HYPERION DEFI, INC. 10-Q

Item 1. Financial Statements. EYENOVIA, INC. Condensed Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ 2025 2024 ​ (unaudited) ​ ​ ​ Assets ​ ​ ​ ​ ​ Current Assets ​ ​ Cash and cash equivalents ​ $ 3,934,966 ​ $ 2,121,463 License fee and expense reimbursements receivable ​ ​ 25,787 ​ ​ 24,827 Security deposits, current ​ ​ 14,968 ​ ​ 14,968 Prepaid expenses and other current assets ​ ​ 1,183,262 ​ ​ 605,941 Total Current Assets ​ 5,158,983 ​ 2,767,199 ​ ​ ​ ​ ​ Security deposits, non-current ​ ​ 182,200 ​ ​ 182,200 Operating lease right-of-use asset ​ 642,770 ​ 718,360 Total Assets ​ $ 5,983,953 ​ $ 3,667,759 ​ ​ ​ ​ Liabilities and Stockholders’ Deficiency ​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ Accounts payable ​ $ 1,199,961 ​ $ 2,199,768 Accrued compensation ​ 109,934 ​ 144,161 Accrued expenses and other current liabilities ​ 3,241,554 ​ 3,178,513 Operating lease liabilities - current portion ​ ​ 542,561 ​ ​ 575,163 Notes payable - current portion, net of debt discount of $ 56,954 and $ 527,870 as of March 31, 2025 and December 31, 2024, respectively ​ ​ 729,999 ​ ​ 5,212,532 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 ​ ​ 9,276,275 ​ ​ 4,736,070 Total Current Liabilities ​ ​ 15,100,284 ​ ​ 16,046,207 ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities - non-current portion ​ ​ 597,670 ​ ​ 717,504 Total Liabilities ​ ​ 15,697,954 ​ ​ 16,763,711 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 8) ​ ​ ​ ​ ​ Stockholders’ Deficiency: ​ ​ Preferred stock, $ 0.0001 par value, 6,000,000 shares authorized; 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; 2,830,546 and 1,506,369 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively ​ 283 ​ ​ 151 Additional paid-in capital ​ 189,079,241 ​ ​ 182,213,889 Accumulated deficit ​ ( 198,793,525 ) ​ ​ ( 195,309,992 ) Total Stockholders’ Deficiency ​ ​ ( 9,714,001 ) ​ ​ ( 13,095,952 ) Total Liabilities and Stockholders’ Deficiency ​ $ 5,983,953 ​ $ 3,667,759 ​ The accompanying notes are an integral part of these condensed financial statements. ​ 2 Table of Contents EYENOVIA, INC. Condensed Statements of Operations (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ 2025 2024 Operating Income ​ ​ ​ ​ ​ ​ Revenue ​ $ 14,720 ​ $ 4,993 Cost of revenue ​ ​ ( 48 ) ​ ​ ( 203,027 ) Gross Profit ​ ​ 14,672 ​ ​ ( 198,034 ) ​ ​ ​ ​ ​ ​ ​ Operating Expenses: ​ ​ ​ ​ Research and development ​ ​ 673,043 ​ ​ 4,431,601 General and administrative ​ 2,372,322 ​ 3,637,189 Reversion of license rights ​ ​ — ​ ​ 2,000,000 Total Operating Expenses ​ 3,045,365 ​ 10,068,790 Loss From Operations ​ ( 3,030,693 ) ​ ( 10,266,824 ) ​ ​ ​ ​ ​ Other Income (Expense): ​ ​ ​ ​ ​ Other (expense) income, net ​ ​ 3,687 ​ ​ ( 97,558 ) Gain on extinguishment of debt ​ ​ 89,623 ​ ​ — Interest expense ​ ​ ( 581,499 ) ​ ( 678,658 ) Interest income ​ 35,349 ​ 120,939 Total Other Expense ​ ( 452,840 ) ​ ( 655,277 ) ​ ​ ​ ​ ​ ​ ​ Net Loss ​ $ ( 3,483,533 ) ​ $ ( 10,922,101 ) ​ ​ ​ ​ ​ Net Loss Per Share - Basic and Diluted ​ $ ( 1.59 ) ​ $ ( 18.75 ) ​ ​ ​ Shares Outstanding - Basic and Diluted ​ 2,188,938 ​ 582,584 ​ The accompanying notes are an integral part of these condensed financial statements. ​ 3 Table of Contents EYENOVIA, INC. Condensed Statements of Changes in Stockholders’ (Deficiency) Equity (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended March 31, 2025 ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-In ​ Accumulated ​ Stockholders’ ​ Shares Amount Capital Deficit (Deficiency) Equity Balance - January 1, 2025 ​ 1,506,369 ​ $ 151 ​ $ 182,213,889 ​ $ ( 195,309,992 ) ​ $ ( 13,095,952 ) Issuance of common stock in At the Market offering [1] ​ 1,127,100 ​ ​ 113 ​ ​ 5,663,153 ​ ​ — ​ ​ 5,663,266 Stock-based compensation ​ — ​ ​ — ​ ​ 279,628 ​ ​ — ​ ​ 279,628 Induced exercise of stock warrants [2] ​ 197,118 ​ ​ 19 ​ ​ 922,731 ​ ​ — ​ ​ 922,750 Reverse stock split settlement of fractional shares ​ ( 41 ) ​ ​ — ​ ​ ( 160 ) ​ ​ — ​ ​ ( 160 ) Warrant modification and additional warrants - incremental value [3] ​ — ​ ​ — ​ ​ 1,194,102 ​ ​ — ​ ​ — Warrant modification and additional warrants - in issuance costs for inducement [4] ​ — ​ ​ — ​ ​ ( 1,194,102 ) ​ ​ — ​ ​ — Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 3,483,533 ) ​ ​ ( 3,483,533 ) Balance - March 31, 2025 ​ 2,830,546 ​ $ 283 ​ $ 189,079,241 ​ $ ( 198,793,525 ) ​ $ ( 9,714,001 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended March 31, 2024 ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-In ​ Accumulated ​ Stockholders’ ​ Shares Amount Capital Deficit Equity Balance - January 1, 2024 ​ 569,413 ​ $ 57 ​ $ 154,490,596 ​ $ ( 145,491,559 ) ​ ​ 8,999,094 Issuance of common stock in At the Market offering [5] ​ 22,917 ​ ​ 2 ​ ​ 3,194,545 ​ ​ — ​ ​ 3,194,547 Stock-based compensation ​ — ​ ​ — ​ ​ 546,232 ​ ​ — ​ ​ 546,232 Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 10,922,101 ) ​ ​ ( 10,922,101 ) Balance - March 31, 2024 ​ 592,330 ​ $ 59 ​ $ 158,231,373 ​ $ ( 156,413,660 ) ​ $ 1,817,772 [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] 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 . ​ The accompanying notes are an integral part of these condensed financial statements. ​ 4 Table of Contents EYENOVIA, INC. Condensed Statements of Cash Flows (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ 2025 2024 Cash Flows From Operating Activities ​ ​ Net loss ​ $ ( 3,483,533 ) ​ $ ( 10,922,101 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Stock-based compensation ​ ​ 279,628 ​ ​ 546,232 Depreciation of property and equipment ​ — ​ 247,728 Amortization of debt discount ​ ​ 277,972 ​ ​ 184,207 Write-off of property and equipment ​ ​ — ​ ​ 85,051 Write-down of inventories to net realizable value ​ ​ — ​ ​ 198,034 Provision for defective clinical supply settlement ​ ​ — ​ ​ 100,000 Amortization of operating lease ​ 75,591 ​ 127,904 Gain on extinguishment of debt ​ ​ ( 89,623 ) ​ ​ — Interest expense added to note principal ​ 198,829 ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ Prepaid expenses and other current assets ​ ​ ( 577,321 ) ​ ​ ( 154,486 ) License fee and expense reimbursements receivables ​ ​ ( 960 ) ​ ​ 35,788 Deferred clinical supply costs ​ ​ — ​ ​ 375,994 Inventories ​ ​ — ​ ​ ( 567,598 ) Accounts payable ​ ( 999,807 ) ​ 392,100 Accrued compensation ​ ( 34,227 ) ​ ( 830,327 ) Accrued expenses and other current liabilities ​ 63,041 ​ ​ 363,828 Lease liabilities ​ ​ ( 152,436 ) ​ ​ ( 74,101 ) Net Cash Used In Operating Activities ​ ( 4,442,846 ) ​ ​ ( 9,891,747 ) ​ ​ ​ ​ ​ ​ Cash Flows From Investing Activities ​ ​ ​ ​ ​ ​ Purchases of property and equipment ​ ​ — ​ ​ ( 114,105 ) Net Cash Used In Investing Activities ​ ​ — ​ ​ ( 