Kiora Pharmaceuticals Files 8-K with Corporate Updates

TL;DR

Kiora Pharma filed an 8-K on May 1st, reporting corporate changes and shareholder votes. Expect updates soon.

AI Summary

Kiora Pharmaceuticals, Inc. filed an 8-K on May 3, 2024, reporting events as of May 1, 2024. The filing indicates changes to the company's articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. The company, formerly known as Eyegate Pharmaceuticals Inc., is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing signals potential changes in Kiora Pharmaceuticals' corporate structure or governance, which could impact its strategic direction and shareholder rights.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant negative news or financial distress.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• KIORA PHARMACEUTICALS, INC. (company) — Registrant
• EYEGATE PHARMACEUTICALS INC (company) — Former company name
• May 1, 2024 (date) — Date of earliest event reported
• May 3, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — nge on which registered: Common Stock, $0.01 par value KPRX NASDAQ Indicate by che

Filing Documents

• kprx-20240501.htm (8-K) — 66KB
• certificateofamendment.htm (EX-3.1) — 8KB
• 0001372514-24-000039.txt ( ) — 206KB
• kprx-20240501.xsd (EX-101.SCH) — 2KB
• kprx-20240501_lab.xml (EX-101.LAB) — 23KB
• kprx-20240501_pre.xml (EX-101.PRE) — 13KB
• kprx-20240501_htm.xml (XML) — 3KB

03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 1, 2024, Kiora Pharmaceuticals, Inc. (the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company's Restated Certificate of Incorporation (the "Certificate of Amendment"), which was approved by the Company's stockholders at the Company's 2024 Annual Meeting of Stockholders held on May 1, 2024 (the "Annual Meeting") and by the Company's Board of Directors. The Certificate of Amendment increases the total number of shares of all classes of stock which the Corporation shall have authority to issue to 160,000,000, consisting of 150,000,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), and 10,000,000 shares of preferred stock, par value $0.01 per share. This summary of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On May 1, 2024, the Company held the Annual Meeting. At the Annual Meeting, the Company's stockholders voted on the following proposals: 1. the election of David Hollander, MD, MBA and Erin Parsons as Class III Directors, as nominated by the Company's board of directors (the "Board"), for a three-year term, such term to continue until the annual meeting of stockholders in 2027 or until such directors' successors are duly elected and qualified or until their earlier resignation or removal; 2. t he approval of an amendment to the Company's Restated Certificate of Incorporation to effect a reverse stock split of the shares of Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-10, with the exact ratio of, effective time of and decision to implement the reverse stock split to be determined by the Company's Board of Directors (the "Reverse Stock Split"); 3. the approval of an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock to 150,000,000; 4. the approval of an amendment to the Company's Restated Certificate of Incorporation to adjust voting requirements for certain future amendments; 5. the approval of the Company's 2024 Equity Incentive Plan; 6. the approval, as contemplated by Nasdaq Listing Rule 5635, of the issuance of up to 49,374,590 shares of Common Stock upon the exercise of Tranche A Warrants and Tranche B Warrants issued in a private placement completed in February 2024; 7. the approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the definitive proxy statement filed with respect to the Annual Meeting; 8. the ratification of the appointment of Haskell & White LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; and 9. the approval of an adjournment of the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Title 3.1 Certificate of Amendment to Restated Certificate of Incorporation filed May 1, 2024 10.1 Kiora Pharmaceuticals, Inc. 2024 Equity Incentive Plan (previously filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on March 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 thereunto duly authorized. KIORA PHARMACEUTICALS, INC. By: /s/ Melissa Tosca Melissa Tosca Executive Vice President of Finance (Principal financial and accounting officer) Date: May 1, 2024

View Full Filing

View this 8-K filing on SEC EDGAR