8-K: Current report
Published on October 29, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 23, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||
(858 ) 224-9600
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
On October 23, 2026, Kiora Pharmaceuticals, Inc. (the “Company”) entered into an Exclusive License Agreement (the “Agreement”) with Senju Pharmaceutical Co., Ltd. (“Senju”) to license a late-stage neuroprotective, oral small-molecule calpain inhibitor (“KIO-401”). Under the Agreement, which has an effective date of October 5, 2026, Senju granted the Company an exclusive, sublicensable license to develop, manufacture, commercialize, and otherwise exploit KIO-401 throughout the world except for certain specified countries, including countries in Asia (the “Territory”), to develop and commercialize a companion diagnostic tool for glaucoma in the Territory, and to file for regulatory approvals with respect to KIO-401 in the Territory for use in the field of ophthalmology (the “Field”).
Kiora will have sole responsibility, control, and decision-making authority, at its own cost and expense, for development of KIO-401 in the Field in the Territory, taking into account the availability, completeness and quality of Senju technology, regulatory feedback, clinical and commercial considerations, and other relevant factors.
Under the Agreement, the Company will pay Senju an up-front payment of $3.5 million. The Company will also pay Senju an amount in the low teen millions of dollars upon completion of the technology transfer, a portion of which may be credited against future milestone payments, and will make additional payments of up to $168.5 million subject to the achievement of certain specified regulatory and commercial milestones. In addition, the Company will pay single-digit royalties based on a specified percentage of net sales of KIO-401 in the Territory, subject to adjustment in certain circumstances. Either party may terminate the Agreement in its entirety upon certain customary events.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which are attached hereto as Exhibit 10.1, and which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement and may be subject to limitations agreed upon by the contracting parties.
Item 7.01. Regulation FD Disclosure.
On October 29, 2026, the Company issued a press release announcing the signing of the Agreement with Senju. A copy of the press release is furnished as Exhibit 99.1, and is incorporated herein by reference.
Also on October 29, 2026, the Company posted an investor presentation, which may be accessed through the Company’s investor relations website. A copy of the presentation is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. The Company intends to use this presentation in meetings with analysts, investors and others from time to time.
The information furnished under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Title | |||||||
10.1†* | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
†Certain confidential portions of this exhibit were omitted because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
*Schedules and exhibits have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| KIORA PHARMACEUTICALS, INC. | ||||||||
| By: | /s/ Melissa Tosca | |||||||
| Melissa Tosca | ||||||||
Chief Financial Officer | ||||||||
| (Principal financial and accounting officer) | ||||||||
| Date: | October 29, 2026 | |||||||