HYPERION DEFI, INC. 10-Q

Item 1. Financial Statements. EYENOVIA, INC. Condensed Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ 2022 2021 ​ (unaudited) ​ ​ ​ Assets ​ ​ ​ ​ ​ Current Assets: ​ ​ Cash and cash equivalents ​ $ 21,506,582 ​ $ 19,461,850 Deferred clinical supply costs ​ ​ 1,538,380 ​ ​ — License fee and expense reimbursements receivable ​ ​ 709,234 ​ ​ 1,805,065 Prepaid expenses and other current assets ​ 1,858,530 ​ 721,438 ​ ​ ​ ​ ​ Total Current Assets ​ 25,612,726 ​ 21,988,353 ​ ​ ​ ​ ​ ​ ​ Restricted cash ​ 7,875,000 ​ 7,875,000 Property and equipment, net ​ 1,406,666 ​ 1,271,225 Security deposits ​ 201,407 ​ 132,539 Equipment deposits ​ 510,239 ​ 391,941 ​ ​ ​ ​ ​ ​ ​ Total Assets ​ $ 35,606,038 ​ $ 31,659,058 ​ ​ ​ ​ Liabilities and Stockholders’ Equity ​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ Accounts payable ​ $ 2,686,794 ​ $ 1,614,104 Accrued compensation ​ 1,014,084 ​ 1,543,618 Accrued expenses and other current liabilities ​ 824,302 ​ 845,719 Deferred rent - current portion ​ ​ 27,462 ​ ​ 18,685 Notes payable ​ ​ 7,429,131 ​ ​ 7,150,368 Total Current Liabilities ​ 11,981,773 ​ 11,172,494 Deferred rent - non-current portion ​ 13,528 ​ 19,949 ​ ​ ​ ​ ​ Total Liabilities ​ 11,995,301 ​ 11,192,443 ​ ​ ​ Commitments and contingencies (Note 7) ​ ​ ​ ​ ​ Stockholders’ Equity: ​ ​ Preferred stock, $ 0.0001 par value, 6,000,000 shares authorized; 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; 33,623,053 and 28,426,616 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively ​ 3,363 ​ 2,844 Additional paid-in capital ​ 128,405,445 ​ 110,683,077 Accumulated deficit ​ ( 104,798,071 ) ​ ( 90,219,306 ) Total Stockholders’ Equity ​ ​ 23,610,737 ​ ​ 20,466,615 Total Liabilities and Stockholders’ Equity ​ $ 35,606,038 ​ $ 31,659,058 ​ The accompanying notes are an integral part of these condensed financial statements. ​ 2 Table of Contents EYENOVIA, INC. Condensed Statements of Operations (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Six Months Ended ​ ​ June 30, ​ June 30, ​ 2022 2021 2022 2021 Operating Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ — ​ $ 2,000,000 ​ $ — ​ $ 4,000,000 Cost of revenue ​ ​ — ​ ​ ( 800,000 ) ​ ​ — ​ ​ ( 1,600,000 ) Gross Profit ​ ​ — ​ ​ 1,200,000 ​ ​ — ​ ​ 2,400,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ ​ 3,586,866 ​ ​ 3,684,647 ​ ​ 7,299,450 ​ ​ 8,007,296 General and administrative ​ 3,534,590 ​ 2,297,492 ​ 7,009,555 ​ 4,541,482 Total Operating Expenses ​ 7,121,456 ​ 5,982,139 ​ 14,309,005 ​ 12,548,778 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss From Operations ​ ( 7,121,456 ) ​ ( 4,782,139 ) ​ ( 14,309,005 ) ​ ( 10,148,778 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Income (Expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income, net ​ ​ 33,376 ​ ​ 18,566 ​ ​ 26,303 ​ ​ 37,152 Interest expense ​ ​ ( 153,436 ) ​ ( 78,047 ) ​ ​ ( 298,673 ) ​ ​ ( 83,195 ) Interest income ​ 2,416 ​ 220 ​ 2,610 ​ 1,754 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss ​ $ ( 7,239,100 ) ​ $ ( 4,841,400 ) ​ $ ( 14,578,765 ) ​ $ ( 10,193,067 ) ​ ​ ​ ​ ​ ​ ​ ​ Net Loss Per Share - Basic and Diluted ​ $ ( 0.22 ) ​ $ ( 0.19 ) ​ $ ( 0.46 ) ​ $ ( 0.40 ) ​ ​ ​ ​ ​ Weighted Average Number of Common Shares Outstanding - Basic and Diluted ​ 33,644,867 ​ 25,927,303 ​ 31,836,582 ​ 25,630,572 ​ The accompanying notes are an integral part of these condensed financial statements. ​ 3 Table of Contents EYENOVIA, INC. Condensed Statements of Changes in Stockholders’ Equity (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three and Six Months Ended June 30, 2022 ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-In ​ Accumulated ​ Stockholders’ ​ Shares Amount Capital Deficit Equity Balance - January 1, 2022 28,426,616 ​ $ 2,844 ​ $ 110,683,077 ​ $ ( 90,219,306 ) ​ $ 20,466,615 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock and warrants in registered direct offering [1] 3,000,000 ​ 300 ​ 14,897,608 ​ — ​ 14,897,908 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock in At the Market offering [2] 252,449 ​ 25 ​ 