Kala Pharmaceuticals Announces Distribution of Series D Preferred Stock to Holders of its Common Stock
August 18 2022 - 4:01PM
Kala Pharmaceuticals, Inc. (NASDAQ:KALA) (“Kala” or the “Company”),
a clinical-stage biopharmaceutical company dedicated to the
research, development and commercialization of innovative therapies
for rare diseases of the eye, today announced that its Board of
Directors declared a dividend of one one-thousandth of a share of
newly designated Series D Preferred Stock, par value $0.001
per share, for each outstanding share of the Company’s common stock
held of record as of 5:00 p.m. Eastern Time on August 29,
2022. The shares of Series D Preferred Stock will be
distributed to such recipients at 5:00 p.m. Eastern Time on
August 30, 2022. The outstanding shares of Series D
Preferred Stock will vote together with the outstanding shares of
the Company’s common stock, as a single class, exclusively with
respect to a reverse stock split, as well as any proposal to
adjourn any meeting of stockholders called for the purpose of
voting on the reverse stock split, and will not be entitled to vote
on any other matter, except to the extent required under the
Delaware General Corporation Law. Subject to certain limitations,
each outstanding share of Series D Preferred Stock will have
1,000,000 votes per share (or 1,000 votes per one one-thousandth of
a share of Series D Preferred Stock).
All shares of Series D Preferred Stock that are not present
in person or by proxy at the meeting of stockholders held to vote
on the reverse stock split as of immediately prior to the opening
of the polls at such meeting will automatically be redeemed by the
Company. Any outstanding shares of Series D Preferred Stock
that have not been so redeemed will be redeemed if such redemption
is ordered by the Company’s Board of Directors or automatically
upon the approval by the Company’s stockholders of an amendment to
the Company’s certificate of incorporation effecting the reverse
stock split at such meeting.
The Series D Preferred Stock will be uncertificated, and no
shares of Series D Preferred Stock will be transferable by any
holder thereof except in connection with a transfer by such holder
of any shares of the Company’s common stock held by such holder. In
that case, a number of one one-thousandths of a share of
Series D Preferred Stock equal to the number of shares of the
Company’s common stock to be transferred by such holder would be
transferred to the transferee of such shares of common stock.
Further details regarding the Series D Preferred Stock will
be contained in a report on Form 8-K to be filed by the
Company with the Securities and Exchange Commission.
About Kala Pharmaceuticals, Inc.
Kala is a clinical-stage biopharmaceutical company dedicated to
the research, development and commercialization of innovative
therapies for rare diseases of the eye. Kala’s biologics-based
investigational therapies utilize Kala’s proprietary Mesenchymal
Stem Cell Secretome (MSC-S) platform. Kala’s lead product
candidate, KPI-012, is in clinical development for the treatment of
persistent corneal epithelial defect (PCED), a rare disease of
impaired corneal healing, which has received orphan drug
designation from the U.S. Food and Drug Administration. Kala is
also targeting the potential development of KPI-012 for the
treatment of Partial Limbal Stem Cell Deficiency and ocular
manifestations of moderate-to-severe Sjögren's and plans to
initiate preclinical studies to evaluate the utility of its MSC-S
platform for retinal degenerative diseases, such as Retinitis
Pigmentosa and Stargardt Disease. For more information on Kala,
please visit www.kalarx.com.
Forward Looking Statements:
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve substantial risks and uncertainties. Any statements in
this press release about Kala’s future expectations, plans and
prospects, including but not limited to statements about Kala’s
Mesenchymal Stem Cell Secretome platform, the development of its
lead product candidate, KPI-012, and other statements containing
the words “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“may,” “plan,” “predict,” “project,” “target,” “potential,”
“likely,” “will,” “would,” “could,” “should,” “continue,” and
similar expressions constitute forward-looking statements. Actual
results may differ materially from those indicated by such
forward-looking statements as a result of various important
factors, including: Kala’s ability to realize the anticipated
benefits of planned or completed transactions, including the
uncertainty regarding the receipt of any milestone payments from
Alcon Inc.; the impact of extraordinary external events, such as
the current pandemic health event resulting from the novel
coronavirus (COVID-19), and their collateral consequences; the
uncertainties inherent in the initiation and conduct of preclinical
studies and clinical trials; uncertainties regarding availability
and timing of data from clinical trials; whether results of early
clinical trials or trials in different disease indications will be
indicative of the results of ongoing or future trials; whether
results of the Phase 1b clinical trial of KPI-012 will be
indicative of results for any future clinical trials and studies of
KPI-012; uncertainties associated with regulatory review of
clinical trials and applications for marketing approvals; Kala’s
ability to retain and hire key personnel; the sufficiency of cash
resources and need for additional financing and other important
factors, any of which could cause the Kala’s actual results to
differ from those contained in the forward-looking statements,
discussed in the “Risk Factors” section of Kala’s Annual Report on
Form 10-K, most recently filed Quarterly Report on Form 10-Q and
other filings Kala makes with the Securities and Exchange
Commission. These forward-looking statements represent Kala’s views
as of the date of this press release and should not be relied upon
as representing Kala’s views as of any date subsequent to the date
hereof. Kala does not assume any obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Investor Contact:
Hannah Deresiewiczhannah.deresiewicz@sternir.com212-362-1200
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