KIORA PHARMACEUTICALS Enters Material Agreement, Sells Unregistered Equity

Ticker: KPHMW · Form: 8-K · Filed: Feb 1, 2024 · CIK: 1372514

Kiora Pharmaceuticals Inc 8-K Filing Summary
FieldDetail
CompanyKiora Pharmaceuticals Inc (KPHMW)
Form Type8-K
Filed DateFeb 1, 2024
Risk Levelmedium
Pages6
Reading Time7 min
Key Dollar Amounts$0.01, $0.0001, $0.6076, $0.5524, $0
Sentimentmixed

Complexity: simple

Sentiment: mixed

Topics: material-agreement, equity-offering, dilution, corporate-action

TL;DR

**KPRX just made a big deal and sold new shares, watch for dilution.**

AI Summary

KIORA PHARMACEUTICALS INC filed an 8-K on February 1, 2024, reporting an "Entry into a Material Definitive Agreement" and "Unregistered Sales of Equity Securities" on January 31, 2024. This indicates the company has entered into a significant new contract or partnership and has sold new shares of stock without registering them with the SEC, likely to specific investors. For shareholders, this matters because new agreements could signal growth or strategic shifts, while unregistered stock sales typically dilute existing shareholders' ownership, potentially impacting the stock price.

Why It Matters

This filing signals potential strategic developments and capital raising activities, which could impact the company's financial health and future growth prospects, but also suggests dilution for current shareholders.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material agreement, unregistered equity sales) without specific details, creating uncertainty about their financial impact and potential dilution.

Analyst Insight

A smart investor would await further details on the 'Material Definitive Agreement' to assess its strategic value and analyze the terms of the 'Unregistered Sales of Equity Securities' to understand the extent of dilution before making any investment decisions.

Key Numbers

  • 20240131 — Date of earliest event reported (This is the date the material definitive agreement was entered into and unregistered sales of equity securities occurred.)
  • 001-36672 — Commission File Number (This is the unique identifier for KIORA PHARMACEUTICALS INC's filings with the SEC.)

Key Players & Entities

  • KIORA PHARMACEUTICALS INC (company) — registrant
  • NASDAQ (company) — exchange where KPRX is registered
  • 001-36672 (dollar_amount) — Commission File Number
  • 98-0443284 (dollar_amount) — IRS Employer Identification No.

Forward-Looking Statements

  • KIORA PHARMACEUTICALS INC will provide more details on the 'Material Definitive Agreement' in a subsequent filing or press release. (KIORA PHARMACEUTICALS INC) — high confidence, target: 2024-03-31
  • The 'Unregistered Sales of Equity Securities' will lead to a short-term dip in KPRX stock price due to dilution concerns. (KPRX) — medium confidence, target: 2024-02-15

FAQ

What specific events did KIORA PHARMACEUTICALS INC report in this 8-K filing?

KIORA PHARMACEUTICALS INC reported an "Entry into a Material Definitive Agreement" and "Unregistered Sales of Equity Securities" on January 31, 2024, as per the Item Information sections of the filing.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 31, 2024, as stated under 'Date of report (Date of earliest event reported): January 31, 2024'.

What is the trading symbol and exchange for KIORA PHARMACEUTICALS INC's Common Stock?

The trading symbol for KIORA PHARMACEUTICALS INC's Common Stock is KPRX, and it is registered on NASDAQ, as indicated under 'Securities registered pursuant to Section 12(b) of the Act'.

What is the business address and phone number of KIORA PHARMACEUTICALS INC?

KIORA PHARMACEUTICALS INC's business address is 332 Encinitas Blvd. Suite 102, Encinitas, CA 92024, and its telephone number is (858) 224-9600, according to the filing's business address section.

What was KIORA PHARMACEUTICALS INC's former company name and when did it change?

KIORA PHARMACEUTICALS INC's former company name was EYEGATE PHARMACEUTICALS INC, and the date of the name change was 20060811, as listed under 'FORMER COMPANY' data.