860,340 ​ — ​ 860,365 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation — ​ — ​ 908,987 ​ — ​ 908,987 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock related to vested restricted stock units 19,359 ​ 2 ​ ( 2 ) ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 7,339,665 ) ​ ​ ( 7,339,665 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance - March 31, 2022 ​ 31,698,424 ​ $ 3,171 ​ $ 127,350,010 ​ $ ( 97,558,971 ) ​ $ 29,794,210 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise of stock warrants ​ 1,870,130 ​ ​ 187 ​ ​ 18,514 ​ ​ ​ ​ ​ 18,701 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ — ​ ​ — ​ ​ 1,036,926 ​ ​ — ​ ​ 1,036,926 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock related to vested restricted stock units ​ 54,499 ​ ​ 5 ​ ​ ( 5 ) ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 7,239,100 ) ​ ​ ( 7,239,100 ) Balance - June 30, 2022 33,623,053 ​ $ 3,363 ​ $ 128,405,445 ​ $ ( 104,798,071 ) ​ $ 23,610,737 [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 and Six Months Ended June 30, 2021 ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-In ​ Accumulated ​ Stockholders’ ​ Shares Amount Capital Deficit Equity Balance - January 1, 2021 ​ 24,978,585 ​ $ 2,498 ​ $ 92,742,306 ​ $ ( 77,440,919 ) ​ $ 15,303,885 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise of stock warrants ​ 644,992 ​ ​ 65 ​ ​ 1,530,925 ​ ​ — ​ ​ 1,530,990 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ — ​ ​ — ​ ​ 656,913 ​ ​ — ​ ​ 656,913 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 5,351,667 ) ​ ​ ( 5,351,667 ) Balance - March 31, 2021 ​ 25,623,577 ​ $ 2,563 ​ $ 94,930,144 ​ $ ( 82,792,586 ) ​ $ 12,140,121 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise of stock warrants ​ 232,022 ​ ​ 23 ​ ​ 572,978 ​ ​ — ​ ​ 573,001 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise of stock options ​ 91,047 ​ ​ 9 ​ ​ 130,081 ​ ​ — ​ ​ 130,090 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of SVB warrants [1] ​ — ​ ​ — ​ ​ 351,390 ​ ​ — ​ ​ 351,390 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ — ​ ​ — ​ ​ 637,355 ​ ​ — ​ ​ 637,355 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 4,841,400 ) ​ ​ ( 4,841,400 ) Balance – June 30, 2021 ​ 25,946,646 ​ $ 2,595 ​ $ 96,621,948 ​ $ ( 87,633,986 ) ​ $ 8,990,557 [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. ​ 4 Table of Contents EYENOVIA, INC. Condensed Statements of Cash Flows (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended ​ ​ June 30, ​ 2022 2021 Cash Flows From Operating Activities ​ ​ Net loss ​ $ ( 14,578,765 ) ​ $ ( 10,193,067 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Stock-based compensation ​ ​ 1,945,913 ​ ​ 1,294,268 Depreciation of property and equipment ​ 145,901 ​ 75,243 Amortization of debt discount ​ ​ 52,431 ​ ​ 15,514 Changes in operating assets and liabilities: ​ ​ ​ ​ Prepaid expenses and other current assets ​ ( 461,761 ) ​ ( 259,996 ) License fee and expense reimbursements receivables ​ ​ 1,095,831 ​ ​ 2,066,707 Deferred clinical supply costs ​ ​ ( 1,538,380 ) ​ ​ — Deferred license costs ​ ​ — ​ ​ 1,600,000 Security and equipment deposits ​ ​ ( 68,868 ) ​ ​ — Accounts payable ​ 1,072,690 ​ 205,969 Accrued compensation ​ ( 529,534 ) ​ ( 280,006 ) Accrued expenses and other current liabilities ​ ( 21,417 ) ​ ( 425,769 ) Deferred license fee ​ ​ — ​ ​ ( 4,000,000 ) Deferred rent ​ 2,356 ​ ( 2,004 ) Net Cash Used In Operating Activities ​ ( 12,883,603 ) ​ ( 9,903,141 ) ​ ​ ​ ​ ​ Cash Flows From Investing Activities ​ ​ ​ ​ ​ ​ Purchases of property and equipment ​ ​ ( 281,342 ) ​ ​ ( 647,744 ) Vendor deposits for property and equipment ​ ​ ( 118,298 ) ​ ​ — Net Cash Used In Investing Activities ​ ​ ( 399,640 ) ​ ​ ( 647,744 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows From Financing Activities ​ ​ ​ ​ Proceeds from sale of common stock and warrants in registered direct offering [1] ​ 14,981,299 ​ 2,103,991 Net issuance of common stock in At the Market Offering [2] ​ ​ 860,365 ​ ​ — Proceeds from exercise of stock warrants ​ ​ 18,701 ​ ​ — Proceeds from SVB loan ​ ​ — ​ ​ 7,500,000 Repayments of notes payable ​ ​ ( 448,999 ) ​ ​ ( 311,563 ) Payment of offering issuance costs ​ ​ ( 83,391 ) ​ ​ — Payment of loan issuance costs ​ ​ — ​ ​ ( 66,618 ) Proceeds from exercise of stock options ​ ​ — ​ ​ 130,090 Net Cash Provided By Financing Activities ​ 15,327,975 ​ 9,355,900 Net Increase (Decrease) in Cash and Cash Equivalents ​ 2,044,732 ​ ( 1,194,985 ) Cash and cash equivalents - Beginning of Period ​ 27,336,850 ​ 28,371,828 Cash and cash equivalents - End of Period ​ $ 29,381,582 ​ $ 27,176,843 [1] Includes gross proceeds of $ 14,981,299 , of which $ 5,741,299 is pre-funded warrants. [2] Includes gross proceeds of $ 886,974 , less total issuance costs of $ 26,609 . ​ 5 Table of Contents ​ ​ ​ ​ ​ ​ ​ Cash,cash equivalents and restricted cash consisted of the following: ​ ​ ​ ​ Cash and cash equivalents ​ $ 21,506,582 ​ $ 27,176,843 Restricted cash ​ ​ 7,875,000 ​ ​ — ​ ​ $ 29,381,582 ​ $ 27,176,843 Supplemental Disclosure of Cash Flow Information: ​ ​ Cash paid during the periods for: ​ ​ ​ ​ ​ ​ Interest ​ $ 199,367 ​ $ 70,457 ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure of Non-Cash Investing and Financing Activities ​ ​ ​ ​ ​ ​ Purchase of insurance premium financed by note payable ​ $ 675,331 ​ $ 705,360 Issuance of SVB stock warrants ​ $ — ​ $ 351,390 Issuance of common stock related to vested restricted stock units ​ $ 7 ​ $ — ​ The accompanying notes are an integral part of these condensed financial statements. ​ ​ 6 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 1 – Business Organization, Nature of Operations and Basis of Presentation Eyenovia, Inc. (“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 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. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. 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 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. ​ Note 2 – Summary of Significant Accounting Policies Since the date of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, there have been no material changes to the Company’s significant accounting policies, except as disclosed below. Liquidity and Going Concern 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. The Company expects to continue to incur cash outflows from operations. The Company expects that its research and development and general and administrative expenses will continue to increase and, as a result, it will eventually need to generate significant product revenues to achieve profitability. 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 7 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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. 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 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 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 (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 . The Company has cash deposits in a financial institution which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. 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 Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period plus fully vested shares that are subject to issuance for little or no monetary consideration. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average diluted common shares because their inclusion would have been anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2022 2021 Options 4,926,750 4,104,519 Warrants 6,087,845 1,226,183 Restricted stock units 111,110 105,306 Total potentially dilutive shares 11,125,705 5,436,008 ​ Revenue Recognition The Company’s revenues are generated primarily through research, development and commercialization agreements. The terms of such agreements may contain multiple promised goods and services, which may include (i) licenses to its intellectual property, and (ii) in certain cases, payment in connection with the manufacturing and delivery of clinical supply materials. Payments to us under these arrangements typically include one or more of the following: non-refundable, upfront license fees; milestone payments; payments for clinical product supply, and royalties on future product sales. 