Proposed Acquisition Valued at Approximately $15 Million Would Add an Established 50-State Telehealth Business, with over 90,000 clients, Focused on Peptides such as GLP-1 Weight Management, Hormone Health, Longevity and Sexual Wellness
Key Highlights
Target generated approximately $12.7 million in revenue for the trailing twelve months ended August 2026 (unaudited, as provided by Target management) and is cash-flow positive
Proposed purchase price of approximately $15 million, payable in cash and KALA stock; the cash portion is expected to be funded from existing balance sheet resources
Founded in 2023; LegitScript-certified, NABP-accredited platform serving clients in all 50 states; more than 90,000 clients served since inception
45-day due diligence period expected to conclude in November 2026; definitive agreements and closing targeted for late 2026 or early 2027
New York, New York--(Newsfile Corp. - September 29, 2026) - KALA Bio, Inc. (NASDAQ: KALA) ("KALA" or the "Company") today announced that on September 24, 2026, it signed a non-binding letter of intent ("LOI") for the proposed acquisition of 100% of a privately held, U.S.-based management services organization ("MSO") supporting a LegitScript-certified, NABP-accredited provider-led telehealth platform serving clients in all 50 states (the "Target"). Based on unaudited financial information provided by the Target's management, the Target generated approximately $12.7 million in revenue for the trailing twelve months ended August 2026.
The Target's platform connects clients with U.S.-licensed providers for online consultations, with prescribed therapies dispensed through verified pharmacies and delivered to the home. Its core business is selling health and wellness therapies across weight management, including GLP-1 therapies, hormone health, longevity, and sexual wellness, supported by at-home lab testing and AI-assisted client engagement tools. Since its founding in 2023, The Target has served more than 90,000 clients and generated over $48 million in sales. The Target's GLP-1 therapies are compounded medications prescribed by licensed providers and dispensed by licensed, FDA-approved compounding pharmacies. The Target is built on AI and runs efficiently, and we believe it will be highly scalable. The Target's underlying native AI infrastructure aligns with KALA's development of Researgency.ai, and KALA intends to evaluate integrating its capabilities into further AI development following closing. The Target would provide KALA with an established, revenue-generating platform for long-term client health management and a direct-to-consumer channel for the Company's preventative care initiatives, including genetic testing products distributed under KALA's agreement with Virotek.
The contemplated transaction is valued at approximately $15 million, payable in a combination of cash and KALA stock. KALA expects to fund the cash portion of the consideration from existing balance sheet resources. Any issuance of KALA common stock in connection with the transaction is expected to be subject to approvals and to the Nasdaq Listing Rules. The final allocation between cash and stock will be determined during diligence and announced upon execution of definitive agreements. The Target's existing management team is expected to continue operating the business following closing.
"This transaction would add an established, revenue-generating platform to KALA's operating business, alongside our Virotek distribution program, with a direct channel to clients focused on preventative care and long-term health management," said Avi Minkowitz, Chief Executive Officer and Chief Financial Officer of KALA. "We expect the Target's established revenue base to benefit KALA's growth in this business and across our other lines of business. With more than 90,000 clients served since 2023, we see opportunities to grow the business, including by offering Virotek genetic testing through the platform and by exploring additional offerings. We look forward to completing diligence and moving to definitive agreements. We are targeting closing in late 2026 or early 2027."
The LOI provides for a 45-day due diligence period (with possible extensions), expected to conclude in November 2026. The financial information in this release is unaudited, was provided by the Target, and has not been independently verified by KALA. Investors should not place undue reliance on it.
The proposed transaction is subject to:
satisfactory completion of due diligence, including an audit of the Target's financial statements;
negotiation and execution of definitive agreements;
receipt of required corporate, regulatory and stock exchange approvals (including KALA stockholder approval, if required), including the transfer of applicable pharmacy and healthcare licenses; and
other customary closing conditions.
