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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2023

Kala Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38150

27-0604595

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

1167 Massachusetts Avenue

Arlington, MA 02476

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 996-5252

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading symbol(s)

   

Name of each exchange on which registered

Common Stock, $0.001 par value per share

KALA

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Special Meeting of Stockholders (the “Special Meeting”) of Kala Pharmaceuticals, Inc. (the “Company”) held on April 24, 2023, the Company’s stockholders voted on the following proposals:

1.The Company’s stockholders approved the one-time exchange of stock options issued under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan, the Company’s 2017 Equity Incentive Plan, and inducement awards granted to certain newly hired employees in accordance with Nasdaq Listing Rule 5635(c)(4) that are held by executive officers, other employees, and non-employee directors of the Company for newly issued restricted stock units (the “Option Exchange Proposal”). The results of the stockholders’ vote with respect to the Option Exchange Proposal were as follows:

Votes For

    

Votes Against

    

Votes Abstaining

    

Broker Non-
Votes

385,429

57,585

4,580

525,624

2.The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”). The results of the stockholders’ vote with respect to such ratification were as follows:

Votes For

    

Votes Against

    

Votes Abstaining

    

Broker Non-
Votes

937,505

23,974

11,739

0

3.The Company’s stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Option Exchange Proposal and the Auditor Ratification Proposal. The results of the stockholders’ vote with respect to such adjournment proposal were as follows:

Votes For

    

Votes Against

    

Votes Abstaining

    

Broker Non-
Votes

873,292

94,743

5,183

0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

KALA PHARMACEUTICALS, INC.

 

 

 

Date: April 25, 2023

By:

/s/ Eric L. Trachtenberg

 

 

Eric L. Trachtenberg

 

 

General Counsel, Chief Compliance Officer and Corporate Secretary