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 8 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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: ● Step 1: Identify the contract with the customer; ● Step 2: Identify the performance obligations in the contract; ● Step 3: Determine the transaction price; ● Step 4: Allocate the transaction price to the performance obligations in the contract; and ● Step 5: Recognize revenue when the company satisfies a performance obligation. The Company must make significant judgments in its revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each performance obligation. In addition, arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered discretionary purchase options. The Company assesses whether these options provide a material right to the customer and if so, they are considered performance obligations. For upfront license fees, the Company must consider how many performance obligations are in the contract and, if more than one, how to allocate the fee to those performance obligations upon satisfaction of the performance obligation(s). Milestone payments represent variable consideration that will be recognized when the performance obligation is achieved. 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 + Lomb, Inc. (“Bausch + Lomb”). Each license has three revenue components: 1) an upfront license fee; 2) milestone payments and 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 + 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; and (b) to report the net income from the clinical supply arrangements as other income. Reclassifications Certain prior period balances have been reclassified in order to conform to current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. 9 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Recently Adopted Accounting Standards On May 3, 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. The Company adopted ASU 2021-04 effective January 1, 2022. 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 June 30, 2022 and December 31, 2021, prepaid expenses and other current assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ 2022 2021 Prepaid insurance expenses ​ ​ 724,504 ​ ​ 171,370 Payroll tax receivable ​ ​ 555,166 ​ ​ 343,785 Prepaid research and development expenses ​ 249,550 ​ — Prepaid general and admin expenses ​ ​ 116,870 ​ ​ 71,375 Prepaid patent expenses ​ ​ 63,190 ​ ​ 32,797 Prepaid conference expenses ​ ​ 52,530 ​ ​ 12,586 Prepaid professional fees ​ ​ 50,000 ​ ​ — Other ​ 27,970 ​ 4,525 Prepaid security deposits ​ ​ 18,750 ​ ​ 18,750 Prepaid board of directors fees ​ ​ — ​ ​ 66,250 Total prepaid expenses and other current assets ​ $ 1,858,530 ​ $ 721,438 ​ ​ Note 4 – Accrued Compensation As of June 30, 2022 and December 31, 2021, accrued compensation consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ 2022 2021 Accrued bonus expenses ​ $ 661,423 ​ $ 1,245,795 Accrued payroll expenses ​ 352,661 ​ 297,823 Total accrued compensation ​ $ 1,014,084 ​ $ 1,543,618 ​ ​ Note 5 – Accrued Expenses and Other Current Liabilities As of June 30, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ 2022 2021 Accrued research and development expenses ​ $ 357,316 ​ $ 436,840 Accrued consulting and professional services ​ ​ 225,000 ​ ​ 250,000 Accrued interest ​ ​ 144,531 ​ ​ 94,792 Credit card payable ​ 46,700 ​ 20,000 Accrued franchise tax ​ 26,200 ​ 1,680 Other ​ 18,799 ​ 42,407 Accrued travel and entertainment expenses ​ ​ 5,756 ​ ​ — Total accrued expenses and other current liabilities ​ $ 824,302 ​ $ 845,719 ​ 10 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 6 – Notes Payable 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 Net Notes Payable Debt Discount Net D&O insurance policy loan ​ $ 226,333 ​ $ — ​ $ 226,333 ​ $ — ​ $ — ​ $ — Silicon Valley Bank loan ​ ​ 7,500,000 ​ ​ ( 297,202 ) ​ ​ 7,202,798 ​ ​ 7,500,000 ​ ​ ( 349,632 ) ​ ​ 7,150,368 Notes payable, current ​ $ 7,726,333 ​ $ ( 297,202 ) ​ $ 7,429,131 ​ $ 7,500,000 ​ $ ( 349,632 ) ​ $ 7,150,368 ​ 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”). The D&O Loan is payable in six monthly payments consisting of principal and interest amounting to $ 113,628 for an aggregate principal amount of $ 675,331 . The note accrues interest at a rate of 3.26 % per year and matures on August 24, 2022 . 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 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 (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 The Company leases 953 square feet of office space in Reno, Nevada for research and development activities from a company owned by the Company’s former Vice President of Research and Development. The lease, as amended, expires on September 14, 2022 and provides for lease payments of $ 5,404 per month and a security deposit in the amount of $ 5,404 . 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 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. 11 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. ​ Note 8 – Stockholders’ Equity At-The-Market Offerings December 2021 Sales Agreement On December 14, 2021, the Company entered into a Sales Agreement (the “December 2021 Sales Agreement”) with SVB Leerink under which the Company may offer and sell, from time to time at its sole discretion, shares of common stock for gross proceeds of up to $ 50.0 million through SVB Leerink as its sales agent (the “At-the-Market Offering”). The Company’s prior sales agreement, with SVB Leerink, entered into in May 2021, was terminated upon the effectiveness of the December 2021 Sales Agreement. The issuance and sale of shares, if any, of common stock by the Company under the December 2021 Sales Agreement will be pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-261638) filed with the SEC on December 14, 2021 (the “Registration Statement”), and the prospectus relating to the At-the-Market Offering filed therewith that forms a part of the Registration Statement. Subject to the terms and conditions of the December 2021 Sales Agreement, SVB Leerink may sell the common stock by any method permitted by law deemed to be an “at –the- market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. SVB Leerink will use commercially reasonable efforts to sell the common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). 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. 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 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. The offering price for the Shares was $ 3.08 per Share and the offering price for the Pre-Funded Warrants was $ 3.07 per Pre-Funded Warrant, which represents the per Share public offering price less $ 0.01 per share exercise price for each Pre-Funded Warrant. The Investor Warrants have an exercise price of $ 3.54 per share and each Investor Warrant is exercisable for one share of common stock. The Investor Warrants will be exercisable beginning six months from the date of issuance and the Pre-Funded Warrants are exercisable immediately upon issuance. 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 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. 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. ​ 12 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 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 six months ended June 30, 2022 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date Value ​ RSUs Per Share RSUs non-vested January 1, 2022 41,778 ​ $ 3.59 Granted 131,614 ​ 1.99 Vested ( 55,319 ) ​ 3.37 Forfeited ( 6,963 ) ​ 3.59 RSUs non-vested June 30, 2022 111,110 ​ $ 1.80 ​ ​ ​ ​ ​ ​ Vested RSUs undelivered June 30, 2022 67,408 ​ $ 3.70 ​ 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 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 In applying the Black-Scholes option pricing model to stock options granted, the Company used the following approximate assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Six Months Ended ​ ​ June 30, ​ June 30, ​ 2022 2021 2022 2021 Expected term (years) ​ 