| Item 1. | |
| (a) | Name of issuer:
KALA BIO, Inc. |
| (b) | Address of issuer's principal executive
offices:
1167 Massachusetts Avenue, Arlington, MA 02476 |
| Item 2. | |
| (a) | Name of person filing:
Cormorant Asset Management, LP
Bihua Chen
This statement is filed by (i) Cormorant Asset Management, LP, a Delaware limited partnership, and the investment adviser to certain funds (the "Cormorant Funds"), with respect to the shares directly held by the Cormorant Funds and (ii) Bihua Chen with respect to the shares directly held by the Cormorant Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein. |
| (b) | Address or principal business office or, if
none, residence:
200 Clarendon Street, 52nd Floor
Boston, MA 02116 |
| (c) | Citizenship:
Cormorant Asset Management, LP - Delaware Bihua Chen - United States |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share |
| (e) | CUSIP No.:
483119202 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
609,027 |
| (b) | Percent of class:
9.99 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the
vote:
609,027
|
| | (iii) Sole power to dispose or to direct the
disposition of:
0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
609,027
The Reporting Persons' holdings reported herein include 6,000 shares of Common Stock issuable upon the conversion of shares of Series I Convertible Non-Redeemable Preferred Stock, ("Series I Preferred Stock") of the Issuer. The Series I Preferred Stock may be converted to Common Stock only to the extent that such conversion would not cause the holder thereof, together with its affiliates and any other person or entity acting as a group, to beneficially own in excess of 9.99% (subject to adjustment in accordance with the terms of the Series I Preferred Stock) of the shares of Common Stock then outstanding. If not for such limitation on conversion, the Reporting Persons would beneficially own in excess of 9.99% of the Issuer's outstanding shares of Common Stock. The Reporting Persons own 603,027 shares of Common Stock and may receive up to 328,600 additional shares of Common Stock, upon the conversion of Series I Preferred Stock, subject to the limitation on conversion.
The percentages reported herein with respect to the Reporting Person's holdings are calculated based upon a statement in the Issuer's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 30, 2024, that upon the closing of a private placement, the Issuer expects to have 6,091,182 shares of Common Stock outstanding, based on the 4,750,579 shares of Common Stock outstanding as of December 27, 2024 and after giving effect to the 1,340,603 shares of Common Stock to be issued and sold in the private placement expected to close on December 31, 2024.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The Cormorant Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein. Cormorant Global Healthcare Master Fund, LP, a Cormorant Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
