Item 1.01.
Entry into a Material Definitive Agreement.
On March 23, 2020, Eyenovia, Inc. (the “Company”)
entered into a Securities Purchase Agreement with various investors pursuant to which the Company agreed to sell approximately
$6.0 million of units (the “Units”), with each Unit consisting of (i) one share of our common stock, par value $0.0001
per share (the “Common Stock”), (ii) a one-year warrant to purchase 0.5 of a share of our Common Stock (“Class
A Warrant”), and (iii) a five-year warrant to purchase 0.75 of a share of our Common Stock (“Class B Warrant”)
(the Class A Warrants and Class B Warrants, collectively, the “Warrants”). The Units were sold at a price to the public
of $2.21425 per Unit. The Units were sold to certain directors and executive officers at a price of $2.42625 per Unit.
The offering closed on March 24, 2020. At
closing, the Company received net proceeds of approximately $5.3 million after deducting placement agent fees and offering expenses.
National Securities Corporation, a wholly
owned subsidiary of National Holdings Corporation (NASDAQ:NHLD), acted as the sole Placement Agent for the offering.
In the offering,
the Company issued an aggregate of 2,675,293 shares of Common Stock, Class A Warrants to purchase up to 1,337,659 shares of Common
Stock and Class B Warrants to purchase up to 2,006,495 shares of Common Stock.
The exercise price of the Class A Warrants
issued to the public is $2.058 per share and the exercise price of the Class A Warrants issued to the directors and officers is
$2.27 per share, both subject to adjustment for stock splits, stock dividends and similar corporate events. All the Class A Warrants
terminate in one year after date of issuance and are exercisable at any time or times on or after the date of issuance.
The exercise price of the Class B Warrants
issued to the public is $2.4696 per share and the exercise price of the Class B Warrants issued to the directors and officers is
$2.724 per share, both subject to adjustment for stock splits, stock dividends and similar corporate events. All the Class B Warrants
terminate in five years after date of issuance. The Class B Warrants are exercisable at any time or times on or after the date
of issuance.
In connection with the offering, on March
23, 2020, the Company also entered into a Registration Rights Agreement with the investors. Pursuant to the Registration Rights
Agreement, the Company must file with the U.S. Securities and Exchange Commission (the “SEC”), no later than 30 days
following the date on which the Company files its Form 10-K for the year ended December 31, 2019 with the SEC, a registration statement
on Form S-3 covering the shares of Common Stock issued in the offering and the shares of Common Stock underlying the Warrants.
The Company intends to use the net proceeds
of the offering, together with other available funds, for the MicroLine and MicroPine clinical studies, to advance MicroStat’s
new drug application, and for working capital and general corporate purposes.
The form of Class A Warrant, Class B Warrant,
the Securities Purchase Agreement and the Registration Rights Agreement are filed herewith as Exhibits 4.1, 4.2, 10.22 and 10.23,
respectively, and are incorporated herein by reference. The foregoing descriptions of the Class A Warrant, Class B Warrant, the
Securities Purchase Agreement and the Registration Rights Agreement are not complete and are qualified in their entirety by reference
to the respective exhibits.
The Common Stock and Warrants were sold
in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance
on Section 4(a)(2) and Regulation D promulgated under the Securities Act. Neither the Common Stock nor the Warrants may be
offered or sold in any state or jurisdiction absent registration or exemption from registration under the Securities Act and any
applicable state or jurisdiction securities laws.
The information contained in this Current
Report on Form 8-K is not an offer to sell or a solicitation of an offer to buy the Common Stock or Warrants or any other securities
of the Company.
Copies of the press releases regarding the
above matters are attached hereto as Exhibit 99.1 and 99.2 and are incorporated herein by reference.