114,105 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows From Financing Activities ​ ​ ​ ​ Proceeds from sale of common stock in At the Market offering ​ 5,851,007 ​ 3,293,347 Payment of issuance costs for At the Market offering ​ ​ ( 187,741 ) ​ ​ ( 98,800 ) Proceeds from induced exercise of stock warrants ​ 1,039,206 ​ — Payment of cash issuance costs for induced exercise of stock warrants ​ ​ ( 116,456 ) ​ ​ — Reverse stock split settlement of fractional shares ​ ​ ( 160 ) ​ ​ — Payment of issuance costs for debt modification ​ ​ ( 177,228 ) ​ ​ — Repayments of notes payable ​ ​ ( 152,279 ) ​ ​ ( 61,646 ) Net Cash Provided By Financing Activities ​ 6,256,349 ​ 3,132,901 Net Increase (Decrease) in Cash and Cash Equivalents ​ 1,813,503 ​ ( 6,872,951 ) Cash and Cash Equivalents - Beginning of Period ​ ​ 2,121,463 ​ 14,849,057 Cash and Cash Equivalents - End of Period ​ $ 3,934,966 ​ $ 7,976,106 ​ The accompanying notes are an integral part of these condensed financial statements. 5 Table of Contents EYENOVIA, INC. Condensed Statements of Cash Flows, continued (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ 2025 2024 Supplemental Disclosure of Cash Flow Information: ​ ​ ​ ​ Cash paid during the period for: ​ ​ ​ ​ ​ ​ Interest ​ $ — ​ $ 494,451 ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure of Non-Cash Investing and Financing Activities ​ ​ ​ ​ ​ ​ Purchase of insurance policy financed by note payable ​ $ — ​ $ 505,050 Accrual for intangible asset milestone obligation ​ $ — ​ $ 4,000,000 Reclassification of deferred clinical supply costs to inventories ​ $ — ​ $ 3,034,498 Modification date carrying value of extinguished Avenue Loan ​ $ 10,262,280 ​ $ — Modification date fair value of modified Avenue Loan ​ $ 10,172,657 ​ $ — Warrant modification and additional warrants - incremental value ​ $ 1,194,102 ​ $ — ​ The accompanying notes are an integral part of these condensed financial statements. ​ ​ 6 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 1 – Business Organization, Nature of Operations and Basis of Presentation Eyenovia, Inc., (“Eyenovia” or the “Company”) is 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. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed financial statements of the Company as of 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”). 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. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that these financial statements are issued. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to 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. ​ 7 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 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. Diluted loss per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following table presents the computation of basic and diluted net loss per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ March 31, ​ 2025 2024 Numerator: ​ ​ ​ ​ ​ ​ Net loss attributable to common stockholders ​ $ ( 3,483,533 ) ​ $ ( 10,922,101 ) ​ ​ ​ ​ ​ ​ ​ Denominator (weighted average quantities): ​ ​ ​ ​ Common shares issued ​ 2,185,923 ​ 580,888 Add: Undelivered vested restricted stock units ​ 3,015 ​ 1,696 Denominator for basic and diluted net loss per share ​ 2,188,938 ​ 582,584 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common share ​ $ ( 1.59 ) ​ $ ( 18.75 ) ​ The following securities are excluded from the calculation of weighted average diluted shares of common stock because their inclusion would have been anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2025 2024 Warrants 1,357,530 136,581 Options 56,386 75,285 Convertible notes [1] ​ 29,096 ​ 29,096 Restricted stock units 244,608 1,325 Total potentially dilutive shares 1,687,620 242,287 ​ [1] 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. ​ 8 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 5 – Prepaid Expenses and Other Current Assets As of March 31, 2025 and December 31, 2024, prepaid expenses and other current assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ 2025 2024 Prepaid insurance expenses ​ $ 733,852 ​ $ 148,117 Payroll tax receivable ​ ​ 252,989 ​ ​ 288,705 Prepaid general and administrative expenses ​ ​ 135,259 ​ ​ 61,610 Prepaid rent and security deposit ​ ​ 33,750 ​ ​ 18,750 Prepaid patent expenses ​ 19,797 ​ 49,967 Prepaid research and development expenses ​ ​ 7,114 ​ ​ 26,996 Other ​ ​ 501 ​ ​ 11,796 Total prepaid expenses and other current assets ​ $ 1,183,262 ​ $ 605,941 ​ ​ Note 6 – Accrued Expenses and Other Current Liabilities As of March 31, 2025 and December 31, 2024, accrued expenses and other current liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ 2025 2024 Accrued intangible asset milestone obligation ​ $ 2,000,000 ​ $ 2,000,000 Accrued licensee reimbursement ​ ​ 295,711 ​ ​ 295,711 Accrued rework of clinical supply returns ​ ​ 250,000 ​ ​ 250,000 Other ​ ​ 164,794 ​ ​ 37,912 Accrued equipment costs ​ ​ 162,066 ​ ​ 162,066 Accrued loan interest ​ 104,697 ​ 102,902 Accrued fixed asset disposal costs ​ ​ 99,617 ​ ​ 125,000 Accrued professional services ​ ​ 91,750 ​ ​ 111,750 Accrued franchise tax ​ ​ 50,000 ​ ​ — Credit card payable ​ ​ 20,416 ​ ​ 7,763 Accrued research and development expenses ​ ​ 2,503 ​ ​ 85,409 Total accrued expenses and other current liabilities ​ $ 3,241,554 ​ $ 3,178,513 ​ ​ Note 7 – Notes Payable and Convertible Notes Payable 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 ​ Notes Payable Debt Discount Net Notes Payable Debt Discount Net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Avenue - Note payable ​ $ 786,953 ​ $ ( 56,954 ) ​ $ 729,999 ​ $ 5,740,402 ​ $ ( 527,870 ) ​ $ 5,212,532 Avenue - Convertible note payable ​ 10,000,000 ​ ( 723,725 ) ​ 9,276,275 ​ 5,000,000 ​ ( 263,930 ) ​ 4,736,070 Total current notes payable ​ $ 10,786,953 ​ $ ( 780,679 ) ​ $ 10,006,274 ​ $ 10,740,402 ​ $ ( 791,800 ) ​ $ 9,948,602 ​ 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. 9 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 Litigations, Claims and Assessments The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. Note 9 – Stockholders’ Equity 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. 10 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 ​ March 31, ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Research and development ​ $ 64,677 ​ $ 206,586 Selling, general and administrative ​ ​ 214,951 ​ ​ 339,646 ​ ​ $ 279,628 ​ $ 546,232 ​ Warrants 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 4.42 % ​ 4.42 % Expected term 4.96 years ​ 5.51 years Expected volatility 110 % ​ 107 % Expected dividends n/a ​ n/a ​ 11 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) A summary of the warrant activity during the three months ended March 31, 2025 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ Average ​ Remaining ​ ​ Number of ​ Exercise ​ Life ​ Warrants Price In Years Outstanding January 1, 2025 1,166,017 ​ $ 22.33 Granted 394,236 ​ 5.27 Repriced - (Old) ( 197,118 ) ​ 55.20 Repriced - (New) 197,118 ​ 5.27 Expired ​ ( 5,605 ) ​ ​ 207.39 ​ ​ Exercised ( 197,118 ) ​ 5.27 Outstanding March 31, 2025 1,357,530 ​ $ 11.84 5.3 ​ ​ ​ ​ ​ ​ ​ ​ Exercisable March 31, 2025 963,294 ​ $ 14.53 4.9 ​ The following table presents information related to warrants as of March 31, 2025: ​ ​ ​ ​ ​ ​ ​ Warrants Outstanding Warrants Exercisable ​ ​ Weighted ​ ​ ​ ​ ​ ​ Outstanding ​ Average ​ Exercisable Exercise ​ Number of ​ Remaining Life ​ Number of Price Warrants In Years Warrants $ 5.2720 394,236 ​ — — $ 7.7520 502,126 (1) 4.9 502,126 $ 8.6080 302,045 (1) 4.9 302,045 $ 40.0000 108,696 (1) 4.9 108,696 $ 55.2000 ​ 49,278 (2) 4.8 ​ 49,278 $ 380.8000 1,149 6.0 1,149 ​ 1,357,530 4.9 963,294 (1) As a result of stockholder approval on January 21, 2025, these warrants became exercisable as of the approval date. (2) 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. 12 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) A summary of the RSU activity during the three months ended March 31, 2025 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Exercise ​ RSUs Price RSUs non-vested January 1, 2025 4,608 ​ $ 52.00 Granted 240,000 ​ 1.59 Vested — ​ — Forfeited — ​ — RSUs non-vested March 31, 2025 244,608 ​ $ 2.54 ​ ​ ​ ​ ​ ​ Vested RSUs undelivered March 31, 2025 3,015 ​ $ 173.90 ​ 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. 13 Table of Contents EYENOVIA, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 ​ March 31, ​ ​ 2025 ​ 2024 Revenue: ​ ​ Revenue ​ $ 14,720 ​ $ 4,993 Less: ​ ​ Cost of revenue ​ ( 48 ) ​ ( 4,993 ) Gross Profit ​ 14,672 ​ — Less: ​ ​ Research and Development: ​ ​ Salaries and benefits ​ 420,000 ​ 1,995,248 Direct clinical and non-clinical expenses ​ 72,657 ​ 508,954 Facilities expenses ​ 70,837 ​ 213,588 Non-cash stock based compensation expenses ​ 64,677 ​ 206,586 Supplies and materials ​ 25,130 ​ 1,060,187 Other expenses (1) ​ 19,742 ​ 115,578 Depreciation expense ​ — ​ 331,460 Selling, General and Administrative: ​ ​ Professional fees ​ 1,009,386 ​ 892,042 Salaries and benefits ​ 491,980 ​ 1,486,168 Non-cash stock based compensation ​ 214,951 ​ 339,646 Insurance expense ​ 214,457 ​ 219,134 Other expenses (2) ​ 138,207 ​ 237,194 Director fees and expense ​ 97,500 ​ 111,875 Investor relations ​ 93,687 ​ 112,641 Facilities expense ​ 83,156 ​ 126,647 Sales and marketing ​ 22,021 ​ 186,228 Travel, lodging and meals ​ 6,977 ​ 123,648 Reacquisition of license rights ​ — ​ 2,000,000 Total Expense ​ 3,045,365 ​ 10,266,824 ​ ​ ​ ​ ​ ​ ​ Loss from Operations ​ ( 3,030,693 ) ​ ( 10,266,824 ) ​ ​ ​ ​ ​ ​ ​ Other (expense) income, net (3) ​ ( 452,840 ) ​ ( 655,277 ) ​ ​ ​ ​ ​ ​ ​ Net Loss ​ $ ( 3,483,533 ) ​ $ ( 10,922,101 ) (1) Other research and development expenses include outsourced engineering and IT systems used for research and development. (2) Other selling, general, and administrative expenses include state licenses and corporate taxes, Nasdaq / SEC fees, and software services. (3) 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 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. ​ ​ 14 Table of Contents