What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-11 · 151 added, 121 removed, 353 unchanged (44% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

September 30,

Current Assets:

Cash and cash equivalents

Restricted cash

Deferred clinical supply costs

2 unchanged sentences

Total Current Assets

Restricted cash

Property and equipment, net

14 unchanged sentences

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

0 shares issued and outstanding as of September 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

35,525,689 and 28,426,616 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

8 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Operating Income

11 unchanged sentences

Other Income (Expense):

Extinguishment of PPP 7(a) loan

Other income, net

10 unchanged sentences

Condensed Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended June 30, 2022

For the Three and Nine Months Ended September 30, 2022

Stockholders’

16 unchanged sentences

( 104,798,071 )

Issuance of common stock in At the Market offering [3]

Stock-based compensation

Issuance of common stock related to vested restricted stock units

( 7,308,996 )

Balance - September 30, 2022

( 112,107,067 )

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

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

For the Three and Six Months Ended June 30, 2021

Includes gross proceeds of $ 3,194,530 , less total issuance costs of $ 95,836 .

For the Three and Nine Months Ended September 30, 2021

Stockholders’

15 unchanged sentences

( 87,633,986 )

Exercise of stock options

Stock-based compensation

( 5,568,598 )

Balance – September 30, 2021

( 93,202,584 )

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

2 unchanged sentences

Condensed Statements of Cash Flows

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash Flows From Operating Activities

5 unchanged sentences

Amortization of debt discount

Write-off of property and equipment

Extinguishment of PPP 7(a) Loan

Changes in operating assets and liabilities:

4 unchanged sentences

Deferred license costs

Security and equipment deposits

Security deposits

Accounts payable

9 unchanged sentences

Purchases of property and equipment

( 1,165,066 )

Vendor deposits for property and equipment

Net Cash Used In Investing Activities

( 1,165,066 )

Cash Flows From Financing Activities

8 unchanged sentences

Net Cash Provided By Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalents

Net Decrease in Cash and Cash Equivalents and Restricted Cash

( 2,063,245 )

Cash and cash equivalents - Beginning of Period

Cash and cash equivalents - End of Period

( 6,995,957 )

Cash, cash equivalents and restricted cash - Beginning of Period

Cash, cash equivalents and restricted cash - End of Period

Includes gross proceeds of $ 14,981,299 , of which $ 5,741,299 is pre-funded warrants.

14 unchanged sentences

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.

(“Eyenovia” or the “Company”) is a pre-commercial ophthalmic technology company developing the Optejet® delivery system for use both in combination with its own drug-device therapeutic programs as well as out-licensing for additional indications.

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 Company believes that this technology could ultimately 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.

7 unchanged sentences

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.

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

2 unchanged sentences

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.

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 September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021.

The results of operations for the nine months ended September 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.

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.

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.

As of September 30, 2022, the Company had unrestricted cash of approximately $ 17.4 million and an accumulated deficit of approximately $ 112.1 million.

For the nine months ended September 30, 2022 and 2021, the Company incurred net losses of approximately $ 21.9 million and $ 15.8 million, respectively, and used cash in operations of approximately $ 19.7 million and $ 15.0 million, respectively.

Subsequent to September 30, 2022, the Company received approximately $ 1.3 million in net proceeds from the sale of 587,298 shares of common stock pursuant to the Company’s At-the-Market Offering program with SVB Leerink.

Also subsequent to September 30, 2022, the Company used its $ 7.9 million of restricted cash and $ 0.1 million of unrestricted cash in order to repay the Loan and Security Agreement, dated May 7, 2021 (the “SVB Loan”) with Silicon Valley Bank (“SVB”), including $ 7.5 million of principal, a final payment of $ 0.4 million and a prepayment fee of $ 0.1 million.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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.

Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to commercialize its products and 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.

3 unchanged sentences

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”).

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 SVB Loan, 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 .

Subsequent to September 30, 2022, the Company used this entire collateralized money market account plus $ 0.1 million of unrestricted cash in order to repay the SVB Loan, including $ 7.5 million of principal, a final payment of $ 0.4 million and a prepayment fee of $ 0.1 million.

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.

As of September 30, 2022 and December 31, 2021, the Company had cash balances in excess of FDIC insurance limits of $ 24,773,605 and $ 26,836,850 , respectively.

Net Loss Per Common Share

2 unchanged sentences

The following securities are excluded from the calculation of weighted average diluted common shares because their inclusion would have been anti-dilutive:

September 30,

Restricted stock units

Total potentially dilutive shares

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Revenue Recognition

6 unchanged sentences

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

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

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.

22 unchanged sentences

See Note 7 – Commitments and Contingencies for additional details.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Clinical Supply Arrangements

6 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

6 unchanged sentences

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

Soon To Be Adopted Accounting Standards

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”).

ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases.

A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.

ASU 2016-02, as amended, is now effective for emerging growth companies for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022.

The Company plans to adopt ASU 2016-02 on December 31, 2022 and expects that the adoption of this ASU will have a material impact on the Company’s financial statements, primarily as a result of recording right-of-use assets and lease liabilities for its operating leases in the approximate amounts of $ 1.3 million and $ 1.4 million, respectively.

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:

Prepaid insurance expenses

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

September 30,

Payroll tax receivable

Prepaid research and development expenses

Prepaid general and admin expenses

Prepaid patent expenses

Prepaid insurance expenses

Prepaid general and administrative expenses

Prepaid conference expenses

Prepaid professional fees

Prepaid patent expenses

Prepaid security deposits

1 unchanged sentence

Total prepaid expenses and other current assets

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 4 – Accrued Compensation

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

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

September 30,

Accrued bonus expenses

2 unchanged sentences

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:

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

September 30,

Accrued research and development expenses

5 unchanged sentences

Total accrued expenses and other current liabilities

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 6 – Notes Payable

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

June 30, 2022

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

September 30, 2022

December 31, 2021

3 unchanged sentences

Debt Discount

D&O insurance policy loan

Silicon Valley Bank loan

Notes payable, current

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.

