Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 15, 2018, the Board of Directors
(the “Board”) of EyeGate Pharmaceuticals, Inc. (the “Company”) increased the size of the Board from seven
directors to eight directors. The Board appointed Steven J. Boyd as a Class I director of the Company to fill the vacancy created
by the increase in the size of the Board, effective as of May 15, 2018, to serve in office until the 2019 annual meeting of stockholders
or until his successor is duly elected and qualified or until his earlier resignation or removal.
Mr. Boyd
is
the Chief Investment Officer of Armistice Capital (“Armistice”), a long-short equity hedge fund focused on the health
care and consumer sectors based in New York City. Previously, Mr. Boyd had been a Research Analyst at Senator Investment Group,
York Capital, and SAB Capital Management, where he focused on health care. Mr. Boyd began his career as an Analyst at McKinsey & Company. Mr. Boyd has served as a member of the board of directors of Cerecor Inc., an integrated biopharmaceutical company
focused on pediatric healthcare, since April 2017. Mr. Boyd received a B.S. in Economics as well as a B.A. in Political Science
from The Wharton School of the University of Pennsylvania.
Mr. Boyd will not receive compensation
for his services as a member of the Board. There are no understandings or arrangements between Mr. Boyd and any other person pursuant
to which he was selected as a director. Mr. Boyd does not have any family relationship with any director or executive officer of
the Company or any person nominated or chosen by the Company to become a director or officer.
As previously disclosed, on April 17,
2018, the Company completed its public offering of 14,730,000 shares of the Company’s common stock, 6.536.4 shares of
the Company’s Series C Convertible Preferred Stock (convertible into 20,426,250 shares of common stock) and warrants to
purchase 35,156,250 shares of common stock, for aggregate gross proceeds of $11.25 million (the “April
2018 Offering”). An affiliate of Armistice participated in the April 2018 Offering and purchased from the Company (i)
3,150,000 shares of common stock, (ii) 4,092 shares of Series C Convertible Preferred Stock (convertible into 12,787,500
shares of common stock), and (iii) warrants to purchase 15,937,500 shares of common stock, for a total purchase price of
$5.1 million.
Also as previously disclosed, on June 14, 2017, the Company
completed a public offering of 5,336,667 shares of the Company’s common stock, 1,995 shares of the Company’s Series
B Convertible Preferred Stock (convertible into 1,330,000 shares of common stock) and warrants to purchase 6,666,667 shares of
common stock, for aggregate gross proceeds of $10.0 million (the “June 2017 Offering” and, together with the April
2018 Offering, the “Offerings”). An affiliate of Armistice participated in the June 2017 Offering and purchased from
the Company (i) 1,600,000 shares of common stock, (ii) 600 shares of Series B Convertible Preferred Stock (subsequently converted
into 400,000 shares of common stock), and (iii) warrants to purchase 2,000,000 shares of common stock, for a total purchase price
of $3.0 million.
Other than the Offerings, there are no transactions
in which Mr. Boyd has an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K.