What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-11 compared with 2023-05-12 · 126 added, 85 removed, 292 unchanged (42% of the section changed)

19 unchanged sentences

Operating lease liabilities - current portion

Notes payable - current portion, net of debt discount of $ 123,480 and $ 33,885 as of March 31, 2023 and December 31, 2022, respectively

Convertible notes payable - current portion, net of debt discount of $ 123,480 and $ 33,885 as of March 31, 2023 and December 31, 2022, respectively

Notes payable - current portion, net of debt discount of $ 91,621 and $ 33,885 as of June 30, 2023 and December 31, 2022, respectively

Convertible notes payable - current portion, net of dedt discount of $ 0 and $ 33,885 as of June 30, 2023 and December 31, 2022, respectively

Total Current Liabilities

Operating lease liabilities - non-current portion

Notes payable - non-current portion, net of debt discount of $ 648,889 and $ 813,229 as of March 31, 2023 and December 31, 2022, respectively

Convertible notes payable - non-current portion, net of debt discount of $ 648,889 and $ 813,229 as of March 31, 2023 and December 31, 2022, respectively

Notes payable - non-current portion, net of debt discount of $ 1,120,372 and $ 813,229 as of June 30, 2023 and December 31, 2022, respectively

Convertible notes payable - non-current portion, net of debt discount of $ 507,270 and $ 813,229 as of June 30, 2023 and December 31, 2022, respectively

Total Liabilities

2 unchanged sentences

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

0 shares issued and outstanding as of March 31, 2023 and December 31, 2022

0 shares issued and outstanding as of June 30, 2023 and December 31, 2022

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

37,991,746 and 36,668,980 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

38,169,398 and 36,668,980 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

8 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Operating Expenses:

5 unchanged sentences

( 7,121,456 )

( 11,419,706 )

( 14,309,005 )

Other Income (Expense):

Other income (expense), net

Other income, net

Interest expense

( 1,012,006 )

Interest income

1 unchanged sentence

( 7,239,100 )

( 11,955,226 )

( 14,578,765 )

Net Loss Per Share - Basic and Diluted

3 unchanged sentences

Condensed Statements of Changes in Stockholders’ Equity

For the Three Months Ended March 31, 2023

For the Three and Six Months Ended June 30, 2023

Stockholders’

9 unchanged sentences

( 123,969,829 )

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

Cashless exercise of stock options

Exercise of stock options

Stock-based compensation

Issuance of common stock related to vested restricted stock units

( 6,215,860 )

Balance - June 30, 2023

( 130,185,689 )

Includes gross proceeds of $ 3,607,827 less total issuance costs of $ 108,235 .

For the Three Months Ended March 31, 2022

Includes gross proceeds of $ 415,588 less total issuance costs of $ 12,468 .

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 )

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

3 unchanged sentences

Condensed Statements of Cash Flows

For the Three Months Ended

For the Six Months Ended

Cash Flows From Operating Activities

5 unchanged sentences

Amortization of debt discount

Amortization of operating lease right-of-use asset

Non-cash rent expense

Changes in operating assets and liabilities:

3 unchanged sentences

( 1,293,395 )

( 1,538,380 )

Security and equipment deposits

Accounts payable

Accrued compensation

( 1,110,002 )

Accrued expenses and other current liabilities

5 unchanged sentences

Purchases of property and equipment

( 2,122,197 )

Vendor deposits for property and equipment

Net Cash Used In Investing Activities

( 2,122,197 )

Cash Flows From Financing Activities

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

Payment of offering issuance costs

Proceeds from sale of common stock in At the Market offering

Payment of issuance costs for At the Market offering

Proceeds from exercise of stock options

Proceeds from note payable to Avenue

Payment of issuance costs for notes issued to Avenue

Repayments of notes payable

Payment of offering issuance costs

Net Cash Provided By Financing Activities

3 unchanged sentences

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.

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

Cash, cash equivalents and restricted cash consisted of the following:

4 unchanged sentences

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Purchase of insurance premium financed by note payable

Recognition of right-of-use asset for lease liability upon adoption of ASU 2016-02

Right-of-use assets obtained in exchange for lease liabilities

Purchase of insurance policy financed by note payable

Right-of-use assets and lease liabilities recognized upon lease renewal

Vendor deposits applied to purchases of property and equipment

Original issue discount on notes payable

Cashless exercise of stock options

Issuance of common stock related to vested restricted stock units

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

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

10 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 March 31, 2023 and for the three months ended March 31, 2023 and 2022.

