What changed in this filing

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Item 1. Financial Statements

2025-05-19 compared with 2024-11-12 · 166 added, 407 removed, 197 unchanged (74% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

September 30,

Current Assets

Cash and cash equivalents

Deferred clinical supply costs

License fee and expense reimbursements receivable

2 unchanged sentences

Total Current Assets

Property and equipment, net

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

Current Liabilities:

3 unchanged sentences

Operating lease liabilities - current portion

Notes payable - current portion, net of debt discount of $ 562,711 and $ 503,914 as of September 30, 2024 and December 31, 2023, respectively

Convertible notes payable - current portion, net of debt discount of $ 72,467 and $ 0 as of September 30, 2024 and December 31, 2023, respectively

Notes payable - current portion, net of debt discount of $ 56,954 and $ 527,870 as of March 31, 2025 and December 31, 2024, respectively

Convertible notes payable - current portion, net of debt discount of $ 723,725 and $ 263,930 as of March 31, 2025 and December 31, 2024, respectively

Total Current Liabilities

Accrued expenses and other non-current liabilities

Operating lease liabilities - non-current portion

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

Convertible notes payable - non-current portion, net of debt discount of $ 163,051 and $ 398,569 as of September 30, 2024 and December 31, 2023, respectively

Total Liabilities

Commitments and contingencies (Note 8)

Stockholders’ Equity:

Stockholders’ Deficiency:

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

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

0 shares issued and outstanding as of March 31, 2025 and December 31, 2024

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

86,375,958 and 45,553,026 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

2,830,546 and 1,506,369 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

2 unchanged sentences

( 195,309,992 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Total Stockholders’ Deficiency

( 9,714,001 )

( 13,095,952 )

Total Liabilities and Stockholders’ Deficiency

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

2 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

Operating Income

2 unchanged sentences

Research and development

Selling, general and administrative

Reacquisition of license rights

General and administrative

Reversion of license rights

Total Operating Expenses

2 unchanged sentences

( 10,266,824 )

( 29,287,095 )

( 17,939,892 )

Other Income (Expense):

Other income (expense), net

Change in fair value of equity consideration payable

Other (expense) income, net

Gain on extinguishment of debt

Interest expense

( 1,954,768 )

( 1,691,228 )

Interest income

2 unchanged sentences

( 10,922,101 )

( 7,338,733 )

( 29,863,653 )

( 19,293,959 )

Net Loss Per Share - Basic and Diluted

3 unchanged sentences

Condensed Statements of Changes in Stockholders’ (Deficiency) Equity

For the Three and Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Stockholders’

2 unchanged sentences

( 195,309,992 )

Issuance of common stock in At the Market Program [1]

Stock-based compensation

( 13,095,952 )

( 10,922,101 )

Balance - March 31, 2024

( 156,413,660 )

Issuance of common stock in 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 Program [5]

Issuance of common stock in At the Market offering [1]

Stock-based compensation

( 11,053,699 )

Balance - June 30, 2024

( 167,467,359 )

( 2,369,903 )

Issuance of common stock and warrants in offerings [6]

Induced exercise of stock warrants [2]

Reverse stock split settlement of fractional shares

Warrant modification and additional warrants - incremental value [3]

Warrant modification and additional warrants - in issuance costs for offering (8)

Warrant modification and additional warrants - in issuance costs for inducement [4]

( 1,194,102 )

( 3,483,533 )

Issuance of common stock in At the Market Program [9]

Stock-based compensation

( 3,483,533 )

Balance - March 31, 2025

( 198,793,525 )

Balance - September 30, 2024

( 9,714,001 )

[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 .

[6] Includes gross proceeds of $ 14,139,994 , less total cash issuance costs of $ 1,791,816 .

[7] Offering includes modification of warrants and additional warrants in the July 2024 offering.

[8] Non-cash warrant modification and additional warrants issuance costs related to one of the offerings of $ 2,868,000 are shown on a separate line item.

[9] Includes gross proceeds of $ 1,212,251 less total issuance costs of $ 36,368 .

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

EYENOVIA, INC.

Condensed Statements of Changes in Stockholders’ Equity, continued

For the Three and Nine Months Ended September 30, 2023

For the Three Months Ended March 31, 2024

Stockholders’

2 unchanged sentences

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

Cashless exercise of stock options

Stock-based compensation

Issuance of common stock related to vested restricted stock units

( 10,922,101 )

2 unchanged sentences

( 156,413,660 )

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 )

Issuance of common stock and warrants in registered direct offering [3][7]

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

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

Warrant modification - incremental value (6)

Warrant modification - in issuance costs for registered direct offering (7)

( 1,738,700 )

Stock-based compensation

( 7,338,733 )

Balance - September 30, 2023

( 137,524,422 )

[1] Includes gross proceeds of $ 5,851,007 less total issuance costs of $ 187,741 .

