Kiora Pharmaceuticals Files 8-K on Security Holder Rights

TL;DR

Kiora Pharma (KPRX) filed an 8-K detailing changes to security holder rights and corporate governance. Stay tuned for details.

AI Summary

Kiora Pharmaceuticals, Inc. filed an 8-K on June 7, 2024, reporting material modifications to security holder rights and other events. The company, formerly known as Eyegate Pharmaceuticals Inc., is incorporated in Delaware and operates in the pharmaceutical preparations sector. The filing indicates changes related to the company's charter and bylaws, as well as financial statements and exhibits.

Why It Matters

This filing signals potential changes in the rights of Kiora Pharmaceuticals' security holders, which could impact their investment value and voting power.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate documents can introduce uncertainty and potential risks for investors.

Key Players & Entities

• KIORA PHARMACEUTICALS INC (company) — Registrant
• EYEGATE PHARMACEUTICALS INC (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• June 6, 2024 (date) — Date of earliest event reported
• June 7, 2024 (date) — Filing date

FAQ

Key Financial Figures

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

Filing Documents

• kprx-20240606.htm (8-K) — 30KB
• a31certificateofamendment.htm (EX-3.1) — 9KB
• 0001372514-24-000057.txt ( ) — 172KB
• kprx-20240606.xsd (EX-101.SCH) — 2KB
• kprx-20240606_lab.xml (EX-101.LAB) — 23KB
• kprx-20240606_pre.xml (EX-101.PRE) — 13KB
• kprx-20240606_htm.xml (XML) — 3KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 5.03 is incorporated herein by reference.

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 June 6, 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 and by the Company's Board of Directors. The Certificate of Amendment effects a 1-for-9 reverse stock split of the Company's common stock, par value $0.01 per share (the "Common Stock"), in which each nine (9) shares of Common Stock issued and outstanding as of 12:01 a.m. Eastern Time on June 11, 2024 (the effective time of the reverse stock split) will be combined and converted into one share of Common Stock. While the reverse stock split will decrease the number of outstanding shares of Common Stock, it will not change the total number of shares of Common Stock authorized for issuance by the Company, nor will it change the par value of the Common Stock. The reverse stock split is primarily intended to bring the Company into compliance with the minimum bid price requirement for maintaining its listing on The Nasdaq Capital Market. No fractional shares of Common Stock will be issued in connection with the reverse stock split. Instead, the Company will pay cash to any stockholder holding fractional shares as a result of the reverse stock split equal to such fraction multiplied by the closing price per share of Common Stock on The Nasdaq Capital Market as of June 10, 2024, as adjusted to reflect the reverse stock split. 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. The Company expects that the reverse stock split-adjusted shares of its Common Stock will begin tradin

01. Other Items

Item 8.01. Other Items. Immediately prior to the reverse stock split, there were 26,735,116 shares of Common Stock outstanding. Immediately following the reverse stock split, there will be approximately 2,970,568 shares of Common Stock outstanding, subject to adjustment to reflect the elimination of fractional shares. Immediately prior to the reverse stock split there were warrants to purchase 67,136,173 shares of Common Stock outstanding, inclusive of pre-funded warrants to purchase 11,354,237 shares of Common Stock and reflecting a decrease of 3,427,479 shares underlying Class D warrants that expired on June 6, 2024. Immediately following the reverse stock split, there will be warrants to purchase approximately 7,459,575 shares of Common Stock outstanding, inclusive of pre-funded warrants to purchase approximately 1,261,582 shares of Common Stock. Immediately prior to the reverse stock split, there were 100,056,883 shares of Common Stock outstanding on a fully diluted basis. Immediately following the reverse stock split, there will be approximately 11,117,431 shares of Common Stock outstanding on a fully diluted basis.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Title 3.1 Amendment to Restated Certificate of Incorporation of Kiora Pharmaceuticals, Inc., filed June 6, 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: June 7, 2024

View Full Filing

View this 8-K filing on SEC EDGAR