KALA BIO Enters Exclusive Distribution Agreement with Virotek

KALA BIO, Inc. has entered into an Exclusive Distribution and Reseller Agreement with Virotek, Inc., a Wyoming corporation, as disclosed in a Current Report on Form 8-K filed on September 3, 2026. Under the terms of the agreement, Virotek has appointed KALA BIO as the sole and exclusive distributor and reseller of a genetic testing and screening program for ophthalmology in the United States.

The appointment is contingent upon KALA BIO achieving a specific milestone outlined in Exhibit B of the agreement by September 3, 2027. Should KALA BIO fail to meet this milestone, the appointment will convert from exclusive to non-exclusive, subject to a 30-day cure period. The program covers genetic testing and clinical screening for ophthalmology, though the parties may expand into additional verticals through mutual written agreement.

Under the agreement, KALA BIO is responsible for all commercial development of the program, while Virotek is responsible for delivery and administration. KALA BIO must ensure that any reseller wishing to market or order the program is bound by a written agreement with terms approved by Virotek. Financial terms stipulate that net profit is split equally between the two parties after the cost of goods sold is fully recovered by Virotek. This profit split is subject to monthly review and may be prospectively varied by mutual written agreement.

Virotek has granted KALA BIO a right of first refusal on any proposed sale, exclusive license, or disposition of an Ophthalmological Product to a third party, providing KALA BIO with at least 30 days to exercise this right. The agreement has an initial term of five years commencing September 3, 2026, and is renewable for successive periods by written mutual agreement.

Either party may terminate the agreement immediately upon written notice if the other party commits a material breach that remains uncured for 30 days, becomes insolvent or enters bankruptcy proceedings, or loses a required license, accreditation, or Nasdaq listing that is not restored within 60 days.