EyEnovia Files 8-K: Material Agreement, Financials

TL;DR

EYEN 8-K filed: Material agreement signed, financials out. Big news incoming.

AI Summary

On August 20, 2024, EyEnovia, Inc. entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its principal executive offices are located at 295 Madison Avenue, Suite 2400, New York, NY 10017.

Why It Matters

This 8-K filing indicates a significant event for EyEnovia, Inc., likely involving a new contract or partnership, alongside the release of financial information, which could impact investor decisions.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities, and the inclusion of financial statements suggests a period of financial reporting that investors should scrutinize.

Key Players & Entities

• EYENOVIA, INC. (company) — Registrant
• August 20, 2024 (date) — Date of earliest event reported
• 295 Madison Avenue, Suite 2400, New York, NY 10017 (location) — Principal Executive Offices
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — on which registered) Common stock, $0.0001 par value EYEN The Nasdaq Stock Mar
• $0.40 — edited investors. The offering price is $0.40 per Share. The aggregate gross proceed
• $5.14 million — ring") are expected to be approximately $5.14 million. The Company intends to use the net pro

Filing Documents

• tm2422365d1_8k.htm (8-K) — 34KB
• tm2422365d1_ex5-1.htm (EX-5.1) — 11KB
• tm2422365d1_ex10-1.htm (EX-10.1) — 209KB
• tm2422365d1_ex99-1.htm (EX-99.1) — 12KB
• tm2422365d1_ex99-2.htm (EX-99.2) — 12KB
• tm2422365d1_ex5-1img001.jpg (GRAPHIC) — 6KB
• tm2422365d1_ex5-1img002.jpg (GRAPHIC) — 4KB
• tm2422365d1_ex5-1img003.jpg (GRAPHIC) — 1KB
• tm2422365d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• tm2422365d1_ex99-2img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-091829.txt ( ) — 540KB
• eyen-20240820.xsd (EX-101.SCH) — 3KB
• eyen-20240820_lab.xml (EX-101.LAB) — 33KB
• eyen-20240820_pre.xml (EX-101.PRE) — 22KB
• tm2422365d1_8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement. On August 21, 2024, Eyenovia, Inc. (the "Company") agreed to sell 12,850,000 shares (the "Shares") of common stock, par value $0.0001 per share, to purchasers, in some cases pursuant to a securities purchase agreement (the "Purchase Agreement") with certain institutional and accredited investors. The offering price is $0.40 per Share. The aggregate gross proceeds to the Company from the offering of the Shares (the "Offering") are expected to be approximately $5.14 million. The Company intends to use the net proceeds from the Offering to fund commercialization activities for its products, Mydcombi and clobetasol propionate, to complete the CHAPERONE pediatric myopia clinical study, and for working capital and general corporate purposes. Proceeds may also be used to repay amounts outstanding under the Company's Loan and Security Agreement with Avenue Capital Management II, L.P. and related entities. The Offering is being made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-261638), as previously filed with and declared effective by the Securities and Exchange Commission (the "SEC"), and a related prospectus. The Offering is expected to close on or about August 22, 2024, subject to the satisfaction of customary closing conditions. The Company has engaged Dawson James Securities, Inc. as placement agent for the Offering. The Company has agreed to pay customary placement fees and reimburse certain expenses of the placement agent. 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 signatory thereto. 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 Agreem

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 August 20, 2024, the Company issued a press release announcing the launch of the Offering. On August 21, 2024, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, 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 and Exhibit 99.2, 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 5.1 Opinion of Covington & Burling LLP. 10.1 Form of Securities Purchase Agreement, dated August 21, 2024. 23.1 Consent of Covington & Burling LLP (included in Exhibit 5.1). 99.1 Press Release, dated August 20, 2024. 99.2 Press Release, dated August 21, 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: August 22, 2024 /s/ John Gandolfo John Gandolfo Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR