Current Report Filing (8-k)
December 21 2018 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported)
December 19, 2018
EYENOVIA, INC.
(Exact name of registrant as specified
in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-38365
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47-1178401
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(Commission File Number)
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(IRS Employer Identification No.)
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295 Madison Avenue, Suite 2400, New
York, NY 10017
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including
area code
917-289-1117
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (
§
230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (
§
240.12b-2 of
this chapter).
Emerging Growth Company
x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01
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Entry into a Material Definitive Agreement.
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On December 19, 2018, Eyenovia, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with National Securities
Corporation, as underwriter (the “Underwriter”), in connection with the public offering of 1,200,000 shares of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price of $2.45 per share, less
underwriting discounts and commissions (the “Offering”).
In addition,
pursuant
to the terms of the Underwriting Agreement
, the Underwriter has a 45-day option
to purchase an additional 180,000 shares of the Company’s Common Stock at the same price (the “Over-Allotment Option”).
The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and also provides for
customary indemnification by the Company and the Underwriter against certain liabilities and customary contribution provisions
in respect of those liabilities.
The Offering was made pursuant to the Company’s
registration statement on Form S-1 (Registration No. 333-228761), including a prospectus contained
therein dated December 19, 2018. On December 20, 2018, the Underwriter exercised in full the Over-Allotment Option. The
closing of the Offering and Over-Allotment Option occurred on December 21, 2018. At closing, the Company received
net proceeds of approximately $3.1 million after deducting underwriting discounts and commissions and offering expenses,
which it intends to use to initiate Phase III clinical trials for MicroPine
and MicroProst, complete formulation work for each development program, and for general corporate purposes, including
working capital.
The foregoing description of the Underwriting Agreement is qualified
in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated
herein by reference.
Item 8.01.
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Other Material Information.
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On December 19, 2018, the Company issued a press release announcing
the pricing of the Offering described in Item 1.01. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURE
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 hereunto duly authorized.
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EYENOVIA, INC.
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Date: December 21, 2018
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By:
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/s/ John Gandolfo
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Name: John Gandolfo
Title: Chief Financial Officer
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