What changed in this filing

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Item 1. Financial Statements

2022-08-11 compared with 2022-05-13 · 191 added, 94 removed, 283 unchanged (50% of the section changed)

4 unchanged sentences

Cash and cash equivalents

Deferred clinical supply costs

License fee and expense reimbursements receivable

11 unchanged sentences

Deferred rent - current portion

Notes payable - current portion, net

Notes payable

Total Current Liabilities

4 unchanged sentences

Preferred stock, $ 0.0001 par value, 6,000,000 shares authorized;

0 shares issued and outstanding as of March 31, 2022 and December 31, 2021

0 shares issued and outstanding as of June 30, 2022 and December 31, 2021

Common stock, $ 0.0001 par value, 90,000,000 shares authorized;

31,698,424 and 28,426,616 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

33,623,053 and 28,426,616 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

8 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Operating Income

Cost of revenue

( 1,600,000 )

Operating Expenses:

5 unchanged sentences

( 4,782,139 )

( 14,309,005 )

( 10,148,778 )

Other Income (Expense):

Other (expense) income,net

Other income, net

Interest expense

2 unchanged sentences

( 4,841,400 )

( 14,578,765 )

( 10,193,067 )

Net Loss Per Share - Basic and Diluted

3 unchanged sentences

Condensed Statements of Changes in Stockholders’ Equity

For the Three Months Ended March 31, 2022

For the Three and Six Months Ended June 30, 2022

Stockholders’

9 unchanged sentences

( 97,558,971 )

Exercise of stock warrants

Stock-based compensation

Issuance of common stock related to vested restricted stock units

( 7,239,100 )

Balance - June 30, 2022

( 104,798,071 )

[1] Includes gross proceeds of $ 14,981,299 less total issuance costs of $ 83,391 .

[2] Includes gross proceeds of $ 886,974 , less total issuance costs of $ 26,609 .

For the Three Months Ended March 31, 2021

For the Three and Six Months Ended June 30, 2021

Stockholders’

7 unchanged sentences

( 82,792,586 )

Exercise of stock warrants

Exercise of stock options

Issuance of SVB warrants [1]

Stock-based compensation

( 4,841,400 )

Balance – June 30, 2021

( 87,633,986 )

[1] Allocated fair value of warrants of $ 354,539 , less allocated issuance costs of $ 3,149 .

The accompanying notes are an integral part of these condensed financial statements.

1 unchanged sentence

Condensed Statements of Cash Flows

For the Three Months Ended

For the Six Months Ended

Cash Flows From Operating Activities

8 unchanged sentences

License fee and expense reimbursements receivables

Deferred clinical supply costs

( 1,538,380 )

Deferred license costs

Security and equipment deposits

Accounts payable

13 unchanged sentences

Proceeds from sale of common stock and warrants in registered direct offering [1]

Issuance of common stock in At the Market Offering [2]

Net issuance of common stock in At the Market Offering [2]

Proceeds from exercise of stock warrants

Proceeds from SVB loan

Repayments of notes payable

Payment of offering issuance costs

Payment of loan issuance costs

Proceeds from exercise of stock options

Net Cash Provided By Financing Activities

12 unchanged sentences

Purchase of insurance premium financed by note payable

Issuance of SVB stock warrants

Issuance of common stock related to vested restricted stock units

4 unchanged sentences

Eyenovia, Inc.

(“Eyenovia” or the “Company”) is a clinical stage ophthalmic company developing a pipeline of advanced therapeutics based on the Company’s proprietary microdose array print (MAP TM ) platform technology.

The Company aims to achieve clinical microdosing of next-generation formulations of novel and existing ophthalmic pharmaceutical agents using its high-precision targeted ocular delivery system, branded the Optejet®.

Optejet µ-therapeutics have the potential to replace conventional eye dropper delivery and improve safety, tolerability, patient compliance and topical delivery success for ophthalmic eye treatments.

In the clinic, the Optejet has demonstrated that its targeted horizontal microdose delivery can achieve a significantly higher rate of successful ocular topical delivery compared to the established rate reported with traditional eye drops (~ 90 % vs.

The Company’s technology is designed to achieve single-digit µl-volume physiologic drug delivery with up to a 75% reduction in ocular drug and preservative topical dosing and has demonstrated significant improvement in the therapeutic index in drugs used for presbyopia, mydriasis and intraocular pressure (“IOP”) lowering through six Phase II and Phase III trials.

Conventional eye formulations lack high-precision micro-volume delivery and expose the ocular surface to approximately 300% more medication and preservatives than are physiologically indicated leading to clinically recognized ocular and non-ocular side effects.

Using the Optejet, the Company is developing the next generation of smart ophthalmic therapeutics which target new indications or new combinations where there are currently no or few drug therapies approved by the U.S.

(“Eyenovia” or the “Company”) is a clinical stage ophthalmic company developing an advanced drug delivery technology to improve the lives of patients with ophthalmic diseases and conditions.

The proprietary platform, the Optejet®, utilizes Microdose Array Print (MAP™) technology that consistently delivers ~8 µL of individual microdroplets evenly and directly to the corneal surface.

The Company aims to achieve precision in ophthalmic drug delivery of novel and existing ophthalmic pharmaceutical agents.

The precise delivery of a low-volume columnar spray by the Optejet® device also minimizes contamination with a non-protruding nozzle and self-closing shutter.

This technology may replace eye droppers by advancing drug delivery beyond the limitations of patient coordination, drug overexposure, gravity, contamination potential, and discomfort towards a more precise, comfortable, and successful drug administration for improved patient care.

The ergonomic and functional design of the Optejet® delivers microdroplets horizontally faster than the blink reflex to minimize instillation discomfort and overflow spillage, providing a more comfortable experience.

In the clinic, the Optejet® has demonstrated that its targeted delivery achieves a significantly high rate of successful administration of 98 % upon first attempt compared to the established rate reported with traditional eye drops of ~ 50 %.

The diagnostics and therapeutics in the Company’s pipeline have been tested in Randomized Controlled Trials and demonstrated significant results in improving the benefit to risk profile for drug delivery.

For example, the Company’s deliberately designed technology provides a 75% reduction in ocular drug and preservative exposure to significantly improve the therapeutic index in drugs used for presbyopia, mydriasis and intraocular pressure (“IOP”) lowering through eight clinical trials.

Eyedrops expose the ocular surface to approximately 300% more medication and preservatives that can lead to unintended effects and induce collateral tissue damage.

Drug delivery via the Optejet device reduces ocular exposure to preservatives comparable to that of non-preserved formulations demonstrating potentially less surface damage from ocular stress.

To address unmet medical needs, the Company is developing the next generation of smart ophthalmic therapeutics to target new indications or new combinations where there are currently no or few drug therapies approved by the U.S.

Food and Drug Administration (“FDA”).

The Company’s microdose therapeutics follow the FDA-designated combination product registration and regulatory process.

The Company’s products are classified by the FDA as drug-device combination products with drug primary mode of action, meaning that the Center for Drug Evaluation and Research (“CDER”) is designated as the lead center with primary jurisdictional oversight.

The Company’s investigational products are classified by the FDA as drug-device combination products with drug primary mode of action, meaning that the Center for Drug Evaluation and Research (“CDER”) is designated as the lead center with primary jurisdictional oversight.

Accordingly, the product candidates are submitted to the FDA CDER for premarket review and approval under new drug applications, or NDAs.

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GAAP for complete financial statements.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed financial statements of the Company as of March 31, 2022 and for the three months ended March 31, 2022 and 2021.

The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed financial statements of the Company as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021.

The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period.

These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2021 and for the year then ended, which were included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2022.

2 unchanged sentences

Liquidity and Going Concern

As of March 31, 2022, the Company had unrestricted cash of approximately $ 26.7 million and an accumulated deficit of approximately $ 97.6 million.

For the three months ended March 31, 2022 and 2021, the Company incurred net losses of approximately $ 7.3 million and $ 5.4 million, respectively, and used cash in operations of approximately $ 8.2 million and $ 4.6 million, respectively.

As of June 30, 2022, the Company had unrestricted cash of approximately $ 21.5 million and an accumulated deficit of approximately $ 104.8 million.

For the six months ended June 30, 2022 and 2021, the Company incurred net losses of approximately $ 14.6 million and $ 10.2 million, respectively, and used cash in operations of approximately $ 12.9 million and $ 9.9 million, respectively.

Subsequent to June 30, 2022, the Company received approximately $ 1.0 million in gross and net proceeds from the sale of 589,809 shares of our common stock pursuant to our At-the-Market Offering program with SVB Leerink.

The Company does not have recurring revenue and has not yet achieved profitability.

2 unchanged sentences

These circumstances raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that these financial statements are issued.

Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to raise further capital, through the sale of additional equity or debt securities or otherwise, to support its future operations.

The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures.

The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or

Implementation of the

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

complement its product and service offerings.

If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve its cash.

Cash, Cash Equivalents and Restricted Cash

Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to raise further capital, through licensing transactions, the sale of additional equity or debt securities or otherwise, to support its future operations.

The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures.

If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce general and administrative and sales and marketing costs in order to conserve its cash.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements.

Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain executed agreements are recorded as Restricted Cash on the balance sheets, such as the collateralized money market account pursuant to the Loan and Security Agreement, dated May 7, 2021 with Silicon Valley Bank (“SVB”), as amended on September 29, 2021 by the First Amendment to the Loan and Security Agreement (the “First Amendment”).

See Note 6 - Notes Payable - Silicon Valley Bank Loan.

Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain executed agreements are recorded as Restricted Cash on the balance sheets, such as the collateralized money market account pursuant to the Loan and Security Agreement, dated May 7, 2021 (the “SVB Loan”) with Silicon Valley Bank (“SVB”), as amended on September 29, 2021 by the First Amendment to the Loan and Security Agreement (the “First Amendment”).

See Note 6 - Notes Payable.

In connection with the First Amendment, the Company pledged to establish and maintain a collateralized money market account in the amount of $ 7,875,000 .

1 unchanged sentence

The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions.

As of March 31, 2022 and December 31, 2021, the Company had cash balances in excess of FDIC insurance limits of $ 26,466,269 and $ 19,211,850 , respectively.

As of June 30, 2022 and December 31, 2021, the Company had cash balances in excess of FDIC insurance limits of $ 21,256,582 and $ 19,211,850 , respectively.

Net Loss Per Common Share

12 unchanged sentences

The Company analyzes its arrangements to assess whether such arrangements involve joint operating activities.

For collaboration arrangements that are deemed to be within the scope of Accounting Standards Codification (“ASC”) Topic 808, “Collaborative Arrangements” (“ASC 808”), the Company allocates the contract consideration between such joint operating activities and elements that are reflective of a vendor-customer relationship and, therefore, within the scope of ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”).

The Company’s policy is to recognize amounts allocated to joint operating activities as a reduction in research and development expense.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Under ASC 606, the Company recognizes revenue when its customers obtain control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

that are reflective of a vendor-customer relationship and, therefore, within the scope of ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”).

The Company’s policy is to recognize amounts allocated to joint operating activities as a reduction in research and development expense.

Under ASC 606, we recognize revenue when our customers obtain control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that we determine are within the scope of ASC 606, we perform the following five steps:

Identify the contract with the customer;

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Sales-based royalty payments derived from usage of intellectual property are recognized when those sales occur.

During 2020, the Company entered into a license agreement (the “Arctic Vision License Agreement”) with Arctic Vision (Hong Kong) Limited (“Arctic Vision”) and a license agreement (the “Bausch License Agreement”) with Bausch Health Companies, Inc.

(“Bausch Health”).

(“Bausch + Lomb”).

Each license has three revenue components:

2 unchanged sentences

3) royalty payments.

Deferred License Fee

The Company enters into license agreements which provide for the receipt of non-refundable, upfront licensing payments.

These payments are recorded as deferred license fees and will be earned and recognized as revenue upon the satisfaction of performance obligations.

See Note 7 – Commitments and Contingencies for additional details.

Clinical Supply Arrangements

Bausch Health and Arctic Vision have contracted with the Company to manufacture and supply them with the appropriate drug-device combination products to conduct their clinical trials on a cost plus 10 % mark-up basis.

Our licensing agreements with Bausch Health and Arctic Vision represent collaborative arrangements and they are not a customer with respect to the clinical supply arrangements.

Bausch + Lomb and Arctic Vision have contracted with the Company to manufacture and supply them with the appropriate drug-device combination products to conduct their clinical trials on a cost plus 10 % mark-up basis.

Our licensing agreements with Bausch + Lomb and Arctic Vision represent collaborative arrangements and they are not a customer with respect to the clinical supply arrangements.

The Company’s policy is to (a) defer the materials and manufacturing costs in order to properly match them up against the income from the clinical supply arrangements;

3 unchanged sentences

These reclassifications have no effect on previously reported results of operations or loss per share.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Recently Adopted Accounting Standards

5 unchanged sentences

The Company adopted ASU 2021-04 effective January 1, 2022.

This standard did not have a material impact on its financial position, results of operations or cash flow.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

This standard did not have a material impact on the Company’s financial position, results of operations or cash flow.

Note 3 – Prepaid Expenses and Other Current Assets

As of March 31, 2022 and December 31, 2021, prepaid expenses and other current assets consisted of the following:

As of June 30, 2022 and December 31, 2021, prepaid expenses and other current assets consisted of the following:

Prepaid insurance expenses

Payroll tax receivable

Clinical supply deferred costs

Prepaid professional fees

Prepaid research and development expenses

Prepaid general and admin expenses

Prepaid board of directors fees

Prepaid conference expenses

Prepaid patent expenses

Prepaid rent and security deposit

Prepaid conference expenses

Prepaid professional fees

Prepaid security deposits

Prepaid board of directors fees

Total prepaid expenses and other current assets

Note 4 – Accrued Compensation

As of March 31, 2022 and December 31, 2021, accrued compensation consisted of the following:

As of June 30, 2022 and December 31, 2021, accrued compensation consisted of the following:

Accrued bonus expenses

2 unchanged sentences

Note 5 – Accrued Expenses and Other Current Liabilities

As of March 31, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following:

As of June 30, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following:

Accrued research and development expenses

Accrued consulting and professional services

Accrued interest

Accrued research and development expenses

Credit card payable

2 unchanged sentences

Total accrued expenses and other current liabilities

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 6 – Notes Payable

As of March 31, 2022 and December 31, 2021, notes payable consisted of the following:

March 31, 2022

As of June 30, 2022 and December 31, 2021, notes payable consisted of the following:

June 30, 2022

December 31, 2021

Notes Payable

Debt Discount

Notes Payable

Debt Discount

D&O insurance policy loan

1 unchanged sentence

Notes payable, current

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

On February 24, 2022, the Company issued a note payable for the purchase of a directors and officers liability insurance policy (the “D&O Loan”).

1 unchanged sentence

The note accrues interest at a rate of 3.26 % per year and matures on August 24, 2022 .

During the three months ended March 31, 2022, the Company repaid $ 111,793 of principal balance on the D&O Loan.

During the three months ended March 31, 2022, the Company recorded interest expense of $ 145,237 , of which $ 143,403 is related to the SVB loan (including amortization of debt discount of $ 26,214 ) and $ 1,834 is related to the D&O Loan.

During the six months ended June 30, 2022, the Company repaid an aggregate of $ 448,999 of principal balance on the D&O Loan.

During the three months ended June 30, 2022, the Company recorded interest expense of $ 153,436 , of which $ 149,758 is related to the SVB Loan (including amortization of debt discount of $ 26,217 ) and $ 3,678 is related to the D&O Loan.

During the six months ended June 30, 2022, the Company recorded interest expense of $ 298,673 , of which $ 293,161 is related to the SVB Loan (including amortization of debt discount of $ 52,431 ) and $ 5,512 is related to the D&O Loan.

SVB Loan Amendment

On May 6, 2022, the Company and SVB agreed to amend the terms of the SVB Loan dated May 7, 2021.

Pursuant to the amendment, the repayment term of the SVB Loan is reduced to 24 consecutive calendar months and the date that the first payment is due by the Company is extended to June 1, 2023.

The amendment did not result in a 10 % change in the net present value of the SVB Loan cash flows and, accordingly, the amendment was accounted for as a modification (a continuation of the original loan).

Note 7 – Commitments and Contingencies

Employment Agreements

On February 14, 2022, the Compensation Committee of the Board approved amendments to the Employment Agreements with its executive officers (the “Employment Agreement Addendums”).

On February 14, 2022, the Compensation Committee of the Board of Directors of the Company (the “Board”) approved amendments to the Employment Agreements with its executive officers (the “Employment Agreement Addendums”).

Each of the Employment Agreement Addendums provides that if the executive’s employment is terminated by the Company without “Cause” or the executive suffers an “Involuntary Termination” (each as defined in the employment agreements), provided that the executive has signed a full release of all claims, the executive will be entitled to receive:

(i) severance pay equal to twelve months of his or her then-current base salary (currently estimated at approximately $ 1,331,000 in the aggregate), and (ii) a reimbursement for health insurance benefits under COBRA for the executive and his or her spouse and dependents for a period of twelve months or until the executive becomes eligible for comparable insurance benefits from another employer, whichever is earlier.

(i) severance pay equal to twelve months of his or her then-current base salary (estimated at approximately $ 1,517,000 in the aggregate as of the date of the Employment Agreement Addendums), and (ii) a reimbursement for health insurance benefits under COBRA for the executive and his or her spouse and dependents for a period of twelve months or until the executive becomes eligible for comparable insurance benefits from another employer, whichever is earlier.

Operating Leases

2 unchanged sentences

Since the inception of the lease, the Company has made $ 112,600 of leasehold improvements related to this lease which are included in property and equipment, net on the accompanying balance sheets.

The Company’s rent expense amounted to $ 17,095 and $ 17,020 for the three months ended March 31, 2022 and 2021, respectively.

The Company’s rent expense for this space is recorded in Research and Development on the condensed statement of operations and amounted to $ 16,212 for the three months ended June 30, 2022 and 2021, and $ 32,424 for the six months ended June 30, 2022 and 2021.

On April 8, 2022, the Company agreed to enter into a lease agreement for a new office space of 3,916 square feet commencing on June 1, 2022 in Laguna Hills, CA.

The lease expires on July 31, 2027 and provides for lease payments of $ 9,203 per month payable on the first day of each month commencing September 1, 2022, and a security deposit of $ 11,400 .

The Company’s rent expense for this space is recorded in General and Administrative on the condensed statement of operations and amounted to $ 9,457 during the three and six months ended June 30, 2022.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

On May 19, 2022, the Company agreed to enter into a lease agreement for a new office space located in Reno, Nevada of 10,881 square feet commencing on May 23, 2022.

The amended lease expires on September 23, 2027 with an option to extend the lease for an additional period of 60 months , and provides for lease payments ranging from $ 13,056 per month to $ 16,663 per month and a security deposit of $ 53,000 .

The Company’s rent expense for this space is recorded in Research and Development on the condensed statement of operations and amounted to $ 18,549 during the three and six months ended June 30, 2022.

This lease replaces the aforementioned 953 square foot Reno lease.

Litigations, Claims and Assessments

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The Company will pay SVB Leerink a commission equal to three percent ( 3.0 )% of the gross sales proceeds of any common stock sold through SVB Leerink under the December 2021 Sales Agreement, and also has provided SVB Leerink with certain indemnification rights.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2022, the Company received approximately $ 0.9 million in net proceeds from the sale of 252,449 shares of its common stock pursuant to the December 2021 Sales Agreement.

Through June 30, 2022, the Company received approximately $ 0.9 million in net proceeds from the sale of 252,449 shares of its common stock pursuant to the December 2021 Sales Agreement.

Securities Purchase Agreement

On March 3, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional and accredited investor (the “Purchaser”), relating to the issuance and sale of 3,000,000 shares (the “Shares”) of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 1,870,130 shares of common stock and warrants to purchase an aggregate of 4,870,130 shares of common stock (the “Investor Warrants”) in a registered direct offering (the “March 2022 Offering”).

On March 3, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional and accredited investor (the “Purchaser”), relating to the issuance and sale of 3,000,000 shares (the “Shares”) of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 1,870,130 shares of common stock and warrants to purchase an aggregate of 4,870,130 shares of common stock (the “Investor Warrants”) in a registered direct offering (the “March 2022 Offering”).

The Company determined that the warrants qualified for equity classification.

3 unchanged sentences

The Pre-Funded Warrants shall terminate when fully exercised and the Investor Warrants will terminate five years from the initial exercisability date.

The aggregate gross proceeds to the Company from the March 2022 Offering were approximately $ 15 million, excluding the proceeds, if any, from the exercise of the Pre-Funded Warrants and the Investor Warrants.

The aggregate gross proceeds to the Company from the March 2022 Offering were approximately $ 15 million with aggregate issuance costs of approximately $ 83,000 , excluding the proceeds, if any, from the exercise of the Pre-Funded Warrants and the Investor Warrants.

No underwriter or placement agent participated in the March 2022 Offering.

See Note 10 – Subsequent Events for additional information.

The March 2022 Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No.

333-261638), as previously filed with and declared effective by the Securities and Exchange Commission and a related prospectus.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Equity Incentive Plan

On June 16, 2022, the stockholders approved an amendment to the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan, reserving an additional 1,500,000 shares of common stock for further issuance under such plan.

Stock-Based Compensation Expense

The Company records stock-based compensation expense related to stock options and restricted stock units (“RSUs”).

For the three months ended March 31, 2022 and 2021, the Company recorded expense of $ 908,987 ($ 501,181 of which was included within research and development expenses and $ 407,806 was included within general and administrative expenses on the statements of operations) and $ 656,913 ($ 329,713 of which was included within research and development expenses and $ 327,200 was included within general and administrative expenses on the statements of operations), respectively.

For the three months ended June 30, 2022 and 2021, the Company recorded expense of $ 1,036,926 ($ 516,669 of which was included within research and development expenses and $ 520,257 was included within general and administrative expenses on the statements of operations) and $ 637,355 ($ 319,497 of which was included within research and development expenses and $ 317,858 was included within general and administrative expenses on the statements of operations), respectively.

For the six months ended June 30, 2022 and 2021, the Company recorded expense of $ 1,945,913 ($ 1,017,850 of which was included within research and development expenses and $ 928,063 was included within general and administrative expenses on the statements of operations) and $ 1,294,268 ($ 649,210 of which was included within research and development expenses and $ 645,058 was included within general and administrative expenses on the statements of operations), respectively.

Restricted Stock Units

A summary of the restricted stock units activity during the three months ended March 31, 2022 is presented below:

A summary of the restricted stock units activity during the six months ended June 30, 2022 is presented below:

Grant Date Value

RSUs non-vested January 1, 2022

RSUs non-vested March 31, 2022

Vested RSUs undelivered March 31, 2022

RSUs non-vested June 30, 2022

Vested RSUs undelivered June 30, 2022

To date, the RSUs have only been granted to directors in accordance with the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan.

The Company’s policy is not to deliver shares underlying the RSUs until the termination of service.

As of March 31, 2022, there was $ 54,688 of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 0.6 years.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

As of June 30, 2022, there was $ 191,667 of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 1.0 years.

Stock Options

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

Expected term (years)

1 unchanged sentence

2.79 % - 2.79 %

0.80 % - 1.58 %

0.76 % - 2.79 %

0.45 % - 1.58 %

Expected volatility

Expected dividends

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The Company has computed the fair value of stock options granted using the Black-Scholes option pricing model.

6 unchanged sentences

Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

The weighted average estimated grant date fair value of the stock options granted for the three months ended March 31, 2022 and 2021 were approximately $ 2.28 and $ 3.82 per share, respectively.

A summary of the option activity during the three months ended March 31, 2022 is presented below:

The weighted average estimated grant date fair value of the stock options granted for the three months ended June 30, 2022 and 2021 was approximately $ 1.37 and $ 3.48 per share, respectively.

The weighted average estimated grant date fair value of the stock options granted for the six months ended June 30, 2022 and 2021 was approximately $ 2.02 and $ 4.33 per share, respectively.

A summary of the option activity during the six months ended June 30, 2022 is presented below:

Outstanding, January 1, 2022

Outstanding March 31, 2022

Exercisable March 31, 2022

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The following table presents information related to stock options as of March 31, 2022:

Outstanding June 30, 2022

Exercisable June 30, 2022

The following table presents information related to stock options as of June 30, 2022:

Options Outstanding

1 unchanged sentence

Remaining Life

As of March 31, 2022, there was $ 5,295,408 of unrecognized stock-based compensation expense related to stock options which will be recognized over a weighted average period of 1.9 years.

A summary of the warrant activity for the three months ended March 31, 2022 is presented below:

Outstanding January 1, 2022

Outstanding March 31, 2022

Exercisable March 31, 2022

$ 1.00 - $ 1.99

$ 2.00 - $ 2.99

$ 3.00 - $ 3.99

$ 4.00 - $ 4.99

$ 5.00 - $ 5.99

$ 6.00 - $ 6.99

As of June 30, 2022, there was $ 4,605,289 of unrecognized stock-based compensation expense related to stock options which will be recognized over a weighted average period of 1.7 years.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The following table presents information related to warrants as of March 31, 2022:

A summary of the warrant activity for the six months ended June 30, 2022 is presented below:

Outstanding January 1, 2022

( 1,870,130 )

Outstanding June 30, 2022

Exercisable June 30, 2022

The following table presents information related to warrants as of June 30, 2022:

Warrants Outstanding

1 unchanged sentence

Remaining Life

Stock Warrant Exercises

During the six months ended June 30, 2022, the Company issued an aggregate of 1,870,130 shares of common stock pursuant to the exercise of pre-funded warrants for aggregate proceeds of $ 18,701 at an exercise price of $ 0.01 per share.

Note 9 – Employee Benefit Plans

3 unchanged sentences

For 2022 and 2021, the Company’s Board of Directors has approved a matching contribution equal to 100 % of elective deferrals up to 4 % of eligible earnings with the matching contribution subject to certain vesting requirements as outlined in the Plan documents.

During the three months ended March 31, 2022 and 2021, the Company recorded expense of $ 86,099 and $ 64,178 associated with its matching contributions, respectively.

During the three months ended June 30, 2022 and 2021, the Company recorded expense of $ 47,883 and $ 46,663 associated with its matching contributions, respectively.

During the six months ended June 30, 2022 and 2021, the Company recorded expense of $ 133,982 and $ 110,841 associated with its matching contributions, respectively.

Note 10 – Subsequent Events

The Company has evaluated events that have occurred after the balance sheet date and through the date the financial statements were issued.

Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below.

SVB Loan Amendment

On May 6, 2022, the Company and SVB agreed to amend the terms of the SVB Loan dated May 7, 2021.

Pursuant to the amendment, the repayment term of the SVB Loan is reduced to 24 consecutive calendar months and the date that the first payment is due by the Company is extended to June 1, 2023.

Warrant Exercises

Subsequent to March 31, 2022, the Company issued an aggregate of 1,870,130 shares of the Company’s common stock pursuant to the exercise of the Pre-Funded Warrants at an exercise price of $ 0.01 per share for aggregate gross proceeds of $ 18,701 .

See Note 8 – Stockholders’ Equity – Securities Purchase Agreement and Note 8 – Stockholders’ Equity - Warrants for additional information.

Transition of Chief Executive Officer

On July 27, 2022, the Company announced the appointment of Michael Rowe as its new Chief Executive Officer, effective August 1, 2022, with Dr.

Tsontcho (Sean) Ianchulev becoming Executive Chairman of the Board.

Rowe will also serve as a member of the Board.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

On July 26, 2022, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr.

Rowe under which he will serve as Chief Executive Officer of the Company.

Under the terms of the Employment Agreement, Mr.

Rowe will receive an annual salary of $ 575,000 .

He is eligible to receive a cash bonus of up to 60 % of his base salary.

Additionally, Mr.

Rowe received an option to purchase 440,000 shares of the Company’s common stock, pursuant to the Company's Amended and Restated 2018 Omnibus Stock Incentive Plan, as amended.

Rowe will also continue to participate in any and all benefit plans, from time to time, in effect for senior management, along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time.

As a result of the change of salary, the aggregate potential severance pay for the executive officers of the Company is approximately $ 1,004,000 .

The Company also entered into an agreement with Dr.

Ianchulev (the “Executive Chairman Agreement”) pursuant to which Dr.

Ianchulev will provide medical expertise and consultation related to the Company’s research and development programs, and such other matters as reasonably requested by the Company for an initial period of one year.

In consideration for Dr.

Ianchulev’s services, the Company has agreed to provide Dr.

Ianchulev with a $ 5,000 monthly retainer throughout the term of the agreement, in addition to the compensation payable to all non-employee members of the Board.

Stock Options and Restricted Stock Units

Subsequent to June 30, 2022, the Company issued ten-year stock options to purchase an aggregate of 56,406 shares of common stock of the Company at an exercise price of $ 1.90 per share and issued an aggregate of 40,374 restricted stock units to certain directors.

The stock options and restricted stock units vest on the earlier of June 16, 2023, or the date of the 2023 annual meeting of stockholders.

Subsequent to June 30, 2022, the Company issued ten-year stock options to certain employees to purchase an aggregate of 69,000 shares of common stock of the Company at an exercise price of $ 1.66 per share.

The options vest as follows:

(i) one-third of the shares vest on the one-year anniversary of the issuance date;

and (ii) the remaining two-thirds vest in equal installments beginning 13 months from the issuance date and ending 36 months from the issuance date.

The fair value of the options will be recognized over the vesting period.

At-the-Market Offering Program

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What changed 10-Q

Item 1. Financial Statements