Current Report Filing (8-k)
March 11 2020 - 6:04AM
Edgar (US Regulatory)
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):
March 10, 2020
Kala Pharmaceuticals, Inc.
(Exact Name of Company as Specified in its
Charter)
Delaware
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001-38150
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27-0604595
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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KALA
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The Nasdaq Global Select Market
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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
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.
SIGNATURES
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.
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KALA PHARMACEUTICALS, INC.
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Date: March 10, 2020
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By:
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/s/ Eric L. Trachtenberg
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Name: Eric L. Trachtenberg
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Title: General Counsel, Chief Compliance Officer & Corporate Secretary
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