卡拉制药美股招股说明书(2026-07-22版)

Common Stock We have entered into an At the Market Offering Agreement (the “Sales Agreement”), with H.C. Wainwright & Co., LLC(“Wainwright” or the “sales agent”) relating to the sale of shares of our common stock, par value $0.001 per share (the “commonstock”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of such SalesAgreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $250,000,000 from time totime through or to Wainwright acting as our agent or principal. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by any methodpermitted that is deemed an “at the market” offering as defined in Rule415(a)(4) under the Securities Act of 1933, as amended, or theSecurities Act, including sales made directly on or through the Nasdaq Capital Market (“Nasdaq”), or any other existing tradingmarket in the United States for our common stock, sales made to or through a market maker other than on an exchange or otherwise,directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to suchprevailing market prices and/or in any other method permitted by law. Under the Sales Agreement, Wainwright is not required to sellany specific number or dollar amount of securities, but Wainwright will act as our sales agent using commercially reasonable effortsconsistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similararrangement. Wainwright will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold under the SalesAgreement. See “Plan of Distribution” beginning on page S-15 for additional information regarding the compensation to be paid toWainwright. In connection with the sale of the shares of common stock on our behalf, Wainwright will be deemed to be an“underwriter” within the meaning of the Securities Act, and the compensation of Wainwright will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to Wainwright with respect to certainliabilities, including liabilities under the Securities Act. This offering pursuant to this prospectus supplement and the accompanyingprospectus will terminate upon termination by us or Wainwright of the Sales Agreement pursuant to its terms. Our common stock is listed on Nasdaq under the symbol “KALA.” On July17, 2026, the last reported sale price of the common stockon Nasdaq was $0.78 per share. Investing in our securities involves risks that are described in the “Risk Factors” beginning on page S-10 of this prospectussupplement, page 8 of the accompanying prospectus and under similar headings in the documents incorporated by referenceherein and therein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is July22, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-4RISK FACTORSS-10USE OF PROCEEDSS-13DIVIDEND POLICYS-14PLAN OF DISTRIBUTIONS-15LEGAL MATTERSS-17EXPERTSS-17WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-17INCORPORATION OF DOCUMENTS BY REFERENCES-18 Prospectus PageABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS8USE OF PROCEEDS9DESCRIPTION OF CAPITAL STOCK10DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF WARRANTS21DESCRIPTION OF SUBSCRIPTION RIGHTS23DESCRIPTION OF UNITS25PLAN OF DISTRIBUTION26LEGAL MATTERS29EXPERTS29WHERE YOU CAN FIND MORE INFORMATION29INCORPORATION OF DOCUMENTS BY REFERENCE30 ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is the prospectus supplement, which describes the specific terms of this offering andalso updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides more generalinformation, some of which may not apply to this offering. This prospectus supplement and the accompanying prospectus are part of a“shelf” registration statement on Form S-3, as amended (File No. 333-295667) that we initially filed with the SEC, on May7, 2026, asamended on June12, 2026, and that was declared effective by the Securities and Exchange Commission (the “SEC”) on June25,2026. To the extent there is a conflict between the information contained in this prospectus supplement, on the one