Item 1.01 Entry into a Material Definitive
Agreement.
On August 9, 2021, EyeGate Pharmaceuticals,
Inc. (“EyeGate” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with several institutional and accredited investors for the sale by the Company of 4,668,844 shares (the “Shares”)
of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a purchase price of $2.3025 per share,
in a registered direct offering. Concurrently with the sale of the Shares, pursuant to the Purchase Agreement the Company also sold to
the investors unregistered warrants to purchase up to an aggregate of 2,334,422 shares of Common Stock (the “Warrants”). Subject
to certain ownership limitations, the Warrants are immediately exercisable upon issuance at an exercise price equal to $2.24 per share
of Common Stock, subject to adjustments as provided under the terms of the Warrants. The Warrants are exercisable for five and one-half
years from the initial exercise date. The closing of the sales of these securities under the Purchase Agreement is expected to occur on
or about August 11, 2021, subject to the satisfaction of customary closing conditions.
The gross proceeds to the Company from the
offerings are expected to be approximately $10.75 million, before deducting the placement agent’s fees and other offering expenses,
and excluding the proceeds, if any, from the exercise of the Warrants. The Company intends to use the net proceeds from the transactions
to support its operations, including for clinical trials, for working capital and for other general corporate purposes, which will include
the pursuit of the Company’s other research and development efforts and could also include the acquisition or in-license of other
products, product candidates or technologies. The Company has not yet determined the amount of net
proceeds to be used specifically for any of the foregoing purposes.
The Shares (but not the Warrants or shares
of Common Stock issuable upon exercise of the Warrants) are offered and sold by the Company pursuant to an effective shelf registration
statement on Form S-3, which was filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2019 and subsequently
declared effective on May 13, 2019 (File No. 333-231204) (the “Registration Statement”), and the base prospectus dated
as of May 13, 2019 contained therein. The Company will file a prospectus supplement with the SEC in connection with the sale of the Shares.
The Warrants and the shares issuable upon
exercise of the Warrants are being sold and issued without registration under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public
offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under
applicable state laws.
The representations, warranties and covenants
contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations,
warranties and covenants: (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not
as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material
by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is filed with this report only to provide
investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding
the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the
Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The Company has agreed to pay H.C. Wainwright
& Co., LLC (the “Placement Agent”) an aggregate cash fee equal to 7.0% of the aggregate gross proceeds received by the
Company from the offerings plus a management fee equal to 1.0% of the aggregate gross proceeds received by the Company from the sale of
the securities in the offerings. In addition, the Company also agreed to issue to the Placement Agent or its designees warrants to purchase
up to 5.0% of the aggregate number of shares sold in the transactions (the “Placement Agent Warrants”), or warrants to purchase
up to 233,442 shares of Common Stock. The Placement Agent Warrants will have an exercise price of $2.8781 per share of Common Stock, which
represents 125% of the offering price, and will be exercisable for five years from the commencement of the sales pursuant to the offering.
The Placement Agent Warrants and the shares issuable upon exercise of the Placement Agent Warrants will be issued in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance
on similar exemptions under applicable state laws. The Placement Agent also has a six-month right of first offer period, twelve month
tail period, indemnification and other customary provisions for transactions of this nature. The Company will also pay the Placement Agent
a non-accountable expenses of $75,000 and clearing fees of $15,950.
The forms of the Purchase Agreement, Warrant and
Placement Agent Warrant, as well as the Engagement Letter, are filed as Exhibits 10.1, 4.1, 4.2 and 10.2, respectively, to this Current
Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such
documents, which are incorporated herein by reference.