Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 10, 2020




Kala Pharmaceuticals, Inc.

(Exact Name of Company as Specified in its Charter)




Delaware   001-38150   27-0604595
(State or Other Jurisdiction
of Incorporation)
File Number)
  (IRS Employer
Identification No.)


490 Arsenal Way, Suite 120

Watertown, MA 02472

(Address of Principal Executive Offices) (Zip Code)


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


(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 Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x


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.  x





Item 8.01. Other Events.


On March 10, 2020, Kala Pharmaceuticals, Inc. (the “Company”) notified Jefferies LLC (“Jefferies”) that it was suspending and terminating the prospectus (the “ATM Prospectus”) related to the sales agreement (the “Sales Agreement”) that the Company entered into with Jefferies on August 9, 2018 and pursuant to which the Company may offer and sell shares of its common stock, $0.001 par value per share (the “Common Stock”), from time to time through Jefferies, as agent, under an “at-the-market” offering program. The Company will not make any sales of its Common Stock pursuant to the Sales Agreement unless and until a new prospectus is filed. The Sales Agreement remains in full force and effect. As of March 10, 2020, the Company had issued and sold an aggregate of 4,945,605 shares of its Common Stock under its “at-the-market” offering program with Jefferies for aggregate gross sale proceeds of $26.5 million, before deducting sales commissions and offering expenses.


A copy of the Sales Agreement was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (333-226748), which was originally filed with the Securities and Exchange Commission on August 9, 2018.






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


Date: March 10, 2020 By: /s/ Eric L. Trachtenberg
    Name: Eric L. Trachtenberg
    Title: General Counsel, Chief Compliance Officer & Corporate Secretary