5.09 - 5.50 5.85 - 10.00 0.58 - 10.00 5.85 - 10.00 Risk free interest rate ​ 2.79 % - 2.79 % ​ 0.80 % - 1.58 % ​ 0.76 % - 2.79 % ​ 0.45 % - 1.58 % Expected volatility ​ 88 % ​ 93 % ​ 82 % - 90 % ​ 93 % - 94 % Expected dividends ​ 0.00 % ​ 0.00 % ​ 0.00 % ​ 0.00 % ​ 13 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The Company has computed the fair value of stock options granted using the Black-Scholes option pricing model. Option forfeitures are accounted for at the time of occurrence. The expected term is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company uses a blended volatility calculation, the components of which are the Company’s historical volatility for the period from its initial public offering through the valuation date and the average peer-group data of six comparable entities to supplement the Company’s own historical data for the preceding years in computing the expected volatility. Accordingly, the Company is utilizing an expected volatility figure based on a review of the historical volatility of comparable entities over a period of time equivalent to the expected life of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ Average Remaining Aggregate ​ Number of Exercise Life Intrinsic ​ Options Price In Years Value Outstanding, January 1, 2022 4,377,398 ​ $ 3.89 ​ Granted 571,505 ​ 2.81 ​ Forfeited ( 22,153 ) ​ 4.38 ​ Outstanding June 30, 2022 4,926,750 ​ $ 3.76 7.3 ​ $ 207,677 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable June 30, 2022 3,275,927 ​ $ 3.69 6.6 ​ $ 184,600 ​ The following table presents information related to stock options as of June 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Outstanding Options Exercisable ​ ​ ​ ​ Weighted ​ ​ ​ ​ Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options ​ $ 1.00 - $ 1.99 981,481 ​ 4.3 827,636 ​ $ 2.00 - $ 2.99 1,023,769 ​ 7.9 690,748 ​ $ 3.00 - $ 3.99 1,247,491 ​ 7.2 786,669 ​ $ 4.00 - $ 4.99 395,000 ​ 8.8 61,614 ​ $ 5.00 - $ 5.99 100,805 ​ 6.3 75,639 ​ $ 6.00 - $ 6.99 1,013,286 ​ 7.2 668,703 ​ $ 7.00 + 164,918 ​ 5.8 164,918 ​ ​ ​ 4,926,750 ​ 6.6 ​ 3,275,927 ​ 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. 14 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Warrants A summary of the warrant activity for the six months ended June 30, 2022 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Life ​ Intrinsic ​ Warrants Price In Years Value Outstanding January 1, 2022 1,217,715 ​ $ 2.69 ​ Granted 6,740,260 ​ 2.56 ​ Exercised ​ ( 1,870,130 ) ​ ​ 0.01 ​ ​ ​ ​ ​ Outstanding June 30, 2022 6,087,845 ​ $ 3.37 4.8 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable June 30, 2022 1,217,715 ​ $ 2.69 3.2 ​ $ — ​ The following table presents information related to warrants as of June 30, 2022: ​ ​ ​ ​ ​ ​ ​ Warrants Outstanding ​ Warants Exercisable ​ ​ ​ ​ Weighted ​ ​ ​ ​ Outstanding ​ Average ​ Exercisable Exercise ​ Number of ​ Remaining Life ​ Number of Price Warrants In Years Warrants $ 2.4696 909,451 2.7 909,451 $ 2.7240 216,380 2.7 216,380 $ 4.7600 91,884 8.9 91,884 $ 3.5400 ​ 4,870,130 ​ — ​ — ​ 6,087,845 3.2 1,217,715 ​ 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 401(k) Plan In April 2019, the Company adopted the Eyenovia 401(k) Plan (the “Plan”), which went into effect in May 2019. All Company employees are able to participate in the Plan, subject to eligibility requirements as outlined in the Plan documents. Under the terms of the Plan, eligible employees are able to defer a percentage of their pay every pay period up to annual limitations set by Congress and the Internal Revenue Service under Section 401(k) of the Internal Revenue Code. 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 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 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. Mr. Rowe will also serve as a member of the Board. 15 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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. Mr. 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 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. ​ ​ ​ 16 Table of Contents