What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-15 · 166 added, 96 removed, 320 unchanged (45% of the section changed)

10 unchanged sentences

Property and equipment, net

Deferred offering costs

Security deposits, non-current

Intangible assets

Prepaid expenses, non-current

Operating lease right-of-use asset

Equipment deposits

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’ (Deficiency) Equity

Current Liabilities:

3 unchanged sentences

Operating lease liabilities - current portion

Notes payable - current portion, net of debt discount of $ 621,712 and $ 503,914 as of March 31, 2024 and December 31, 2023, respectively

Notes payable - current portion, net of debt discount of $ 692,567 and $ 503,914 as of June 30, 2024 and December 31, 2023, respectively

Convertible notes payable - current portion, net of debt discount of $ 18,117 and $ 0 as of June 30, 2024 and December 31, 2023, respectively

Total Current Liabilities

Operating lease liabilities - non-current portion

Notes payable - non-current portion, net of debt discount of $ 200,711 and $ 448,367 as of March 31, 2024 and December 31, 2023, respectively

Convertible notes payable - net of debt discount of $ 344,219 and $ 398,569 as of March 31, 2024 and December 31, 2023, respectively

Notes payable - non-current portion, net of debt discount of $ 0 and $ 448,367 as of June 30, 2024 and December 31, 2023, respectively

Convertible notes payable - net of debt discount of $ 271,752 and $ 398,569 as of June 30, 2024 and December 31, 2023, respectively

Total Liabilities

Commitments and contingencies (Note 8)

Stockholders’ Equity:

Stockholders’ (Deficiency) Equity:

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

0 shares issued and outstanding as of March 31, 2024 and December 31, 2023

0 shares issued and outstanding as of June 30, 2024 and December 31, 2023

Common stock, $ 0.0001 par value, 300,000,000 shares authorized;

47,386,349 and 45,553,026 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

55,817,921 and 45,553,026 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

2 unchanged sentences

( 145,491,559 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Total Stockholders' (Deficiency) Equity

( 2,369,903 )

Total Liabilities and Stockholders' (Deficiency) Equity

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

2 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Operating Income

8 unchanged sentences

( 5,960,870 )

( 21,955,168 )

( 11,419,706 )

Other Income (Expense):

Other (expense) income, net

Other income (expense), net

Change in fair value of equity consideration payable

Interest expense

( 1,352,659 )

( 1,012,006 )

Interest income

Total Other Expense

Total Other Income (Expense)

( 11,053,699 )

( 6,215,860 )

( 21,975,800 )

( 11,955,226 )

Net Loss Per Share - Basic and Diluted

2 unchanged sentences

EYENOVIA, INC.

Condensed Statements of Changes in Stockholders’ Equity

For the Three Months Ended March 31, 2024

Condensed Statements of Changes in Stockholders’ (Deficiency) Equity

For the Three and Six Months Ended June 30, 2024

Stockholders’

(Deficiency) Equity

Balance - January 1, 2024

6 unchanged sentences

( 156,413,660 )

For the Three Months Ended March 31, 2023

Issuance of common stock in registered direct offering [2]

Issuance of common stock as consideration for licensing agreement [3]

Issuance of common stock as consideration for reacquisition of licensing agreement [4]

Issuance of common stock in At the Market offering [5]

Stock-based compensation

( 11,053,699 )

Balance - June 30, 2024

( 167,467,359 )

( 2,369,903 )

[1] Includes gross proceeds of $ 3,293,347 less total issuance costs of $ 98,800 .

[2] Includes gross proceeds of $ 2,000,000 , less total issuance costs of $ 111,171 .

[3] Shares issued as partial consideration for License Agreement with Formosa Pharmaceuticals Inc.

[4] Shares issued as partial consideration for reversion of License Agreement with Bausch & Lomb Ireland Limited.

[5] Includes gross proceeds of $ 1,728,804 less total issuance costs of $ 51,865 .

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 .

3 unchanged sentences

Condensed Statements of Cash Flows

For the Three Months Ended

For the Six Months Ended

Cash Flows From Operating Activities

3 unchanged sentences

Stock-based compensation

Change in fair value of equity consideration payable

( 1,240,800 )

Depreciation of property and equipment

2 unchanged sentences

Write-down of inventories to net realizable value

Provision for defective clinical supply settlement

Reacquisition of license rights

Non-cash rent expense

1 unchanged sentence

Prepaid expenses and other current assets

License fee and expense reimbursements receivables

License fee and expense reimbursement receivables

Deferred clinical supply costs

( 1,293,395 )

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

Vendor deposits for property and equipment

( 2,122,197 )

Net Cash Used In Investing Activities

( 2,122,197 )

Cash Flows From Financing Activities

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

Payment of registered direct 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 and equity issued to Avenue

Payment of issuance costs for notes issued to Avenue

Repayments of notes payable

( 1,082,439 )

Net Cash Provided By Financing Activities

7 unchanged sentences

Condensed Statements of Cash Flows, continued

For the Three Months Ended

For the Six Months Ended

Supplemental Disclosure of Cash Flow Information:

2 unchanged sentences

Purchase of insurance policy financed by note payable

Accrual for intangible asset milestone obligations

Accrual for intangible asset milestone obligation

Reclassification of deferred clinical supply costs to inventories

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

Vendor deposits applied to purchases of property and equipment

Original issue discount on notes payable

Cashless exercise of stock options

Common stock issued in consideration for licensing agreement

Common stock issued in consideration for reacquisition of licensing agreement

Issuance of common stock related to vested restricted stock units

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

6 unchanged sentences

In the United States, Eyenovia is also focused on the commercialization of its two Food and Drug Administration (“FDA”)-approved products:

Mydcombi (tropicamide+phenylephrine ophthalmic spray) for mydriasis, as well as clobetasol propionate ophthalmic nanosuspension 0.05% to reduce pain and inflammation following ocular surgery.

Mydcombi (tropicamide and phenylephrine ophthalmic HCI spray) 1%/2.5% for mydriasis, as well as clobetasol propionate ophthalmic suspension 0.05% to reduce pain and inflammation following ocular surgery.

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 March 31, 2024 and for the three months ended March 31, 2024 and 2023.

The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 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, 2024 and for the three and six months ended June 30, 2024 and 2023.

The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 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, 2023 and for the year then ended, which were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 18, 2024 (the “2023 Form 10-K”), as amended by Amendment No.

2 unchanged sentences

The Company disclosed its significant accounting policies in Note 2 – Summary of Significant Accounting Policies included in the 2023 Form 10-K.

There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2024, except as disclosed below.

There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2024, except as disclosed below.

Liquidity and Going Concern

As of March 31, 2024, the Company had unrestricted cash and cash equivalents of approximately $ 8.0 million and an accumulated deficit of approximately $ 156.4 million.

For the three months ended March 31, 2024 and 2023, the Company incurred net losses of approximately $ 10.9 million and $ 5.7 million, respectively, and used cash in operations of approximately $ 9.9 million and $ 7.0 million, respectively.

As of June 30, 2024, the Company had unrestricted cash and cash equivalents of approximately $ 2.3 million and an accumulated deficit of approximately $ 167.5 million.

For the six months ended June 30, 2024 and 2023, the Company incurred net losses of approximately $ 22.0 million and $ 12.0 million, respectively, and used cash in operations of approximately $ 18.1 million and $ 11.7 million, respectively.

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

3 unchanged sentences

Implementation of the Company’s plans and its ability to continue as a going concern 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.

Additionally, the Company may need to raise further capital, through the sale of additional equity or debt securities.

Additionally, the Company will need to raise further capital, through the sale of additional equity or debt securities.

On July 1, 2024, the Company raised $ 5.0 million of gross proceeds from a registered direct offering of equity securities.

Also, subsequent to June 30, 2024, the Company raised $ 0.8 million of gross proceeds from its ongoing “at-the-market” offering.

See Note 11 – Subsequent Events for additional details.

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

1 unchanged sentence

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, 2024 and December 31, 2023, the Company had Treasury bills with original maturity dates of three months or less in the amounts of $ 2,039,357 and $ 5,450,118 , respectively.

As of June 30, 2024 and December 31, 2023, the Company had Treasury bills with original maturity dates of three months or less in the amounts of $ 0 and $ 5,450,118 , respectively.

EYENOVIA, INC.

2 unchanged sentences

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

As of March 31, 2024 and December 31, 2023, the Company had cash and cash equivalent balances in excess of FDIC insurance limits of $ 7,301,681 and $ 14,243,870 , respectively.

As of June 30, 2024 and December 31, 2023, the Company had cash and cash equivalent balances in excess of FDIC insurance limits of $ 1,573,044 and $ 14,243,870 , respectively.

Clinical Supply Arrangements

5 unchanged sentences

and (b) report the net income from the clinical supply arrangements as other income.

Deferred clinical supply costs were $ 0.8 million and $ 4.3 million at March 31, 2024 and December 31, 2023, respectively.

Deferred clinical supply costs were $ 0.4 million and $ 4.3 million at June 30, 2024 and December 31, 2023, respectively.

See Note 8 – Commitments and Contingencies –Defective Clinical Supply for additional information.

8 unchanged sentences

The Company has evaluated the net realizable value of the commercial inventory.

The write-down of commercial inventory to net realizable value was $ 198,034 and $ 0 for the three months ended March 31, 2024 and 2023, respectively.

The write-down of commercial inventory to net realizable value for the three months ended June 30, 2024 and 2023 was $ 0.5 million and $ 0.0 million, respectively.

The write-down of commercial inventory for the six months ended June 30, 2024 and 2023 was $ 0.7 million and $ 0.0 million, respectively, which consisted of $ 0.2 million of inventory write down of adjustments to list price for the first quarter of 2024 and $ 0.5 million for the write-down of short dated inventory to net realizable value for the second quarter of 2024.

The Company recorded the write-downs to cost of revenue as it relates to goods that were part of commercial inventory during 2024.

EYENOVIA, INC.

5 unchanged sentences

For the Three Months Ended

Net income (loss)

For the Six Months Ended

Net loss attributable to common stockholders

( 11,053,699 )

( 6,215,860 )

Net loss attributable to common stockholders

( 21,975,800 )

2 unchanged sentences

Common shares issued

Undelivered vested restricted stock units

Undelivered vested restricted shares

Denominator for basic and diluted net loss per share

21 unchanged sentences

Note 3 – Prepaid Expenses and Other Current Assets

As of March 31, 2024 and December 31, 2023, prepaid expenses and other current assets consisted of the following:

As of June 30, 2024 and December 31, 2023, prepaid expenses and other current assets consisted of the following:

Prepaid insurance expenses

6 unchanged sentences

Prepaid professional fees

Prepaid board of directors fees

Total prepaid expenses and other current assets

4 unchanged sentences

The License will remain in effect for ten years from the date of the first commercial sale of a Licensed Product, unless earlier terminated.

The Company paid Formosa the aggregate amount of $ 2.0 million (the “Upfront Payment”), consisting of (a) cash in the amount of $ 1.0 million and (b) 487,805 shares of common stock valued at $ 1.0 million, which is included in Intangible Assets on the accompanying balance sheet.

In addition to the Upfront Payment, the Company also capitalized $ 122,945 of transaction costs, which were primarily legal expenses.

In addition, the Company must pay Formosa up to $ 4.0 million upon the achievement of certain development milestones and up to $ 80.0 million upon the achievement of certain sales milestones.

The Company paid Formosa the aggregate amount of $ 2.0 million (the “Upfront Payment”), consisting of (a) cash in the amount of $ 1.0 million and (b) 487,805 shares of common stock, which is included in Intangible Assets on the accompanying balance sheet.

The Company also capitalized $ 122,945 of transaction costs, which were primarily legal expenses.

In addition to the Upfront Payment, the Company must pay Formosa up to $ 4.0 million upon the achievement of certain development milestones and up to $ 80.0 million upon the achievement of certain sales milestones.

The trigger for the initial $ 2.0 million development milestone payments was FDA approval of the Licensed Product and the effective date of the acceptance by the Company of the transfer and assignment of the FDA approval.

This occurred on March 14, 2024.

Under the provisions of the License, the Company had 45 days from the effective date of acceptance of the transfer and assignment of FDA approval to make payment.

Therefore, the Company recorded the $ 2.0 million increase in the intangible asset and the related accrual during March 2024.

Subsequent to March 31, 2024, the Company made the requisite payment (see Note 11 – Subsequent Events).