Filing Stats: 1,798 words · 7 min read · ~6 pages · Grade level 12.7 · Accepted 2024-02-01 07:01:30

Key Financial Figures

  • $0.01 — nge on which registered: Common Stock, $0.01 par value KPRX NASDAQ Indicate by che
  • $0.0001 — of Common Stock at an exercise price of $0.0001 per share, (iii) Tranche A Common Stock
  • $0.6076 — of Common Stock at an exercise price of $0.6076 per share ("the Tranche A Warrants"), a
  • $0.5524 — Warrant and Tranche B Warrant, will be $0.5524 and the combined purchase price for eac
  • $0 — Warrant and Tranche B Warrant, will be $0.5523, which price represents the "Minim
  • $15.0 million — ss proceeds at closing of approximately $15.0 million and potential future warrant exercise g
  • $30.0 million — xercise gross proceeds of approximately $30.0 million. The closing of the private placement (
  • $1.1048 — ompany's common stock equals or exceeds $1.1048 for 30 consecutive trading days. The Tr
  • $1.3810 — ompany's common stock equals or exceeds $1.3810 for 30 consecutive trading days. To the

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. Private Placement On January 31, 2024, Kiora Pharmaceuticals, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain institutional investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company (i) 15,800,000 shares (the "Private Placement Shares") of the Company's Common Stock, par value $0.01 per share ("Common Stock"), (ii) pre-funded Common Stock purchase warrants (the "Pre-Funded Warrants") to purchase an aggregate of up to 11,354,237 shares of Common Stock at an exercise price of $0.0001 per share, (iii) Tranche A Common Stock purchase warrants to purchase up to 24,687,295 shares of Common Stock at an exercise price of $0.6076 per share ("the Tranche A Warrants"), and (iv) Tranche B Common Stock purchase warrants to purchase up to 24,687,295 shares of Common Stock at an exercise price of $0.6076 per share (the "Tranche B Warrants"). The combined purchase price for each Private Placement Share, together with the accompanying portion of a Tranche A Warrant and Tranche B Warrant, will be $0.5524 and the combined purchase price for each Pre-Funded Warrant, together with the accompanying portion of a Tranche A Warrant and Tranche B Warrant, will be $0.5523, which price represents the "Minimum Price" in accordance with Nasdaq Listing Rule 5635(d), for expected aggregate gross proceeds at closing of approximately $15.0 million and potential future warrant exercise gross proceeds of approximately $30.0 million. The closing of the private placement (the "Private Placement") is expected to occur on February 5, 2024, subject to satisfaction of customary closing conditions. The Tranche A Warrants will be exercisable from the date when the shareholders of the Company approve the exercise of such warrants pursuant to Nasdaq listing rules and the increase in a

02. Unregistered Sales of Securities

Item 3.02. Unregistered Sales of Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Private Placement is incorporated herein by reference into this Item 3.02. The Private Placement Shares, the Tranche A Warrants, the Tranche B Warrants, the Pre-Funded Warrants, and the shares of common stock underlying the Tranche A Warrants, the Tranche B Warrants and the Pre-Funded Warrants (collectively, the "Securities") were, and will be, offered and sold in transactions exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. Each Purchaser is an "accredited investor," as defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Securities will not initially be registered under the Securities Act and the Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock, notes, or any other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 31, 2024, the Company issued a press release announcing the signing of Securities Purchase Agreements with the Purchasers. A copy of the press release is furnished as Exhibit 99.1, and is incorporated herein by reference. The information furnished under this Item 7.01, including Exhibit 99.1, 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Title 4.1 Form of Pre-Funded Warrant 4.2 Form of Tranche A Warrant 4.3 Form of Tranche B Warrant 10.1 * Form of Securities Purchase Agreement, dated as of January 31, 2024, by and between Kiora Pharmaceuticals, Inc. and the purchasers named therein 10.2 Placement Agency Agreement, dated as of January 31, 2024, by and between Kiora Pharmaceuticals, Inc. and Maxim Group LLC 99. 1 Press Release of Kiora Pharmaceuticals, Inc., dated as of January 31 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *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

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 Executive Vice President of Finance (Principal financial and accounting officer) Date: February 1, 2024

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