[2] Includes gross proceeds of $ 1,039,206 less total issuance costs of $ 116,456 .

[3] Includes gross proceeds of $ 11,977,468 less total cash issuance costs of $ 1,091,354 .

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

[3] Incremental value from the warrant inducement entered into on January 16, 2025 (see Note 9 – Stockholders’ Equity).

[4] Non-cash warrant modification and additional warrants issuance costs related to the warrant inducement are shown as a separate line item for clarity.

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

[6] Registered direct offering included modification of warrant originally granted in the March 2022 offering.

[7] Non-cash warrant modification issuance costs related to the registered direct offering of $ 1,738,700 are shown on a separate line item.

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

1 unchanged sentence

Condensed Statements of Cash Flows

For the Nine Months Ended

September 30,

For the Three 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 returned deferred clinical supplies

Reacquisition of license rights

Non-cash rent expense

Provision for defective clinical supply settlement

Amortization of operating lease

Gain on extinguishment of debt

Interest expense added to note principal

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

License fee and expense reimbursement receivables

License fee and expense reimbursements receivables

Deferred clinical supply costs

( 1,637,756 )

( 1,051,023 )

Security and equipment deposits

Accounts payable

7 unchanged sentences

Purchases of property and equipment

( 2,702,361 )

Investment in intangible asset

( 1,122,945 )

Net Cash Used In Investing Activities

( 3,825,306 )

Cash Flows From Financing Activities

Proceeds from sale of common stock and warrants in offerings

Payment of offerings issuance costs

( 1,902,987 )

( 1,091,354 )

Proceeds from sale of common stock in At the Market Program

Payment of issuance costs for At the Market Program

Proceeds from exercise of stock options

Proceeds from note payable to Avenue

Payment of issuance costs for notes issued to Avenue

Proceeds from sale of common stock in At the Market offering

Payment of issuance costs for At the Market offering

Proceeds from induced exercise of stock warrants

Payment of cash issuance costs for induced exercise of stock warrants

Reverse stock split settlement of fractional shares

Payment of issuance costs for debt modification

Repayments of notes payable

( 3,773,746 )

Net Cash Provided By Financing Activities

Net Decrease in Cash and Cash Equivalents

( 7,660,928 )

Net Increase (Decrease) in Cash and Cash Equivalents

( 6,872,951 )

4 unchanged sentences

Condensed Statements of Cash Flows, continued

For the Nine Months Ended

September 30,

For the Three Months Ended

Supplemental Disclosure of Cash Flow Information:

4 unchanged sentences

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

Modification date carrying value of extinguished Avenue Loan

Modification date fair value of modified Avenue Loan

Warrant modification and additional warrants - incremental value

Issuance of common stock in consideration of licensing agreement

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.

2 unchanged sentences

Note 1 – Business Organization, Nature of Operations and Basis of Presentation

Eyenovia, Inc.

(“Eyenovia” or the “Company”) is an ophthalmic technology company developing and commercializing advanced products leveraging its proprietary Optejet topical ophthalmic medication dispensing platform.

The Optejet is especially useful in the treatment of chronic front-of-the-eye diseases due to its ease of use, enhanced safety and tolerability, and potential for superior compliance versus standard eye drops.

Together, these benefits may combine to produce better treatment options and outcomes for patients and providers.

The company’s pre-NDA candidate, MicroPine, is being developed for pediatric progressive myopia, a global epidemic impacting hundreds of millions of children worldwide and representing a multi-billion-dollar addressable market.

The company’s current commercial portfolio includes clobetasol propionate ophthalmic suspension, 0.05%, for post-surgical pain and inflammation, and Mydcombi® for mydriasis.

Eyenovia has also secured licensing and development agreements for additional multi-billion-dollar indications where the Optejet may be advantageous, including dry eye.

Eyenovia, Inc., (“Eyenovia” or the “Company”) is an ophthalmic technology company developing a proprietary Optejet® topical ophthalmic medication dispensing platform.

In November 2024, the Company received a negative clinical trial result in its development-stage drug-device combination product, MicroPine.

As a result, the Company restructured, minimized expenses and engaged with an investment bank to explore strategic options in order to maximize shareholder value.

The Company has paused the national sales roll-out of its products clobetasol propionate and Mydcombi® until additional resources can be obtained.

At the same time, the Company accelerated development efforts relating to the Optejet.

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 September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023.

The results of operations for the three and nine months ended September 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.

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, 2025 and for the three months ended March 31, 2025 and 2024.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 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, 2024 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, 2024, filed with the Securities and Exchange Commission (“SEC”) on April 15, 2025 (the “2024 Form 10-K”), as amended by Amendment No.

1, filed with the SEC on April 30, 2025 (the “2024 Form 10-K Amendment”).

Note 2 – Summary of Significant Accounting Policies

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 nine months ended September 30, 2024, except as disclosed below.

Liquidity and Going Concern

As of September 30, 2024, the Company had unrestricted cash and cash equivalents of approximately $ 7.2 million and an accumulated deficit of approximately $ 175.4 million.

For the nine months ended September 30, 2024 and 2023, the Company incurred net losses of approximately $ 29.9 million and $ 19.3 million, respectively, and used cash in operations of approximately $ 24.0 million and $ 17.5 million, respectively.

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

Basis of Presentation

On January 31, 2025, the Company effected a reverse stock split of its common stock at a ratio of 1–for-80 (the “Reverse Split”).

Upon the effectiveness of the Reverse Split, every 80 issued shares of common stock were reclassified and combined into one share of common stock.

In addition, the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities and warrants was proportionally decreased, and the corresponding conversion price or exercise price was proportionally increased.

No fractional shares were issued as a result of the Reverse Split.

Stockholders who would otherwise have been entitled to receive a fractional share received a cash payment in lieu of such fractional share.

Accordingly, all share and per share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Split and adjustment of the conversion price or exercise price of each outstanding equity award, convertible security and warrant as if the transaction had occurred as of the beginning of the earliest period presented.

Note 2 – Going Concern

The Company expects to continue to incur cash outflows from operations for the near future.

The Company expects that it will continue to incur significant research and development and selling, general and administrative expenses and, as a result, it will eventually need to generate significant product revenues to achieve profitability.

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

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

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.

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 September 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.

Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to generate sufficient recurring revenues, the Company’s ability to raise further capital, through the sale of additional equity or debt securities or the completion of a transaction consistent with the strategic alternatives that we are exploring or otherwise, to support its future operations.

If the Company is unable to generate sufficient recurring revenue, secure additional capital or complete a strategic transaction, it may be required to curtail its research and development initiatives, take additional measures to reduce costs in order to conserve its cash or file for bankruptcy.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 3 – Summary of Significant Accounting Policies

The Company disclosed its significant accounting policies in Note 2 – Summary of Significant Accounting Policies included in the 2024 Form 10-K.

There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2025, except as disclosed below.

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 condensed financial statements.

As of March 31, 2025, the Company had no Treasury bills with original maturity dates of three months or less.

The Company has cash deposits in financial institutions 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 September 30, 2024 and December 31, 2023, the Company had cash and cash equivalent balances in excess of FDIC insurance limits of $ 6,784,903 and $ 14,243,870 , respectively.

Clinical Supply Arrangements

Bausch + Lomb Ireland Limited (“Bausch + Lomb”) and Arctic Vision had 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.

Pursuant to the Letter Agreement (as defined below) with Bausch + Lomb, as referenced in Note 8 – Commitments and Contingencies – Bausch License Agreements, the arrangement with Bausch + Lomb has been terminated, and all rights have been repurchased by Eyenovia.

The arrangement with Arctic Vision is still in place.

The Company’s licensing agreement with Arctic Vision represents a collaborative arrangement and Arctic Vision is not a customer with respect to the clinical supply arrangements.

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

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

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

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

Inventories are stated at the lower of cost or net realizable value.

Cost is determined using the first-in, first-out method.

The cost of inventory that is sold commercially to third parties is included within cost of sales.

The Company will periodically review for slow-moving, excess or obsolete inventories.

Inventory is primarily comprised of drug-device combination products, which are available for commercial sale, as follows:

September 30,

Finished goods

Raw materials

Total inventory

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

The write-down of commercial inventory to net realizable value for the three months ended September 30, 2024 and 2023 was $ 0.1 million and $ 0.0 million, respectively.

The write-down of commercial inventory for the nine months ended September 30, 2024 and 2023 was $ 0.8 million and $ 0.0 million, respectively.

The write - down for the nine months ended September 30, 2024 consisted of $ 0.2 million of inventory write down adjustments to list price for the first quarter of 2024, $ 0.5 million for the write-down of short dated inventory to net realizable value for the second quarter of 2024 and $ 0.1 million for the write - down of inventory to net realizable value for the third 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.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Net Loss Per Share of Common Stock

As of March 31, 2025, the Company had cash and cash equivalent balances in excess of FDIC insurance limits of $ 3,509,980 .

Note 4 – Net Loss Per Share of Common Stock

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, plus fully vested shares that are subject to issuance for little or no monetary consideration.

2 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

Net loss attributable to common stockholders

1 unchanged sentence

( 10,922,101 )

( 29,863,653 )

( 19,293,959 )

Denominator (weighted average quantities):

Common shares issued

Prefunded warrants

Undelivered vested restricted shares

Undelivered vested restricted stock units

Denominator for basic and diluted net loss per share

1 unchanged sentence

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

September 30,

Convertible notes [1]

1 unchanged sentence

Total potentially dilutive shares

Subsequent Events

The Company has evaluated subsequent events through the date which the financial statements were issued.

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

Recently Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segments Disclosures (Topic 280), which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on both an annual and interim basis.

The guidance becomes effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows.

The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07.

Beginning April 1, 2025, $ 10 million of principal of the Avenue Loan (see Note 6 - Notes Payable and Convertible Notes Payable) will be convertible into 5,923,285 additional shares of common stock at a conversion price of $ 1.68 per share.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

This update also includes certain other amendments to improve the effectiveness of income tax disclosures.

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of this standard, but does not expect it to have a material impact on its financial statements.

Note 5 – Prepaid Expenses and Other Current Assets

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

September 30,

As of March 31, 2025 and December 31, 2024, prepaid expenses and other current assets consisted of the following:

Prepaid insurance expenses

1 unchanged sentence

Prepaid general and administrative expenses

Prepaid rent and security deposit

Prepaid patent expenses

Prepaid conference expenses

Prepaid research and development expenses

Prepaid rent and security deposit

Total prepaid expenses and other current assets

Note 4 - Intangible Assets

On August 15, 2023, the Company entered into a license agreement (the “Formosa License”) with Formosa Pharmaceuticals Inc.

(“Formosa”), whereby the Company acquired the exclusive U.S.

rights to commercialize any product related to a novel formulation of clobetasol propionate ophthalmic suspension, 0.05 % (the “Formosa Licensed Product”), which was approved by the FDA for ophthalmic use for inflammation and pain after ocular surgery and supplemental disease indications, if any, associated with the New Drug Application for the Formosa Licensed Product.

The Formosa License will remain in effect for ten years from the date of the first commercial sale of a Formosa 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, 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 Formosa 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 Formosa 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 Formosa 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 September 30, 2024.

The second $ 2.0 million development milestone (to be fully paid in cash) was earned upon FDA approval of the Formosa 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 Formosa 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.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 5 – Accrued Compensation

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

September 30,

Accrued bonus expenses

Accrued payroll expenses

Total accrued compensation

Note 6 – Accrued Expenses and Other Current Liabilities

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

September 30,

As of March 31, 2025 and December 31, 2024, accrued expenses and other current liabilities consisted of the following:

Accrued intangible asset milestone obligation

Accrued defective clinical supply settlement, net

Accrued clinical studies costs

Accrued licensee reimbursement

Accrued rework of clinical supply returns

Accrued equipment costs

Accrued loan interest

Accrued fixed asset disposal costs

Accrued professional services

Credit card payable

Accrued franchise tax

Credit card payable

Accrued research and development expenses

1 unchanged sentence

Note 7 – Notes Payable and Convertible Notes Payable

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

September 30, 2024

As of March 31, 2025 and December 31, 2024, notes payable and convertible notes payable consisted of the following :

March 31, 2025

December 31, 2024

3 unchanged sentences

Debt Discount

Current portion:

D&O insurance policy loan

Avenue - Note payable

Avenue - Convertible note payable

Total current portion

Non-Current portion:

Avenue - Note payable

Avenue - Convertible note payable

Total non-current portion

On February 24, 2024, the Company issued a note payable in the amount of $ 505,050 for the purchase of a directors and officers’ liability insurance policy (the “D&O Loan”).

The note accrued interest at a rate of 8.15 % per year and matured on October 24, 2024.

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

During the nine months ended September 30, 2024, the Company repaid $ 440,413 of principal owed on the D&O Loan.

The note was paid off in full on the maturity date.

Total current notes payable

On February 21, 2025, the Company entered into a second amendment (the “Second Amendment”) of the Loan and Security Agreement (the “Avenue Loan Agreement”) with Avenue Venture Opportunities Fund, L.P., (“Avenue 1”) and Avenue Venture Opportunities Fund, L.P.

II, (“Avenue 2”), (together “Avenue” or the “Lender”) whereby the Lender agreed to defer principal and interest payments on amounts outstanding until the end of September 2025.

Deferred interest will accrue on the outstanding principal amount at the interest rate stated in the original Avenue Loan.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

In June 2024, the Company began making principal payments 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 per month plus interest.

During the three months ended September 30, 2024, the Company recorded interest expense of $ 602,109 , of which $ 598,188 (including amortization of debt discount of $ 184,207 ) was related to the Avenue loan and $ 3,921 was related to the D&O Loan.

During the nine months ended September 30, 2024, the Company recorded interest expense of $ 1,954,768 , of which $ 1,939,650 was related to the Loan and Security Agreement (including amortization of debt discount of $ 552,620 ) and $ 15,118 was related to the D&O Loan.

Under the Second Amendment, the Company has agreed to use a portion of the proceeds from the at-the-market offering (see Note 8 – Stockholders’ Equity, At-The-Market Offering) to pay down the outstanding principal amount under the Avenue Loan Agreement as follows:

a) until the Company raises $ 3.0 million of aggregate proceeds, 65 % of the proceeds shall be remitted to the Lenders as a payment in respect of the outstanding principal amount, and b) after the Company raises $ 3.0 million of aggregate proceeds, 75 % of the proceeds shall be remitted to the Lenders as a payment in respect of the outstanding principal amount.

In connection with the Second Amendment, the Company owed Avenue $ 0.8 million in gross proceeds received from the at-the-market offering for the period from February 21, 2025 to March 31, 2025, which was equivalent to 65 % of the proceeds raised.

Accordingly, $ 0.2 million was paid prior to March 31, 2025 and $ 0.6 million was paid subsequent to March 31, 2025.

Pursuant to the Second Amendment, at any time on or after April 1, 2025, the Lenders also have the right, in their discretion, but not the obligation, to convert an aggregate amount of up to $ 10.0 million of the aggregate principal amount under the Avenue Loan Agreement into shares of the Company’s common stock, at a conversion price equal to $ 1.68 per share.

The modification of the Avenue Loan was accounted for as an extinguishment, due to the addition of a substantive conversion option.

Accordingly, the $ 10.3 million modification date carrying value of the pre-modification Avenue Loan was derecognized and the $ 10.2 million modification date fair value of the post-modification Avenue Loan was recognized, resulting in the recording of a $ 0.1 million extinguishment gain.

The post-modification Avenue Loan was valued using a Monte Carlo simulation model using the following key assumptions:

(a) discount rate of 70.0 %;

(b) volatility of 130.0 %;

and (b) risk-free rate of 4.2 %.

Note 8 – Commitments and Contingencies

Defective Clinical Supply

During the third quarter of 2023, a certain portion of clinical supply product sold by the Company 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 and nine months ended September 30, 2024, the Company recorded no additional charge and a $ 0.1 million charge, respectively, to other income (expense).

Bausch License Agreements

On October 9, 2020, the Company entered into a license agreement (the Bausch License Agreement”), pursuant to which Bausch + Lomb was permitted to develop and commercialize the Bausch Licensed Product (as defined in the Bausch License Agreement) in the United States and Canada (the “Licensed Territory”).

Bausch + Lomb could terminate the Bausch License Agreement, with respect to the Bausch Licensed Product to either country in the Licensed Territory, at any time for convenience upon 90 days’ written notice.

On January 12, 2024, the Company and Bausch + Lomb entered into a mutual termination and reassignment agreement (the “Letter Agreement”), pursuant to which Eyenovia reacquired the rights to the Bausch Licensed Product.

The terms of the agreement include the immediate transfer of the rights and the subsequent transfer of certain assets relating to the Bausch Licensed Product from Bausch + Lomb to the Company in exchange for cash and common stock consideration.

In addition, under the terms of the Letter Agreement, the Company agreed to pay Bausch + Lomb a low single-digit royalty on its net sales of the Bausch Licensed Product in the United States and Canada for a period of ten years from the date of the first commercial sale by the Company (or its affiliates or licensees) of the Bausch Licensed Product in the United States.

Under the Letter Agreement, (i) the Company will re-acquire any and all licenses and other rights granted by the Company to Bausch + Lomb under the original Bausch License Agreement, (ii) any and all licenses and other rights granted by Bausch + Lomb to the Company under the License Agreement are terminated, other than as set forth in the Letter Agreement, and (iii) other than as set forth in the Letter Agreement, Bausch + Lomb is released from all of their ongoing obligations under the License Agreement, including development and commercialization obligations.

Pursuant to the Letter Agreement, the Company paid Bausch + Lomb an upfront payment of $ 2.0 million in cash on January 22, 2024.

The Company 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, 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.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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.

Operating Leases

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

For the Nine Months Ended September 30,

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

Operating cash flows used in operating activities

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

Operating leases

Weighted Average Remaining Lease Term (Years)

Operating leases

Weighted Average Discount Rate

Operating leases

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

For the Years Ending December 31,

Minimum Lease Payments

Total future minimum lease payments

Imputed interest

Present value of lease liabilities

current portion

Lease liabilities, non-current portion

Litigations, Claims and Assessments

1 unchanged sentence

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

Note 9 – Related Party Transactions

The Company has an advisory service agreement with a member of the board of directors.

The agreement calls for a monthly consulting fee of $ 5,000 , paid on a quarterly basis, which is in addition to the compensation paid to the individual pursuant to the Company’s non - employee director compensation policy while such individual remains a member of the board of directors.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 9 – Stockholders’ 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 the authorized number of shares of the Company’s 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).

At-The-Market Program

During the nine months ended September 30, 2024, the Company received approximately $ 6.0 million in net proceeds from the sale of 5,630,556 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.

Second Quarter 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 “April Offering”), 3,223,726 shares of common stock.

The price per share in the April Offering was $ 0.6204 .

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

Third Quarter Offerings

A summary of the offerings for the third quarter is presented below:

Stockholders’

July Offering

August Offering

September Offering

July Offering and Warrant Amendment

On July 1, 2024, the Company closed on a registered direct offering (the “July Offering”) with certain institutional and accredited investors (the “July 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 (the “Additional Warrants”) to one of the July Investors.

All of the new warrants become exercisable six months following their issuance, at an exercise price of $ 0.69 per share, and may be exercised until January 2, 2030.

Increase of 2018 Omnibus Stock Incentive Plan Shares

On January 21, 2025, the stockholders approved an amendment to the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan to reserve an additional 350,000 shares of the Company’s common stock for issuance thereunder, which number was not adjusted as a result of the Reverse Split.

At-The-Market Offering

During the three months ended March 31, 2025, the Company received approximately $ 5.7 million in net proceeds from the sale of 1,127,100 shares of its common stock pursuant to the sales agreement with Chardan Capital Markets, LLC (“Chardan”) in its “at-the-market” offering.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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 and $ 2.47 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 to the Company from the July Offering were approximately $ 5.0 million, and net proceeds after cash offering costs were approximately $ 4.3 million.

Offering costs include placement agent fees of $ 0.4 million and Company legal fees of $ 0.3 million.

In addition, there were $ 2.9 million of non-cash issuance costs which represents the value of the Additional Warrants, plus the modification date incremental value of the modified Prior Warrants as compared to the original Prior Warrants, as an issuance cost of the warrant exercise.

August Offering

On August 21, 2024, the Company agreed to sell 12,850,000 shares of common stock to certain institutional and accredited investors (the “August Investors”), in some cases pursuant to a securities purchase agreement (the “August Offering”).

The price per share in the August Offering was $ 0.40 .

The aggregate gross proceeds to the Company from the August Offering were approximately $ 5.1 million, and net proceeds after offering costs were approximately $ 4.5 million.

September Offering

On September 30, 2024, the Company closed on a registered direct offering (the “September Offering”) with a certain purchaser, pursuant to which the Company sold to the purchaser 8,630,000 shares of common stock;

pre-funded warrants to purchase up to 65,653 shares of common stock;

and warrants to purchase up to 8,695,653 shares of common stock at an exercise price of $ 0.50 per share.

The combined offering price for each share and accompanying warrant was $ 0.46 .

The combined offering price for each pre-funded warrant and accompanying Warrant was $ 0.4599 , which is equal to the purchase price per share in the September Offering, minus $ 0.0001 , the exercise price per share of the pre-funded warrants.

The warrants will be exercisable beginning six months following the date of issuance and may be exercised until March 31, 2030.

The aggregate gross proceeds to the Company from the September Offering were approximately $ 4.0 million, and net proceeds after offering costs were approximately $ 3.6 million.

The issuance date or modification date fair value of stock warrants issued or modified during the three and nine months ended September 30, 2024 and 2023 was determined using the Black Scholes method, with the following assumptions used:

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, 2025 and 2024, the Company recorded stock-based compensation expense allocated as follows:

For the Three Months Ended

For the Nine Months Ended

September 30,

Fair value of common stock on date of grant

Research and development

Selling, general and administrative

During the quarter ended March 31, 2025, the Company entered into an Inducement Offer (the “Inducement Offer”) with an Investor (the “Investor”), by which the Company agreed to reduce the exercise price of existing warrants to purchase 197,118 shares of common stock (“the Existing Warrants”) from $ 55.20 per share to $ 5.272 per share.

These warrants were immediately exercised for net proceeds to the Company of approximately $ 0.9 million.

Cash issuance costs were $ 116,456 .

The Inducement Offer also required the Company to issue to the Investor Series A Common Stock Purchase Warrants and Series B Common Stock Purchase Warrants (together the “Additional Warrants”) to purchase an aggregate of 394,236 shares of common stock at an exercise price of $ 5.272 per share, which may be exercised for five years from the initial exercise date.

The Additional Warrants become exercisable upon stockholder approval.

Modification accounting was only performed on the warrants that were actually exercised pursuant to the Inducement Offer as it represented a short-term inducement.

The Company recognized the $ 1,194,102 modification date incremental value of the modified Existing Warrants and Additional Warrants issued as compared to the original Existing Warrants, as an issuance cost of the warrant exercise.

The table below presents the assumptions that were used before and after the modification date.

There was no warrant activity other than on the modification date and there was no warrant activity in the three months ended March 31, 2024.

The following inputs were utilized to value the warrants for the Inducement Offer:

Before Modification

After Modification

Risk free interest rate

4.39 % - 5.22 %

Expected term (years)

0.7 - 5.5 years

4.0 - 5.5 years

0.7 - 5.5 years

4.0 - 5.5 years

Expected term

Expected volatility

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

A summary of the warrant activity during the nine months ended September 30, 2024 is presented below:

A summary of the warrant activity during the three months ended March 31, 2025 is presented below:

Outstanding January 1, 2025

Repriced - (Old)

( 10,386,269 )

Repriced - (New)

Outstanding September 30, 2024 (1)

Exercisable September 30, 2024 (1)

(1) - Warrants granted, outstanding and exercisable exclude 65,653 pre-funded warrants with an exercise price of $ 0.0001 .

(2) - Repriced warrants represent the reset of the exercise price of certain warrants to purchase 10,386,269 shares of common stock to a price of $ 0.69 per share.

The following table presents information related to warrants as of September 30, 2024:

Outstanding March 31, 2025

Exercisable March 31, 2025

The following table presents information related to warrants as of March 31, 2025:

Warrants Outstanding

Warants Exercisable (1)

Warrants Exercisable

Remaining Life

(1) - Warrants outstanding and exercisable exclude 65,653 Pre-Funded Warrants with an exercise price of $ 0.0001 .

(2) - These warrants become exercisable on March 26, 2025.

(3) - These warrants become exercisable on January 1, 2025.

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 September 30, 2024 and 2023, the Company recorded stock-based compensation expense of $ 452,998 ($ 179,776 of which was included within research and development expenses and $ 273,222 was included within selling, general and administrative expenses on the statements of operations) and $ 612,969 ($ 235,731 of which was included within research and development expenses and $ 377,238 of which was included within selling, general and administrative expenses on the statements of operations), respectively.

For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense of $ 1,540,286 ($ 618,516 of which was included within research and development expenses and $ 921,770 of which was included within selling, general and administrative expenses on the statements of operations) and $ 1,925,665 ($ 647,058 of which was included within research and development expenses and $ 1,278,607 of which was included within selling, general and administrative expenses on the statements of operations), respectively.

As a result of stockholder approval on January 21, 2025, these warrants became exercisable as of the approval date.

These warrants became exercisable on January 1, 2025.

Restricted Stock Units

On February 5, 2025, the Company granted 240,000 RSUs in the aggregate to consultants and employees.

The RSUs vest on the earliest of (i) one year from the date of issuance, (ii) a change in control of the Company, and (iii) with respect to employees, the date on which their employment with the Company is terminated, other than by such employee’s voluntary resignation.

The RSUs had a grant date fair value of $ 381,600 , which will be recognized over the vesting period.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Restricted Stock Units

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

A summary of the RSU activity during the three months ended March 31, 2025 is presented below:

RSUs non-vested January 1, 2025

RSUs non-vested September 30, 2024

Vested RSUs undelivered September 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 a director’s termination of service.

As of September 30, 2024, there was $ 169,739 of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 0.7 years.

