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

TL;DR

EYEN just filed an 8-K for a material definitive agreement. Big news incoming.

AI Summary

On November 24, 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 new agreement for EyEnovia, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant new risks or opportunities, requiring careful evaluation of the agreement's terms.

Key Players & Entities

• EYENOVIA, INC. (company) — Registrant
• November 24, 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
• $0.1076 — each Share and accompanying Warrants is $0.1076 . The combined offering price for each
• $0 — ed Warrant and accompanying Warrants is $0.1075, which is equal to the purchase pr
• $1.3 million — fering are expected to be approximately $1.3 million. The Company intends to use the net pro

Filing Documents

• tm2429414d3_8k.htm (8-K) — 37KB
• tm2429414d3_ex4-1.htm (EX-4.1) — 100KB
• tm2429414d3_ex4-2.htm (EX-4.2) — 96KB
• tm2429414d3_ex5-1.htm (EX-5.1) — 14KB
• tm2429414d3_ex10-1.htm (EX-10.1) — 169KB
• tm2429414d3_ex99-1.htm (EX-99.1) — 11KB
• tm2429414d3_ex5-1img001.jpg (GRAPHIC) — 13KB
• tm2429414d3_ex5-1img002.jpg (GRAPHIC) — 2KB
• 0001104659-24-122846.txt ( ) — 726KB
• eyen-20241124.xsd (EX-101.SCH) — 3KB
• eyen-20241124_lab.xml (EX-101.LAB) — 33KB
• eyen-20241124_pre.xml (EX-101.PRE) — 22KB
• tm2429414d3_8k_htm.xml (XML) — 4KB

01.Entry Into a Material Definitive

Item 1.01.Entry Into a Material Definitive Agreement. Registered Direct Offering On November 24, 2024, Eyenovia, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor, pursuant to which the Company agreed to sell, in a registered direct offering by the Company (the "Offering"), 9,000,000 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), pre-funded warrants to purchase up to 3,081,785 shares of Common Stock (the "Pre-Funded Warrants") and warrants to purchase up to 24,163,570 shares of Common Stock (the "Warrants") . The combined offering price for each Share and accompanying Warrants is $0.1076 . The combined offering price for each Pre-Funded Warrant and accompanying Warrants is $0.1075, which is equal to the purchase price per Share in the Offering, minus $0.0001. The Warrants will be exercisable beginning six months following the date of issuance and may be exercised until May 26, 2030 at an exercise price of $0.1076 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 our 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 our outstanding Common Stock immediately after exercise (unless the holder otherwise elects a limitation of 9.99%). The Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.0001 per share and will be exercisable until the Pre-Funded Warrants are exercised in full. The exercise price and number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants will be subject to adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our Common

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 the Company's regulatory and strategic activities. 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 November 25, 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. Item 9.01.Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Warrant. 4.2 Form of Pre-Funded Warrant. 5.1 Opinion of Covington & Burling LLP. 10.1 Form of Securities Purchase Agreement, dated November 24, 2024. 23.1 Consent of Covington & Burling LLP (included in Exhibit 5.1). 99.1 Press Release, dated November 25, 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: November 26, 2024 /s/ Michael Rowe Michael Rowe Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR