卡拉制药美股招股说明书(2025-12-05版)

900,000 Shares of Common StockPre-Funded Warrants to Purchase up to 9,100,000 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certain purchasers (i)900,000 shares (the “Shares”) of our common stock, par value $0.001 per share (the “common stock”), and (ii) pre-funded warrants (the “Pre- Each Pre-Funded Warrant is exercisable for one share of our common stock. The purchase price of each Pre-Funded Warrant is equal to the price atwhich a share of common stock is sold in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant is $0.0001 per share. ThePre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “KALA.” On December 3, 2025, the last reported sale priceof the common stock on Nasdaq was $0.925 per share. There is no established public trading market for the Pre-Funded Warrants and we do notexpect a market to develop. In addition, we do not intend to apply for listing of the Pre-Funded Warrants on any securities exchange or recognized We have engaged H.C. Wainwright & Co., LLC (the “placement agent”), as our exclusive placement agent in connection with this offering. Theplacement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amountof the securities. We have agreed to pay the placement agent the fees set forth in the table below, which assumes no exercise of the Pre-Funded (1)See the section entitled “Plan of Distribution” for additional disclosure regarding the compensation to be received by the placement agent andestimated offering expenses and fees. Investing in our securities involves risks that are described in the “Risk Factors” beginning on page S-7 of this prospectus supplement, page6 of the accompanying base prospectus and under similar headings in the documents incorporated by reference herein and therein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. Delivery of the securities in this offering is expected to be made on or about December5, 2025, subject to the satisfaction of customary closingconditions. H.C. Wainwright & Co. The date of this prospectus supplement is December4, 2025. ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is the prospectus supplement, which describes the specific terms of this offering and also updatesinformation contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which provides more general information, some of which may notapply to this offering. This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on Form S-3, as To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained inthe accompanying prospectus or any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement,on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with You should assume that the information appearing in this prospectus supplement and the accompanying prospectus and the documents incorporatedby reference into this prospectus supplement and the accompanying prospectus is accurate only as of the date of those respective documents. Ourbusiness, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplementand the accompanying prospectus, as well as the documents incorporated by reference into this prospectus supplement and the accompanying We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that isincorporated by reference in this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to suchagreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a We have not, and the placement agent has not, authorized any other person to provide you with information that is in addition to or different fromthe information included or incorporated by reference into this prospectus supplement. We are not, and the placement agent is not, offering to sell,an