Stock Options

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

Outstanding, January 1, 2024

Forfeited/Expired

Outstanding, September 30, 2024

Exercisable, September 30, 2024

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

Options Outstanding

Options Exercisable

Remaining Life

$ 0.01 - $ 0.99

$ 1.00 - $ 1.99

$ 2.00 - $ 2.99

$ 3.00 - $ 3.99

$ 4.00 - $ 4.99

$ 5.00 - $ 5.99

$ 6.00 - $ 6.99

RSUs non-vested March 31, 2025

Vested RSUs undelivered March 31, 2025

As of March 31, 2025, there was $ 399,753 of unrecognized stock-based compensation expense related to RSUs which will be recognized over a weighted average period of 0.2 years.

Note 10 - Segment Reporting

The Company has one operating and reporting segment (ophthalmic technology), namely, the development and commercialization of ophthalmic solutions.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

The chief operating decision maker (“CODM”), who is the Company’s chief executive officer, utilizes the Company’s financial information on an aggregate basis for purposes of making operating decisions, allocating resources and assessing financial performance, as well as for making strategic operations decisions and managing the organization.

The measure of segment assets is reported on the balance sheet as total assets.

EYENOVIA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

In applying the Black-Scholes option pricing model to stock options granted, the Company used the following approximate assumptions:

The Company’s significant expenses reviewed by the CODM for the three months ended March 31, 2025 and 2024 are as follows:

For the Three Months Ended

For the Nine Months Ended

September 30,

Expected term (years)

Risk free interest rate

Cost of revenue

Research and Development:

Salaries and benefits

Direct clinical and non-clinical expenses

Facilities expenses

Non-cash stock based compensation expenses

Supplies and materials

Other expenses (1)

Depreciation expense

Selling, General and Administrative:

Professional fees

Salaries and benefits

Non-cash stock based compensation

Insurance expense

Other expenses (2)

Director fees and expense

Investor relations

Facilities expense

Sales and marketing

Travel, lodging and meals

Reacquisition of license rights

Total Expense

Loss from Operations

( 3,030,693 )

( 10,266,824 )

Other (expense) income, net (3)

( 3,483,533 )

Expected volatility

Expected dividends

As of September 30, 2024, there was $ 2,042,227 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 September 30, 2024 was approximately $ 0.40 per share.

There were no options granted in the three months ended September 30, 2023.

The weighted average estimated grant date fair value of the stock options granted for the nine months ended September 30, 2024 and 2023 was approximately $ 0.79 and $ 1.70 per share, respectively.

Note 11 – Employee Benefit Plans

In April 2019, the Company adopted the Eyenovia 401(k) Plan (the “Plan”), which went into effect in May 2019.

All Company employees are able to participate in the Plan, subject to eligibility requirements as outlined in the Plan documents.

Under the terms of the Plan, eligible employees are able to defer a percentage of their pay every pay period up to annual limitations set by Congress and the Internal Revenue Service under Section 401(k) of the Internal Revenue Code.

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 September 30, 2024 and 2023, the Company recorded expense of $ 56,493 ( $ 41,186 which was included within research and development expenses and $ 15,307 was included within selling, general and administrative expenses on the statements of operations) and $ 46,636 ( $ 37,383 of which was included within research and development expenses and $ 9,253 of which was included within selling, general and administrative expenses on the statements of operations), respectively, associated with its matching contributions.

During the nine months ended September 30, 2024 and 2023, the Company recorded expense of $ 220,682 ( $ 136,598 of which was included within research and development expenses and $ 84,084 of which was included within selling, general and administrative expenses on the statements of operations) and $ 171,800 ( $ 115,559 of which was included within research and development expenses and $ 56,241 of which was included within selling, general and administrative expenses on the statements of operations) associated with its matching contributions, respectively.

( 10,922,101 )

Other research and development expenses include outsourced engineering and IT systems used for research and development.

Other selling, general, and administrative expenses include state licenses and corporate taxes, Nasdaq / SEC fees, and software services.

All other items include interest expense, net of interest income, gain on extinguishment of debt and other non operating expenses, net of non operating income.

Note 11 - Subsequent Events

Exercise of Pre-Funded Warrants

On October 1, 2024, the holder of the 65,653 pre-funded warrants issued in the September Offering, exercised the pre-funded warrants at a price of $ 0.0001 per share of common stock (see Note 10 - Stockholders’ Equity - Offerings).

At-The-Market Offering

Subsequent to March 31, 2025, the Company received approximately $ 60 thousand in gross proceeds from the sale of 52,262 shares of its common stock pursuant to its Sales Agreement with Chardan 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