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

The D&O Loan had an aggregate principal balance of $ 675,332 and was payable in six monthly payments consisting of principal and interest amounting to $ 113,628 per payment.

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

During the nine months ended September 30, 2022, the Company repaid the full principal balance of $ 675,332 on the D&O Loan.

During the three months ended September 30, 2022, the Company recorded interest expense of $ 177,138 , of which $ 176,215 is related to the SVB Loan (including amortization of debt discount of $ 26,214 ) and $ 923 is related to the D&O Loan.

During the nine months ended September 30, 2022, the Company recorded interest expense of $ 475,811 , of which $ 469,376 is related to the SVB Loan (including amortization of debt discount of $ 78,645 ) and $ 6,435 is related to the D&O Loan.

SVB Loan Amendment

2 unchanged sentences

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).

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The SVB Loan was repaid in full in November 2022.

See Note 10 – Subsequent Events.

Note 7 – Commitments and Contingencies

3 unchanged sentences

(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.

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 Ianchulev becoming Executive Chairman of the Board.

Rowe is also serving as a member of the Board.

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.

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.

The Company leased 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, expired on September 14, 2022 and provided for lease payments of $ 5,404 per month and a security deposit in the amount of $ 5,404 .

The Company has remained in the premises on a month-to-month basis at the same rental rate.

Since the inception of the lease, the Company has made $ 112,600 of leasehold improvements related to this lease which have been fully amortized 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 September 30, 2022 and 2021, and $ 48,636 for the nine months ended September 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.

The Company’s rent expense for this space is recorded in General and Administrative on the condensed statement of operations and amounted to $ 28,371 during the three months ended September 30, 2022 and $ 37,828 during the nine months ended September 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.

On May 19, 2022, the Company agreed to enter into a lease agreement with a non-related party 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.

The Company’s rent expense for this space is recorded in Research and Development on the condensed statement of operations and amounted to $ 41,238 during the three months ended September 30, 2022 and $ 59,787 during the nine months ended September 30, 2022.

Litigations, Claims and Assessments

11 unchanged sentences

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.

Through September 30, 2022, the Company received approximately $ 4.0 million in net proceeds from the sale of 2,128,763 shares of its common stock pursuant to the December 2021 Sales Agreement.

Securities Purchase Agreement

7 unchanged sentences

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.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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.

Equity Incentive Plan

2 unchanged sentences

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.

For the three months ended September 30, 2022 and 2021, the Company recorded expense of $ 928,733 ($ 420,619 of which was included within research and development expenses and $ 508,114 was included within general and administrative expenses on the statements of operations) and $ 777,467 ($ 489,121 of which was included within research and development expenses and $ 288,343 was included within general and administrative expenses on the statements of operations), respectively.

For the nine months ended September 30, 2022 and 2021, the Company recorded expense of $ 2,874,646 ($ 1,438,469 of which was included within research and development expenses and $ 1,436,177 was included within general and administrative expenses on the statements of operations) and $ 2,071,735 ($ 1,138,331 of which was included within research and development expenses and $ 933,401 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:

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

Grant Date Value

RSUs non-vested January 1, 2022

RSUs non-vested June 30, 2022

Vested RSUs undelivered June 30, 2022

RSUs non-vested September 30, 2022

Vested RSUs undelivered September 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 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.

As of September 30, 2022, there was $ 254,152 of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 0.8 years.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Stock Options

1 unchanged sentence

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Expected term (years)

3 unchanged sentences

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 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:

The weighted average estimated grant date fair value of the stock options granted for the three months ended September 30, 2022 and 2021 was approximately $ 1.22 and $ 3.56 per share, respectively.

The weighted average estimated grant date fair value of the stock options granted for the nine months ended September 30, 2022 and 2021 was approximately $ 1.61 and $ 4.16 per share, respectively.

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

Outstanding, January 1, 2022

Outstanding June 30, 2022

Exercisable June 30, 2022

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

Outstanding, September 30, 2022

Exercisable, September 30, 2022

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

Options Outstanding

7 unchanged sentences

$ 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

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

As of September 30, 2022, there was $ 4,058,569 of unrecognized stock-based compensation expense related to stock options which will be recognized over a weighted average period of 1.6 years.

A summary of the warrant activity for the nine months ended September 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:

Outstanding September 30, 2022

Exercisable September 30, 2022

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

Warrants Outstanding

2 unchanged sentences

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.

During the nine months ended September 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.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 9 – Employee Benefit Plans

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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.

For 2022 and 2021, the Board 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 September 30, 2022 and 2021, the Company recorded expense of $ 39,914 and $ 34,076 associated with its matching contributions, respectively.

During the nine months ended September 30, 2022 and 2021, the Company recorded expense of $ 173,896 and $ 144,917 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.

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.

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.

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 September 30, 2022, the Company received approximately $ 1.4 million in gross proceeds ($ 1.3 million in net proceeds) from the sale of 587,298 shares of our common stock pursuant to our At-the-Market Offering program with SVB Leerink.

SVB Loan Repayment

On November 4, 2022, the Company repaid the SVB Loan in full.

The full amount of the payment was $ 8.0 million, and included the principal amount of the loan ($ 7,500,000 ), the final payment ($ 375,000 ) and a 2 % prepayment fee ($ 150,000 ).

The entire restricted cash account in the amount of $ 7,875,000 was used to make the substantial amount of the payment.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements