggregator, provided Aggregator will be prohibited, subject to certain exceptions, from converting its Series H Preferred for shares of Common Stock to the extent that immediately prior to or following such conversion, Aggregator, together with its affiliates and other attribution parties, would own in excess of 9.99% of the total number of shares of Common Stock of the Issuer then issued and outstanding after giving effect to such conversion, which percentage may be changed at Aggregator’s election to a lower percentage at any time or to a higher percentage not to exceed 19.99% upon 61 days’ notice to the Company (collectively, the “Beneficial Ownership Limitation”). Aggregator may be deemed to own a total of 445,643 shares of Common Stock (the “Aggregator Shares”).

The June 2024 Securities Purchase Agreement contains customary representations, warranties, and agreements by the Issuer, Aggregator, and the other investors party thereto. Pursuant to the June 2024 Securities Purchase Agreement, until the earlier of (i) the date on which less than 5.0% of the shares of the Series H Preferred issued pursuant to the June 2024 Securities Purchase Agreement are outstanding or (ii) the occurrence of a change of control of the Issuer, the Issuer may not, without the prior approval of purchasers holding two-thirds of the shares of Series H Preferred, issue or authorize the issuance of any equity security that is senior or pari passu to the Series H Preferred with respect to liquidation preference. The closing under the June 2024 Securities Purchase Agreement occurred on June 28, 2024.

The working capital of Aggregator is the source of the funds for the purchase of the Aggregator Shares. No part of the purchase price of the Aggregator Shares is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Aggregator Shares.

Aggregator agreed to acquire the Aggregator Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, Aggregator and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

Each Reporting Person disclaims beneficial ownership of the Aggregator Shares other than those shares which such person owns of record.

The percentage of outstanding shares of Common Stock which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 4,458,909 shares of Common Stock reported by the Issuer to be outstanding as of June 26, 2024 on the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 27, 2024.

Aggregator entered into the June 2024 Securities Purchase Agreement and a Registration Rights Agreement on June 26, 2024, in each case, as further described in the Issuer’s Form 8-K filed with the SEC on June 27, 2024, the descriptions of which are incorporated by reference herein.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 8^th day of July, 2024.

This Schedule 13D was executed by Sasha Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of KALA Bio, Inc.

EXECUTED this 8^th day of July 2024.

This Agreement relating to Schedule 13D was executed by Sasha Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

EXHIBIT 2

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Sasha Keough, Karen Narolewski-Engel, James Macadam, and Alexander M. Bowling, and each of them singly, as each of the undersigned’s true and lawful attorneys-in-fact with full power and authority as hereinafter described to:

1. execute for and on behalf of each of the undersigned individual and entities (each, a “Filer” and collectively, the “Filers”) (i) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, (ii) Form 144 in accordance with Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act and the rules thereunder;

2. do and perform any and all acts for and on behalf of each of the Filers which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 (including amendments thereto), Form 144, or Schedule 13D or 13G (including amendments thereto) and timely file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including, but not limited to, executing a Form ID or Update Passphrase request for and on behalf of each of the undersigned and filing such applications with the SEC; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, a Filer, it being understood that the documents executed by such attorney-in-fact on behalf of such Filer pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Each of the Filers hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes a Filer might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all the acts such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. Each of the Filers acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of such Filer, is not assuming any of such Filer’s responsibilities to comply with Sections 13 or 16 of the Exchange Act or Rule 144 under the Securities Act.

This Limited Power of Attorney shall remain in full force and effect until a Filer is no longer required to file Forms 3, 4, and 5 (including amendments thereto), Form 144, and Schedules 13D and 13G (including amendments thereto) with respect to such Filer’s holdings of and transactions in securities, unless earlier revoked by such Filer in a signed writing delivered to each of the foregoing attorneys-in-fact. In addition, at such time as any attorney-in-fact resigns as attorney-in-fact by the execution of a written resignation delivered to each Filer, without any action on the part of the Filers, this Limited Power of Attorney shall be partially revoked solely with respect to such individual; such individual shall cease to be an attorney-in-fact under this Limited Power of Attorney; and the authority of the other attorneys-in-fact then existing hereunder shall remain in full force and effect.

[Signature page follows]

IN WITNESS WHEREOF, each of the undersigned has caused this Limited Power of Attorney to be executed as of this 12th day of December, 2022.