The prospectus supplement discloses that shares may be sold from time to time through Wainwright acting as sales agent or principal, using any method permitted under Rule 415(a)(4) of the Securities Act, including ordinary brokerage transactions on Nasdaq, sales to or through a market maker, or, with KALA's prior written approval, privately negotiated or block transactions. Wainwright is not obligated to sell any specific number or dollar amount of shares, and the gross sales price will be the prevailing market price on Nasdaq at the time of each sale. For illustrative purposes only, the prospectus supplement calculates that the full $15,000,000 would equate to approximately 24,150,700 shares at an assumed offering price of $0.6211 per share, the last reported Nasdaq sale price on January 2, 2026, which would bring shares outstanding to approximately 52,000,425 from a base of 27,849,725 shares outstanding as of December 31, 2025 (before giving effect to outstanding options, pre-funded warrants, warrants, RSUs, and convertible preferred stock). The cover page separately notes that the last reported sale price on January 7, 2026, the trading day before the Sales Agreement was signed, was $0.665 per share. Because the ATM is a continuous program with sales made at prevailing market prices rather than a single priced transaction, the filings do not disclose a discrete premium or discount to a specific reference price, nor do they disclose any greenshoe or over-allotment option, which is not a standard feature of ATM programs.
Wainwright will be entitled to a sales commission equal to 3.0% of the gross sales price of shares sold under the Sales Agreement, and KALA has agreed to reimburse Wainwright up to $50,000 for legal fees and expenses incurred in connection with entering into the agreement, plus up to $3,500 per due diligence update on each representation date. In connection with the offering, Wainwright will be deemed an "underwriter" within the meaning of the Securities Act, and its compensation will be deemed underwriting commissions or discounts. KALA has agreed to provide customary indemnification and contribution rights to Wainwright.
On use of proceeds, KALA states it currently intends to use net proceeds for general corporate purposes, including working capital, pending investment in short- and intermediate-term capital preservation instruments. However, the prospectus supplement also discloses mandatory proceeds sweeps tied to other financing arrangements: under the terms of a Loan Agreement, in the event KALA or its subsidiary obtains debt financing or receives proceeds from the sale of securities or other indebtedness, 25% of such proceeds must be used to repay the loan, due on the one-year anniversary of receipt and bearing 15% simple interest per annum; and under an Oxford Settlement Agreement, 10% of proceeds from the sale and issuance of equity securities on or after a defined shareholder meeting date must be paid directly to Oxford as collateral agent, without deduction, up to a maximum of $1,000,000. Haynes and Boone, LLP, New York, New York, passed on the validity of the shares for KALA as issuer's counsel and delivered the legal opinion filed as Exhibit 5.1 to the 8-K. Wainwright was represented in the offering by Ellenoff Grossman & Schole LLP, New York, New York, as disclosed in the prospectus supplement's Legal Matters section.
The company's Form 10-Q for the quarter ended March 31, 2026 (filed May 15, 2026) confirms the ATM Agreement remained in place with $15.0 million of common stock still eligible for sale as of that filing date, and describes the ATM as one of several financing alternatives (alongside private placements and asset monetization) the company was evaluating to extend its cash runway into the second quarter of 2027; it does not disclose any shares having yet been sold or proceeds raised under this specific ATM program. No pricing 8-K, free-writing prospectus, or closing/termination announcement specific to actual sales under the January 2026 Sales Agreement has been identified. A separate, later at-the-market prospectus supplement was filed by KALA on July 22, 2026 under a different, newly effective shelf registration statement (File No. 333-295667); because that filing relates to a distinct registration statement and Sales Agreement rather than an update to the January 8, 2026 program, it is treated as a separate transaction and is not incorporated into this summary. The deal remains in announced status, with no explicit confirmation found that the January 2026 ATM program has closed, been fully utilized, or been terminated.