There can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed on the terms described, or at all. The Company expects to provide further updates upon completion of due diligence and execution of definitive agreements, or when further disclosure is otherwise deemed appropriate.
About KALA Bio, Inc.
KALA BIO, Inc. (NASDAQ: KALA) is a clinical-stage biopharmaceutical company building a dedicated, on-premises AI infrastructure platform for the biotechnology industry. The Company's dual strategy combines a proprietary biologics pipeline-including its mesenchymal stem cell secretome (MSC-S) platform and FDA Orphan Drug- and Fast Track-designated product candidates-with a scalable AI platform-as-a-service business designed to deploy secure, purpose-built AI solutions directly within biotech and pharmaceutical client environments. KALA also holds exclusive U.S. distribution rights for Virotek's ophthalmology genetic testing program and is evaluating acquisitions of revenue-generating healthcare businesses.
Through its exclusive worldwide license for the Researgency AI research platform from Younet, KALA intends to serve as the dedicated AI infrastructure partner for the biotechnology industry, enabling organizations of all sizes to unlock the value of their proprietary biological data without surrendering control. KALA is advancing an agentic transformation strategy for biomedical organizations through Researgency.ai, a platform designed to enable scalable, governed deployment of AI agents across research, documentation, and operational workflows.
For more information, visit www.kalarx.com and Researgency.ai
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisition of the Target; the expected timing of the completion of due diligence, the execution of definitive agreements and the closing of the proposed transaction; the expected consideration and its allocation between cash and stock; the Company's expected sources of funding for the cash portion of the consideration; any required stockholder, regulatory or stock exchange approvals; the expected benefits of the proposed transaction, including the Target's revenue base and its expected contribution to the Company's growth; opportunities to grow the Target's business, including by offering Virotek genetic testing products through the Target's platform and by exploring additional offerings; the potential integration of the Target's AI capabilities with the Researgency platform; the expected continuation of the Target's management team following closing; the Company's strategic initiative to build an AI infrastructure platform for the biotechnology industry; and other statements that are not historical facts.
The Company uses words like "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions to identify these forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance, or achievements to be materially different from those expressed or implied by such statements. Important factors that could cause such differences include, but are not limited to: the risk that the Company does not complete due diligence or execute definitive agreements on the terms described or at all, or that the proposed transaction does not close on the expected timeline or at all; the availability of balance sheet resources to fund the cash portion of the consideration, including the timely collection of short-term investments; dilution to existing stockholders from the stock consideration, and the risk that any required stockholder approval is not obtained; reliance on unaudited financial information provided by the Target, which has not been independently verified and may differ from audited results; risks related to FDA, state pharmacy board and other regulatory enforcement relating to compounded GLP-1 and other compounded products, including potential loss of supply under Sections 503A and 503B of the Federal Food, Drug, and Cosmetic Act; potential litigation by manufacturers of branded GLP-1 products; risks related to corporate-practice-of-medicine laws and the Target's MSO structure; the potential loss of LegitScript certification or NABP accreditation; risks related to the transfer of pharmacy and healthcare licenses; risks related to integrating the Target's business and retaining its management team; risks related to the Company's distribution program with Virotek; risks related to the development, deployment, and performance of the Researgency platform and the Company's ability to attract and retain platform clients; risks that the Company's product candidates may not be successfully developed or commercialized; risks related to the Company's limited cash resources and ability to continue as a going concern; risks related to the Company's ability to raise future capital on favorable terms or at all; risks related to the Company's ability to regain compliance with Nasdaq listing requirements and maintain its listing; competition from larger, better-resourced companies; dependence on key personnel and third-party technology providers; and other risks detailed in the "Risk Factors" section of the Company's Annual Report on Form 10-K as they may be revised in the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and other filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Contact:
Avi Minkowitz
Chief Executive Officer, KALA BIO, Inc.
am@kalarx.com
www.kalarx.com | www.Researgency.ai
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/316479