The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the operating results for the full year ending December 31, 2023 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, 2023 and for the three and six months ended June 30, 2023 and 2022.

The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the operating results for the full year ending December 31, 2023 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, 2022 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 31, 2023, as amended by Amendment No.

3 unchanged sentences

Going Concern

As of March 31, 2023, the Company had unrestricted cash and cash equivalents in the aggregate amount of approximately $ 18.5 million.

For the three months ended March 31, 2023 and 2022, the Company incurred net losses of approximately $ 5.7 million and $ 7.3 million, respectively, and used cash in operations of approximately $ 7.0 million and $ 8.2 million, respectively.

The Company does not have recurring revenue, has not yet achieved profitability and may not become profitable.

As of June 30, 2023, the Company had cash and cash equivalents in the aggregate amount of approximately $ 17.5 million.

For the six months ended June 30, 2023 and 2022, the Company incurred net losses of approximately $ 12.0 million and $ 14.6 million, respectively, and used cash in operations of approximately $ 11.7 million and $ 12.9 million, respectively.

The Company does not have recurring revenue, has not yet achieved profitability and may never become profitable.

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.

Research and development and general and administrative expenses will continue to be incurred by the Company and, as a result, the Company 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 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.

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 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 the Company’s 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/or take additional measures to reduce costs in order to conserve its cash.

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

Reclassifications

Certain prior period balances have been reclassified in order to conform to current period presentation.

Certain prior period amounts presented on the Company’s financial statements 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.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements.As of March 31, 2023, the Company had Treasury bills with original maturity dates of three months or less in the amount of $ 15,910,834 .

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.As of June 30, 2023, the Company had Treasury bills with original maturity dates of three months or less in the amount of $ 4,493,766 .

The Company has cash deposits in a financial institution that, 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 March 31, 2023 and December 31, 2022, the Company had cash balances in excess of FDIC insurance limits of $ 2,055,488 and $ 22,613,520 , respectively.

On March 10, 2023, Silicon Valley Bank, or SVB, was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation, or FDIC, was appointed as receiver.

The Company has deposit accounts at SVB.

The standard deposit insurance amount is up to $ 250,000 per depositor, per insured bank, for each account ownership category.

As of the date of filing, the Company had approximately $ 305,000 in a deposit account at SVB.

As of June 30, 2023 and December 31, 2022, the Company had cash balances in excess of FDIC insurance limits of $ 12,474,323 and $ 22,613,520 , respectively.

Net Loss Per Common Share

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Net loss attributable to common stockholders

( 6,215,860 )

( 7,239,100 )

Net loss attributable to common stockholders

( 11,955,226 )

7 unchanged sentences

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

Convertible notes

Restricted stock units

5 unchanged sentences

(“B+L”) and Arctic Vision (Hong Kong) Limited (“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.

The Company’s licensing agreements with B+L and Arctic Vision represent collaborative arrangements and they are not a customer with respect to the clinical supply arrangements.

The Company’s 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;

19 unchanged sentences

Note 3 – Prepaid Expenses and Other Current Assets

As of March 31, 2023 and December 31, 2022, prepaid expenses and other current assets consisted of the following:

Prepaid insurance expenses

As of June 30, 2023 and December 31, 2022, prepaid expenses and other current assets consisted of the following:

Payroll tax receivable

Prepaid insurance expenses

Prepaid general and administrative expenses

Prepaid conference expenses

Prepaid board of directors fees

Prepaid research and development expenses

Prepaid patent expenses

Prepaid conference expenses

Prepaid rent and security deposit

Prepaid research and development expenses

Total prepaid expenses and other current assets

2 unchanged sentences

Note 4 – Accrued Compensation

As of March 31, 2023 and December 31, 2022, accrued compensation consisted of the following:

As of June 30, 2023 and December 31, 2022, accrued compensation consisted of the following:

Accrued bonus expenses

2 unchanged sentences

Note 5 – Accrued Expenses and Other Current Liabilities

As of March 31, 2023 and December 31, 2022, accrued expenses and other current liabilities consisted of the following:

As of June 30, 2023 and December 31, 2022, accrued expenses and other current liabilities consisted of the following:

Accrued consulting and professional services

Accrued research and development expenses

Accrued leasehold improvements

Credit card payable

Accrued travel and entertainment expenses

Accrued franchise tax

Accrued leasehold improvements

Accrued travel and entertainment expenses

Total accrued expenses and other current liabilities

Note 6 – Notes Payable

As of March 31, 2023 and December 31, 2022, notes payable consisted of the following:

March 31, 2023

As of June 30, 2023 and December 31, 2022, notes payable consisted of the following:

June 30, 2023

December 31, 2022

3 unchanged sentences

Debt Discount

Current portion:

D&O insurance policy loan

1 unchanged sentence

Avenue - Convertible note payable

( 1,544,738 )

( 1,694,228 )

Current portion

D&O insurance policy loan

Total current portion

Non-Current portion:

Avenue - Note payable

( 1,120,372 )

Avenue - Convertible note payable

Notes Payable, Current

Notes Payable, Non-Current

Total non-current portion

( 1,627,642 )

3 unchanged sentences

The D&O Loan is payable in six monthly payments of $ 103,639 consisting of principal and interest.

During the three months ended March 31, 2023, the Company repaid $ 100,030 of principal owed on the D&O Loan.

During the three months ended March 31, 2023, the Company recorded interest expense of $ 454,003 , of which $ 450,394 is related to the Loan and Security Agreement with Avenue Capital Management II, L.P.

(“Avenue”) and related entities, (including amortization of

During the six months ended June 30, 2023, the Company repaid $ 403,689 of principal owed on the D&O Loan.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

debt discount of $ 149,490 ) and $ 3,609 is related to the D&O Loan.

During the three months ended March 31, 2022, the Company recorded interest expense of $ 145,237 , of which $ 143,403 was related to a fully repaid loan and $ 1,834 was related to the D&O Loan.

On May 22, 2023, pursuant to the Company’s Loan and Security Agreement (the “Loan and Security Agreement”) with Avenue Capital Management II, L.P., and related entities (“Avenue”), the Company received an additional tranche of non-convertible debt funding in the gross amount of $ 5,000,000 .

The Company paid approximately $ 126,000 of origination and legal fees connected to this debt funding.

The additional funding was made under the provisions of the Loan and Security Agreement, bearing interest at an annual rate equal to the greater of (A) 7.0 % and (B) the prime rate as reported in The Wall Street Journal plus 4.45 %.

The entire outstanding balance due under the Loan and Security Agreement has a maturity date of November 1, 2025.

The additional funding triggered the extension of the interest-only period from the original 12 months to 18 months (through May 2024) for the entire outstanding balance due under the Loan and Security Agreement (initial and additional tranches).

Following the interest-only period, the Company will make equal monthly payments of principal until the maturity date, plus interest.

During the three months ended June 30, 2023, the Company recorded interest expense of $ 558,003 , of which $ 550,746 was related to the Loan and Security Agreement with Avenue Capital Management II, L.P.

(“Avenue”) and related entities, (including amortization of debt discount of $ 163,956 ) and $ 7,257 was related to the D&O Loan.

During the six months ended June 30, 2023, the Company recorded interest expense of $ 1,012,006 , of which $ 1,001,140 was related to the Loan and Security Agreement (including amortization of debt discount of $ 313,446 ) and $ 10,866 was related to the D&O Loan.

Note 7 – Commitments and Contingencies

Operating Leases

In June 2023, the Company entered into an extension agreement to renew its lease for approximately 3,800 square feet of office space in New York, NY.

The lease was due to expire on October 31, 2023.

The lease was extended from November 1, 2023 to December 31, 2026.

In February 2023, the Company exercised its options to renew its three leases in Redwood City, California, for a total of approximately 6,700 square feet.

1 unchanged sentence

The leases were extended from September 1, 2023 to August 31, 2025.

A summary of the Company’s right-of-use assets and liabilities is as follows:

For the Three Months Ended

March 31, 2023

A summary of the Company’s right-of-use assets and liabilities as follows:

For the Six Months Ended

June 30, 2023

Cash paid for amounts included in the measurement of lease liabilities:

6 unchanged sentences

Operating leases

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Future minimum payments under all of the Company’s operating lease agreements are as follows:

9 unchanged sentences

The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 8 – Stockholders’ Equity

Equity Incentive Plan

On June 27, 2023, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan, reserving an additional 1,000,000 shares of common stock for further issuance under such plan.