The second $ 2.0 million development milestone was earned upon FDA approval of the Licensed Product and payment is triggered on the earlier of twelve months after FDA approval or six months following the first commercial sale of the Licensed Product.

Therefore, the Company recorded an additional $ 2.0 million increase in the intangible asset and the related accrual during March 2024.

Under the provisions of the License, the Company had 45 days from the effective date of acceptance of the transfer and assignment of FDA approval to make the payment half in cash and half in common stock, otherwise the payment due would revert to be fully in cash.

The Company paid Formosa the aggregate amount of $ 2.0 million, consisting of (a) cash in the amount of $ 1.0 million on April 26, 2024 and (b) 613,496 shares of common stock on April 29, 2024 (calculated pursuant to the License using a five-day volume-weighted average price on March 14, 2024, but valued at $ 0.4 million on the April 29, 2024 settlement date, resulting in a $ 0.6 million change in fair value of the equity consideration payable), which is included in Intangible Assets on the accompanying balance sheet as of June 30, 2024.

The second $ 2.0 million development milestone (to be fully paid in cash) was earned upon FDA approval of the Licensed Product and payment was triggered on the earlier of twelve months after FDA approval or six months following the first commercial sale of the Licensed Product.

Because the payment became probable and estimable, the Company recorded an additional $ 2.0 million increase in the intangible asset and the related accrual on March 14, 2024.

EYENOVIA, INC.

1 unchanged sentence

Note 5 – Accrued Compensation

As of March 31, 2024 and December 31, 2023, accrued compensation consisted of the following:

As of June 30, 2024 and December 31, 2023, accrued compensation consisted of the following:

Accrued bonus expenses

2 unchanged sentences

Note 6 – Accrued Expenses and Other Current Liabilities

As of March 31, 2024 and December 31, 2023, accrued expenses and other current liabilities consisted of the following:

Accrued intangible asset milestone obligations

Accrued defective clinical supply settlement

As of June 30, 2024 and December 31, 2023, accrued expenses and other current liabilities consisted of the following:

Accrued intangible asset milestone obligation

Accrued defective clinical supply settlement, net

Accrued research and development expenses

4 unchanged sentences

Note 7 – Notes Payable and Convertible Notes Payable

As of March 31, 2024 and December 31, 2023, notes payable and convertible notes payable consisted of the following:

March 31, 2024

As of June 30, 2024 and December 31, 2023, notes payable and convertible notes payable consisted of the following:

June 30, 2024

December 31, 2023

6 unchanged sentences

Avenue - Note payable

Avenue - Convertible note payable

Total current portion

6 unchanged sentences

The D&O Loan is payable in eight monthly payments of $ 65,076 consisting of principal and interest.

During the three months ended March 31, 2024, the Company repaid $ 61,646 of principal owed on the D&O Loan.

During the six months ended June 30, 2024, the Company repaid $ 249,107 of principal owed on the D&O Loan.

In June 2024, the Company made its initial principal payment related to that certain loan and security agreement (the “Loan and Security Agreement”) with Avenue Capital Management II, L.P.

and related entities (together, “Avenue”) in the amount of $ 833,333 plus interest.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

During the three months ended March 31, 2024, the Company recorded interest expense of $ 678,658 , of which $ 675,228 (including amortization of debt discount of $ 184,207 ) was related to the Loan and Security Agreement with Avenue Capital Management II, L.P.

and related entities (together, “Avenue”) and $ 3,430 was related to 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 (including amortization of debt discount of $ 149,490 ) and $ 3,609 is related to the D&O Loan.

During the three months ended June 30, 2024, the Company recorded interest expense of $ 674,001 , of which $ 666,235 (including amortization of debt discount of $ 184,207 ) was related to the Avenue loan and $ 7,767 was related to the D&O Loan.

During the six months ended June 30, 2024, the Company recorded interest expense of $ 1,352,659 , of which $ 1,341,462 was related to the Loan and Security Agreement (including amortization of debt discount of $ 368,414 ) and $ 11,197 was related to the D&O Loan.

Note 8 – Commitments and Contingencies

Defective Clinical Supply

During the third quarter of 2023, a certain portion of clinical supply product sold to Bausch + Lomb had been determined to be defective.

On April 23, 2024, the Company and Bausch + Lomb executed a letter agreement (the “Side Letter”) (see Note 11 – Subsequent Events), in which the parties agreed to an estimated value of $ 0.5 million related to defective clinical supply.

During the third quarter of 2023, a certain portion of clinical supply product sold to Bausch + Lomb was determined to be defective.

On April 23, 2024, the Company and Bausch + Lomb executed a letter agreement (the “Side Letter”) pursuant to which the Company and Bausch + Lomb agreed that the Company would pay approximately $ 0.5 million to Bausch + Lomb related to the defective clinical supply.

Accordingly, the Company recorded an estimated charge equal to $ 0.4 million, which was included within other income (expense) during the year ended December 31, 2023, because the original sales to the licensee were recorded on that line item.

During the three months ended March 31, 2024, the Company recorded an additional $ 0.1 million charge to other income (expense).

During the three and six months ended June 30, 2024, the Company recorded no additional charge and a $ 0.1 million charge, respectively, to other income (expense).

Bausch License Agreements

7 unchanged sentences

The Company has recorded this amount as an operating expense.

In connection with the entry into the Letter Agreement, the Company also agreed to issue Bausch + Lomb $ 3.0 million in shares of the Company’s common stock, within ten business days of the Regulatory Transfer Date, which occurred on April 11, 2024.

See Note 11 – Subsequent Events for additional information.

In connection with the entry into the Letter Agreement, the Company also agreed to issue Bausch + Lomb $ 3.0 million in shares of the Company’s common stock, following the Regulatory Transfer Date (the “Transfer Date”).

On April 11, 2024, the Transfer Date, the transfer of the rights and certain assets relating to the CHAPERONE trial from Bausch + Lomb to the Company, was completed.

On May 3, 2024, the Company issued Bausch + Lomb 2,299,397 shares of the Company’s common stock (calculated pursuant to the Letter Agreement at $ 3.0 million using a thirty-day volume-weighted average price on April 11, 2024, but valued at $ 2.3 million on the May 3, 2024 settlement date, resulting in a $ 0.7 million change in fair value of the equity consideration payable), in satisfaction of its obligations pursuant to the Letter Agreement.

Pursuant to the Side Letter described above (see Defective Clinical Supply), the Company agreed to pay approximately $ 0.5 million to Bausch + Lomb related to the defective clinical supply.

It was also agreed that the Company will receive approximately $ 0.25 million from Bausch + Lomb to fund the vendor hold back liability that will be due upon completion of the CHAPERONE study.The Company has recorded the payable to Bausch + Lomb in the amount of $ 0.25 million.

In addition, the Company purchased $ 0.5 million of clinical supplies from Bausch + Lomb in April 2024.

EYENOVIA, INC.

2 unchanged sentences

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

For the Three Months Ended March 31,

For the Six Months Ended June 30,

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

17 unchanged sentences

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

Note 9 – Stockholders’ Equity

Note 9 – Stockholders’ (Deficiency) Equity

Increase in Authorized Number of Shares of Common Stock

On June 12, 2024, at the Annual Shareholders’ Meeting, the Company proposed and the shareholders approved an increase in authorized number of shares of common stock from 90,000,000 to 300,000,000 at the same par value of $ 0.0001 per share.

Common Stock Issuances

Pursuant to the License and certain milestone achievements, the Company issued 613,496 shares of common stock valued at $ 0.4 million on April 29, 2024 to Formosa (see Note 4 – Intangible Assets).

On May 3, 2024, the Company issued Bausch + Lomb 2,299,397 shares of the Company’s common stock, valued at $ 2.3 million, in satisfaction of its obligations pursuant to the Letter Agreement (see Note 8 – Commitments and Contingencies).

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

At-The-Market Offering

During the three months ended March 31, 2024, the Company received approximately $ 3.2 million in net proceeds from the sale of 1,833,323 shares of its common stock pursuant to a sales agreement (the “Sales Agreement”) with Leerink Partners, LLC, formerly known as SVB Securities LLC (“Leerink Partners”) in an ”at-the-market” offering.

During the six months ended June 30, 2024, the Company received approximately $ 4.9 million in net proceeds from the sale of 4,128,276 shares of its common stock pursuant to a sales agreement (the “Sales Agreement”) with Leerink Partners, LLC, formerly known as SVB Securities LLC (“Leerink Partners”) in an ”at-the-market” offering.

Registered Direct Offering

On April 8, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a single fundamentals-based healthcare investor (the “Purchaser”), pursuant to which the Company agreed to sell, in a registered direct offering by the Company directly to the Purchaser (the “Offering”), 3,223,726 shares of common stock, par value $ 0.0001 per share.

The price per share in the Offering was $ 0.6204 .

The aggregate gross proceeds to the Company from the Offering were $ 2.0 million, and net proceeds after offering costs were approximately $ 1.9 million.

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, 2024 and 2023, the Company recorded stock-based compensation expense of $ 546,232 ($ 206,586 which was included within research and development expenses and $ 339,646 was included within general and administrative expenses on the statements of operations) and $ 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), respectively.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the three months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense of $ 541,056 ($ 232,154 of which was included within research and development expenses and $ 308,902 was included within general and administrative expenses on the statements of operations) and $ 493,632 ($ 36,197 of which was included within research and development expenses and $ 457,435 of which was included within general and administrative expenses on the statements of operations), respectively.

For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense of $ 1,087,288 ($ 438,740 of which was included within research and development expenses and $ 648,548 of which was included within general and administrative expenses on the statements of operations) and $ 1,312,696 ($ 411,327 of which was included within research and development expenses and $ 901,369 of which was included within general and administrative expenses on the statements of operations), respectively.

Restricted Stock Units

A summary of the restricted stock units (“RSUs”) activity during the three months ended March 31, 2024 is presented below:

A summary of the restricted stock units (“RSUs”) activity during the six months ended June 30, 2024 is presented below:

RSUs non-vested January 1, 2024

RSUs non-vested March 31, 2024

Vested RSUs undelivered March 31, 2024

RSUs non-vested June 30, 2024

Vested RSUs undelivered June 30, 2024

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

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

As of March 31, 2024, there was $ 63,095 of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 0.3 years.

Stock Options

A summary of the option activity during the three months ended March 31, 2024 is presented below:

Outstanding, January 1, 2024

Outstanding, March 31, 2024

Exercisable, March 31, 2024

As of June 30, 2024, there was $ 237,405 of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 0.9 years.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The following table presents information related to stock options as of March 31, 2024:

Stock Options

A summary of the option activity during the six months ended June 30, 2024 is presented below:

Outstanding, January 1, 2024

Outstanding, June 30, 2024

Exercisable, June 30, 2024

The following table presents information related to stock options as of June 30, 2024:

Options Outstanding

7 unchanged sentences

$ 5.00 - $ 5.99

$ 6.00 - $ 6.99

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

Expected term (years)

2 unchanged sentences

3.44 % - 4.02 %

4.04 % - 4.72 %

3.44 % - 4.18 %

Expected volatility

Expected dividends

As of March 31, 2024, there was $ 2,407,571 of unrecognized stock-based compensation expense related to stock options which will be recognized over a weighted average period of 2.1 years.

The weighted average estimated grant date fair value of the stock options granted for the three months ended March 31, 2024 and 2023 was approximately $ 1.33 and $ 1.61 per share, respectively.

As of June 30, 2024, there was $ 2,358,546 of unrecognized stock-based compensation expense related to stock options which will be recognized over a weighted average period of 1.8 years.

The weighted average estimated grant date fair value of the stock options granted for the three months ended June 30, 2024 and 2023 was approximately $ 0.44 and $ 2.04 per share, respectively.

The weighted average estimated grant date fair value of the stock options granted for the six months ended June 30, 2024 and 2023 was approximately $ 0.84 and $ 1.78 per share, respectively.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 10 – Employee Benefit Plans

3 unchanged sentences

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, 2024 and 2023, the Company recorded expense of $ 102,483 and $ 78,969 , respectively, associated with its matching contributions.

During the three months ended June 30, 2024 and 2023, the Company recorded expense of $ 61,706 ( $ 43,875 which was included within research and development expenses and $ 17,831 was included within general and administrative expenses on the statements of operations) and $ 46,196 ( $ 35,178 of which was included within research and development expenses and $ 11,018 of which was included within general and administrative expenses on the statements of operations), respectively, associated with its matching contributions.

During the six months ended June 30, 2024 and 2023, the Company recorded expense of $ 164,189 ( $ 95,412 of which was included within research and development expenses and $ 68,777 of which was included within general and administrative expenses on the statements of operations) and $ 125,164 ( $ 78,176 of which was included within research and development expenses and $ 46,988 of which was included within general and administrative expenses on the statements of operations) associated with its matching contributions, respectively.

Note 11 - Subsequent Events

Registered Direct Offering

The price per share in the Offering was $ 0.6204 .

The aggregate gross proceeds to the Company from the Offering were approximately $ 2.0 million.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

On July 1, 2024, the Company closed on a registered direct offering (the “July Offering”) with certain institutional and accredited investors (the “Investors”), pursuant to which the Company sold 7,575,757 shares of common stock and warrants to purchase up to 7,575,757 shares of common stock.

The combined offering price for each share of common stock and accompanying warrant was $ 0.66 .

The Company also agreed to issue warrants to purchase an additional 1,749,780 shares of common stock to one of the Investors at an exercise price of $ 0.69 per share.

All of the new warrants become exercisable six months following their issuance, and may be exercised until January 2, 2030.

In connection with the July Offering, the Company entered into warrant amendment agreements (the “Amendments”) with the holders of previously issued warrants (the “Prior Warrants”) to purchase up to an aggregate of 10,386,269 shares of common stock, whereby the Company agreed to amend the Prior Warrants to reduce the exercise price of the Prior Warrants from $ 2.23 or $ 2.21 per share of common stock to $ 0.69 per share of common stock, extend the term of the Prior Warrants until January 2, 2030 and prohibit exercise of the Prior Warrants for the six-month period following the effective date of the Amendments.

The aggregate gross proceeds from the July Offering were approximately $ 5.0 million.

Total estimated issuance costs are approximately $ 0.7 million.

At-The-Market Offering

Subsequent to March 31, 2024, the Company received approximately $ 317,000 in net proceeds from the sale of 347,794 shares of its common stock pursuant to its Sales Agreement with Leerink Partners in its ”at-the-market” offering.

On April 8, 2024, the Company suspended its use of and terminated the prospectus supplement related to the potential issuance from time to time of the Company’s common stock pursuant to the Sales Agreement, unless and until a new prospectus supplement or a new registration statement is filed.

Reversion of Licensed Rights Under Mutual Termination Agreement with Bausch + Lomb

On January 12, 2024, the Company and Bausch + Lomb entered into the Letter Agreement, pursuant to which Eyenovia reacquired the rights to the CHAPERONE trial at the Regulatory Transfer Completion Date (as defined in the Letter Agreement;

hereinafter the “Transfer Date”).

See Note 8 – Commitments and Contingencies – Bausch License Agreements for details of the Letter Agreement.

On April 11, 2024, the Transfer Date, the transfer of the rights and certain assets relating to the CHAPERONE trial from Bausch + Lomb to the Company was completed.

On May 3, 2024, the Company issued Bausch + Lomb 2,299,397 shares of the Company’s common stock, valued at $ 3.0 million, in satisfaction of its obligations pursuant to the Letter Agreement.

On April 23, 2024, the Company and Bausch + Lomb entered into the Side Letter, pursuant to which the Company and Bausch + Lomb agreed that the Company would pay approximately $ 0.5 million to Bausch + Lomb related to the defective clinical supply.

It was also agreed that the Company will receive approximately $ 0.25 million from Bausch + Lomb to fund the vendor hold back liability that will be due upon completion of the CHAPERONE study.

In addition, the Company purchased $ 0.5 million of clinical supplies from Bausch + Lomb in April 2024.

Intangible Asset Payment

Based on the achievement of the first development milestone (see Note 4 – Intangible Assets) which occurred on March 11, 2024, the Company paid Formosa the aggregate amount of $ 2.0 million, consisting of (a) cash in the amount of $ 1.0 million on April 26, 2024 and (b) 613,496 shares of common stock valued at $ 1.0 million on April 29, 2024, which is included in Intangible Assets on the accompanying balance sheet.

Subsequent to June 30, 2024, the Company received approximately $ 0.8 million in gross proceeds from the sale of 665,762 shares of its common stock pursuant to its Sales Agreement with Leerink Partners in its “at-the-market” offering.

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