EyEnovia, Inc. Files 8-K for Material Definitive Agreement

TL;DR

EYEN just signed a big deal, filing an 8-K. Big news incoming.

AI Summary

On June 27, 2024, EyEnovia, Inc. entered into a Material Definitive Agreement. The company, incorporated in Delaware with its principal executive offices in New York, NY, filed this 8-K report with the SEC.

Why It Matters

This filing indicates a significant new agreement for EyEnovia, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• EYENOVIA, INC. (company) — Registrant
• June 27, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• New York, NY (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — on which registered) Common stock, $0.0001 par value EYEN The Nasdaq Stock Mar
• $0.66 — each Share and accompanying Warrant is $0.66 . The Company also agreed to issue Warr
• $0.69 — January 2, 2030 at an exercise price of $0.69 per share. The exercise price and numbe
• $5.0 million — fering are expected to be approximately $5.0 million. The Company intends to use the net pro
• $2.23 — ercise price of the Prior Warrants from $2.23 or $2.21 per share of Common Stock to $
• $2.21 — ice of the Prior Warrants from $2.23 or $2.21 per share of Common Stock to $0.69 per

Filing Documents

• tm2418533d1_8k.htm (8-K) — 38KB
• tm2418533d1_ex4-1.htm (EX-4.1) — 108KB
• tm2418533d1_ex5-1.htm (EX-5.1) — 14KB
• tm2418533d1_ex10-1.htm (EX-10.1) — 195KB
• tm2418533d1_ex10-2.htm (EX-10.2) — 9KB
• tm2418533d1_ex10-3.htm (EX-10.3) — 10KB
• tm2418533d1_ex99-1.htm (EX-99.1) — 12KB
• tm2418533d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• tm2418533d1_ex5-1img001.jpg (GRAPHIC) — 9KB
• tm2418533d1_ex5-1img002.jpg (GRAPHIC) — 5KB
• tm248533d1_ex5-1img003.jpg (GRAPHIC) — 3KB
• 0001104659-24-076581.txt ( ) — 678KB
• eyen-20240627.xsd (EX-101.SCH) — 3KB
• eyen-20240627_lab.xml (EX-101.LAB) — 33KB
• eyen-20240627_pre.xml (EX-101.PRE) — 22KB
• tm2418533d1_8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement. Registered Direct Offering On June 27, 2024, Eyenovia, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional and accredited investors (each, a "Purchaser" and collectively, the "Purchasers"), pursuant to which the Company agreed to sell, in a registered direct offering by the Company directly to the Purchasers (the "Offering"), 7,575,757 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock") and warrants to purchase up to 7,575,757 shares of Common Stock (the "Warrants") . The combined offering price for each Share and accompanying Warrant is $0.66 . The Company also agreed to issue Warrants to purchase an additional 1,749,780 shares of Common Stock to one of the Holders (defined below). The Warrants will be exercisable beginning six months following the date of issuance and may be exercised until January 2, 2030 at an exercise price of $0.69 per share. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants will be subject to adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Common Stock. The Warrants will be issued in certificated form only. A holder may not exercise any portion of such holder's Warrants to the extent that the holder would own more than 4.99% of the outstanding Common Stock immediately after exercise (unless the holder otherwise elects a limitation of 9.99%). The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing and indemnification obligations of the Company and the Purchasers. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of a specific date, were solely for the benefit of the parties to the Purchase Agreement and may be su

Forward-Looking Statements

Forward-Looking Statements Except for historical information, all the statements, expectations and assumptions contained in this Current Report on Form 8-K are forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company's intentions, beliefs, expectations, strategies, predictions or any other statements relating to the Company's future activities or other future events or conditions, including statements regarding the completion of the Offering, the intended use of net proceeds from the Offering, and potential regulatory approvals and accessible markets for the Company's product candidates. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and in some cases are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in documents which the Company files with the SEC. Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws, the Company does not undertake any obligation to update any forward-looking statements.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 28, 2024, the Company issued a press release announcing the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is being "furnished" and 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 liability of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The information contained in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Warrant. 5.1 Opinion of Covington & Burling LLP. 10.1 Form of Securities Purchase Agreement, dated June 27, 2024. 10.2 Warrant Amendment Agreement, dated June 27, 2024. 10.3 Warrant Amendment Agreement, dated June 28, 2024. 23.1 Consent of Covington & Burling LLP (included in Exhibit 5.1). 99.1 Press Release, dated June 28, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized. EYENOVIA, INC. Date: July 1, 2024 /s/ John Gandolfo John Gandolfo Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR