KALA Kala Pharmaceuticals, Inc. - 8-K

Item 1.01.

Entry into a Material Definitive Agreement.

On March 3, 2026 (the “Effective Date”),
KALA BIO, Inc. (the “Company”) and 2624465 Ontario Inc. o/a Younet AI, an Ontario corporation (“Younet”) entered
into a Platform Development and Exclusive License Agreement (the “Agreement”) pursuant to which the Company obtained a worldwide
exclusive license (the “Exclusive License”) of Younet’s proprietary, custom biomedical artificial intelligence research
platform (the “Researgency Platform”), together with associated trademarks and intellectual property. The term of the Agreement
is for 12 months following the Effective Date (the “Initial Term”), with the option by the Company to renew the agreement
for successive 12 months terms (each, a “Renewal Term”), in each case by providing notice to Younet pursuant to the terms
of the Agreement (the “Extension Notice”). Pursuant to the Agreement, Younet shall also provide to the Company certain deliverables
and services related to the Researgency Platform, with certain additional deliverables to be provided by Younet in the event of a Renewal
Term, in each case with all operating costs relating to the Researgency Platform to be paid by the Company.

In consideration of the services to be performed
by Younet under the Agreement, the Company has agreed to pay to Younet for the Initial Term a cash fee of up to $530,000 consisting of
(i) $80,000 in cash, which was paid by the Company on the Effective Date, and (ii) in the event the Company delivers to Younet a written
notice electing to engage Younet for the continued development of Researgency, $450,000 in cash, payable in 9 monthly installments of
$50,000, pursuant to the terms of the Agreement. Such notice may be provided at any time on or after the first business day of the third
month following the Effective Date and such continued development may be terminated upon 30 days notice by the Company. In addition, the
Company has agreed to issue to Younet 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), within 10 business days of the Effective Date. In addition, each time the Agreement is extended for a Renewal Term, the
Company shall (i) pay to Younet $250,000 in cash and (ii) issue to Younet 5,000,000 shares of Common Stock within 10 business days of
the Extension Notice. Any shares of Common Stock issuable to Younet pursuant to the Agreement shall herein be referred to as the “Younet
Shares.” Except for certain block trades, during the Term (as defined in the Agreement) and for the twelve months thereafter, Younet
shall not sell any Younet Shares on any Trading Day (as defined in the Agreement) in an amount that exceeds 3% of the Daily Trading Volume
(as defined in the Agreement) for such Trading Day.

In addition, Younet has granted to the Company
an irrevocable option, exercisable at any time during the Initial Term or any Renewal Terms, to acquire all of the issued and outstanding
equity interests of Younet, or, at the Company’s election, substantially all of the assets of Younet, for a total purchase price
of $55,000,000, subject to the terms of the Agreement.

If the Company does not deliver an Extension Notice
prior to the expiration of the Initial Term or any Renewal Term, the Agreement shall expire automatically at the end of the applicable
term. In addition, the Agreement may be terminated by either party (i) for uncured material breach or (ii) due to the insolvency of the
other party. Upon termination or expiration, (a) the Exclusive License will terminated, (b) all licenses granted to Younet with respect
to KALA Data (as defined in the Agreement) will immediately terminate, (c) all licenses granted to the Company with respect to Younet
Background IP (as defined in the Agreement) will survive in accordance with their terms, and (d) all Work Product (as defined in the Agreement)
completed as of the date of termination shall be delivered to and owned by the Company.

The License Agreement additionally includes customary
representations and warranties, covenants, and indemnification obligations for a transaction of this nature.

The foregoing description of the terms of the
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 3.02.

Unregistered Sales of Equity Securities.

The matters described in Item 1.01 of this Current
Report on Form 8-K with respect to the Younet Shares are incorporated herein by reference. In connection with the issuance of the Younet
Shares as described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder for transactions not involving a public
offering. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.

Item 7.01.

Regulation FD Disclosure.

On March 4, 2026, the Company issued a press release
announcing its entry into the Agreement and other business updates. A copy of the press release is attached hereto as Exhibit 99.1 to
this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit
99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.

Exhibit No.

Description

10.1

Platform Development and Exclusive License Agreement, dated March 3, 2026.

99.1

Press Release, dated March 4, 2026.

104

Cover Page Interactive Data File (embedded within the inline
XBRL document)

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