At-The-Market Offering

During the three months ended March 31, 2023, the Company received approximately $ 3.5 million in net proceeds from the sale of 1,299,947 shares of its common stock pursuant to its Sales Agreement with SVB Securities LLC (“SVB Securities”) in an ”at-the-market” offering.

During the six months ended June 30, 2023, the Company received approximately $ 3.9 million in net proceeds from the sale of 1,421,936 shares of its common stock pursuant to its Sales Agreement with SVB Securities LLC (“SVB Securities”) in an ”at-the-market” offering (the “At-the-Market Offering Program”).

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, 2023 and 2022, the Company recorded expense of $ 819,064 ($ 375,130 of which was included within research and development expenses and $ 443,934 was included within general and administrative expenses on the statements of operations) and $ 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), respectively.

For the three months ended June 30, 2023 and 2022, the Company recorded expense of $ 493,632 ($ 36,197 of which was included within research and development expenses and $ 457,435 was included within general and administrative expenses on the statements of operations) and $ 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), respectively.

For the six months ended June 30, 2023 and 2022, the Company recorded expense of $ 1,312,696 ($ 411,327 of which was included within research and development expenses and $ 901,369 was included within general and administrative expenses on the statements of operations) and $ 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), respectively.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Restricted Stock Units

A summary of RSU activity during the three months ended March 31, 2023 is presented below:

A summary of RSU activity during the six months ended June 30, 2023 is presented below:

Grant Date Value

RSUs non-vested January 1, 2023

RSUs non-vested March 31, 2023

Vested RSUs undelivered March 31, 2023

RSUs non-vested June 30, 2023

Vested RSUs undelivered June 30, 2023

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

1 unchanged sentence

On February 28, 2023, the Company delivered 3,289 shares of common stock in respect of RSUs upon the resignation of a director.

As of March 31, 2023, there was $ 62,079 of unrecognized stock-based compensation expense related to RSUs that will be recognized over a weighted average period of 0.3 years.

On June 16, 2023, the Company delivered 44,444 shares of common stock in respect of RSUs based on the prior resignation of two directors.

As of June 30, 2023, there was $ 200,000 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)

2 unchanged sentences

3.44 % - 4.18 %

0.76 % - 2.79 %

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.

Option forfeitures are accounted for at the time of occurrence.

The expected term used for options issued 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” option grants.

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.

3 unchanged sentences

The Company has not declared dividends, is currently in the development stage and has no plan to declare future dividends at this time.

The weighted average estimated grant date fair value of the stock options granted for the three months ended March 31, 2023 and 2022 was approximately $ 1.61 and $ 2.28 per share, respectively.

On January 25, 2023, the Company issued 19,530 shares of common stock pursuant to the cashless exercise of 73,334 stock options.

A summary of the option activity during the three months ended March 31, 2023 is presented below:

Outstanding as of January 1, 2023

Outstanding as of March 31, 2023

Exercisable as of March 31, 2023

The following table presents information related to stock options as of March 31, 2023:

The weighted average estimated grant date fair value of the stock options granted for the three months ended June 30, 2023 and 2022 was approximately $ 2.04 and $ 1.37 per share, respectively.

The weighted average estimated grant date fair value of the stock options granted for the six months ended June 30, 2023 and 2022 was approximately $ 1.78 and $ 2.02 per share, respectively.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

A summary of the option activity during the six months ended June 30, 2023 is presented below:

Outstanding, January 1, 2023

Forfeited/ Expired

Outstanding June 30, 2023

Exercisable June 30, 2023

The following table presents information related to stock options as of June 30, 2023:

Options Outstanding

7 unchanged sentences

$ 6.00 - $ 6.99

As of March 31, 2023, there was $ 3,228,544 of unrecognized stock-based compensation expense related to stock options that will be recognized over a weighted average period of 1.6 years.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

As of June 30, 2023, there was $ 2,868,023 of unrecognized stock-based compensation expense related to stock options, which will be recognized over a weighted average period of 1.7 years.

Note 9 – Employee Benefit Plans

3 unchanged sentences

For 2023 and 2022, the Company’s Board of Directors 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, 2023 and 2022, the Company recorded expense of $ 78,969 and $ 86,099 , respectively, associated with its matching contributions, respectively.

During the three months ended June 30, 2023 and 2022, the Company recorded expense of $ 46,196 and $ 47,883 associated with its matching contributions, respectively.

During the six months ended June 30, 2023 and 2022, the Company recorded expense of $ 125,164 and $ 133,982 associated with its matching contributions, respectively.

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