COMMON STOCK PURCHASE WARRANT EYENOVIA, INC.Common Stock Purchase Warrant • August 29th, 2023 • Eyenovia, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time beginning on March 1, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 1, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eyenovia, Inc., a Delaware corporation (the “Company”), up to 4,838,709 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EYENOVIA, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • December 14th, 2021 • Eyenovia, Inc. • Pharmaceutical preparations • New York
PREFUNDED COMMON STOCK PURCHASE WARRANT EYENOVIA, INC.Eyenovia, Inc. • March 7th, 2022 • Pharmaceutical preparations
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Closing Date (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eyenovia, Inc., a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2020 • Eyenovia, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2020, by and among Eyenovia, Inc., a Delaware corporation, with headquarters located at 295 Madison Avenue, Suite 2400, New York, New York 10017 (the “Company”), and the Investors (as hereinafter defined).
Eyenovia, Inc. 3,333,334 Shares Common Stock ($0.0001 par value) Underwriting AgreementEyenovia, Inc. • August 21st, 2020 • Pharmaceutical preparations • New York
Eyenovia, Inc., a corporation organized under the laws of Delaware (the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom William Blair & Company, L.L.C. is acting as representative (the “Representative”), 3,333,334 shares of common stock, $0.0001 par value per share (“Common Stock”) of the Issuer (said shares to be issued and sold by the Issuer being hereinafter called the “Underwritten Securities”). The Issuer also proposes to grant to the Underwriters an option to purchase up to 500,000 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). The offering and sale of the Securities contemplated by this Agreement is referred to herein as the “Offering.”
ContractWarrant to Purchase Stock • May 10th, 2021 • Eyenovia, Inc. • Pharmaceutical preparations • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
EYENOVIA, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 27, 2017Investors’ Rights Agreement • December 19th, 2017 • Eyenovia, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of September 27, 2017, and is between EYENOVIA, INC., a Delaware corporation (the “Company”), the holders of Series A Preferred Stock of the Company as listed on Schedule 1 hereto (the “Series A Investors”), the holders of Series A-2 Preferred Stock of the Company as listed on Schedule 2 hereto (the “Series A-2 Investors”) and the investors listed on Schedule 3 hereto (the “Series B Investors” and together with the Series A Investors and the Series A-2 the “Investors” and each an “Investor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2021 • Eyenovia, Inc. • Pharmaceutical preparations
Paycheck Protection Program Promissory Note and AgreementPromissory Note and Agreement • May 8th, 2020 • Eyenovia, Inc. • Pharmaceutical preparations • South Dakota
Important Notice: This Instrument Contains A Confession Of Judgment Provision Which Constitutes A Waiver Of Important Rights You May Have As A Debtor And Allows The Creditor To Obtain A Judgment Against You Without Any Further Notice. Venue Will Be In The City Of Richmond.
1,200,000 SHARES EYENOVIA, inc. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2018 • Eyenovia, Inc. • Pharmaceutical preparations • New York
Eyenovia, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule VI hereto (the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 1,200,000 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriters, upon the terms and conditions stated herein, up to 180,000 additional shares (the “Additional Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company (the Firm Shares and the Additional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Securities”). The offering, issuance and sale of the Securities to the Underwriters is herein referred to as the “Offering”.
LOAN AND SECURITY AGREEMENT Dated as of November 22, 2022 between EYENOVIA, INC., a Delaware corporation, as “Borrower”, and AVENUE CAPITAL MANAGEMENT II, L.P., a Delaware limited partnership, as administrative agent and collateral agent (in such...Loan and Security Agreement • March 31st, 2023 • Eyenovia, Inc. • Pharmaceutical preparations • California
Borrower, Lenders and Agent have entered or anticipate entering into one or more transactions pursuant to which each Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower, Lenders and Agent which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 19th, 2019 • Eyenovia, Inc. • Pharmaceutical preparations • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and effective this 15th day of February 2019 (the “Effective Date”), by and between Eyenovia, Inc., a Delaware corporation (the “Company”), and Luke Clauson, an individual resident of Nevada (“Executive”). The Company and Executive are herein referred to each as a “Party” and together as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2022 • Eyenovia, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2022, between Eyenovia, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
Eyenovia, Inc. 4,388,490 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • July 15th, 2019 • Eyenovia, Inc. • Pharmaceutical preparations • New York
Eyenovia, Inc., a corporation organized under the laws of Delaware (the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Oppenheimer & Co. Inc. is acting as representative (the “Representative”), 4,388,490 shares of common stock, $0.0001 par value per share (“Common Stock”) of the Issuer (said shares to be issued and sold by the Issuer being hereinafter called the “Underwritten Securities”). The Issuer also proposes to grant to the Underwriters an option to purchase up to 658,273 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). The offering and sale of the Securities contemplated by this Agreement is referred to herein as the “Offering.”
EYENOVIA, INC. AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 1st, 2023 • Eyenovia, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into between Eyenovia, Inc. (the “Company”) and ________________ (“Grantee”), effective as of [_____] (the “Date of Grant”). This Agreement sets forth the terms and conditions associated with the Company’s award to Grantee of Restricted Stock Units payable as described below in shares of Common Stock of the Company pursuant to the Company’s Amended and Restated 2018 Omnibus Stock Incentive Plan, as amended (the “Plan”) for the number of Units set forth below (collectively, the “Award”). Capitalized terms used herein which are not explicitly defined herein will have the meaning and definition ascribed to them under the Plan.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 9th, 2024 • Eyenovia, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2024, between Eyenovia, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2023 • Eyenovia, Inc. • Pharmaceutical preparations • Oregon
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of December 19, 2022, by and between Eyenovia, Inc., a Delaware company (the “Company”), and Bren Kern, an individual residing in the State of Oregon (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.”
EYENOVIA, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 14th, 2018 • Eyenovia, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made by and between Eyenovia, Inc. (the “Company”) and _____________________ (“Grantee”) effective as of the Date of Grant (as defined below). This Agreement sets forth the terms and conditions associated with the Company’s award to Grantee of shares of Common Stock pursuant to the Eyenovia, Inc. 2018 Omnibus Stock Incentive Plan (the “Plan”) for the number of Shares set forth below. Terms with initial capitalized letters not explicitly defined in this Agreement but defined in the Plan will have the same definition and meaning as in the Plan.
John Gandolfo Re:Addendum to Executive Employment Agreement Dear Mr. Gandolfo:Eyenovia, Inc. • March 30th, 2022 • Pharmaceutical preparations
The following Addendum represents a modification to the Executive Employment Agreement dated February 15, 2019 (the “Agreement”) between Eyenovia, Inc., a Delaware corporation (the “Company”), and John Gandolfo (the “Executive”) for the express purpose of modifying the terms contained in the Agreement between the parties with respect to the matters below. To the extent that there is an inconsistency between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum shall control. The Agreement is hereby modified, amended or superseded to the extent indicated:
ContractEyenovia, Inc. • August 14th, 2020 • Pharmaceutical preparations
CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K ITEM 601(b)(10)(iv) OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (i) IS NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO EYENOVIA, INC. IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACES WITH EMPTY BRACKETS INDICATED BY [ ].
Confidential Treatment Requested by Eyenovia, Inc. Pursuant to 17 C.F.R. Section 200.83 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY...Eyenovia, Inc. • November 12th, 2021 • Pharmaceutical preparations
Senju Pharmaceutical Co., Ltd., a corporation duly organized and existing under the laws of Japan, having a principal place of business at 3-1-9, Kawaramachi, Chuo-ku, Osaka 541-0048, Japan (“Senju”); and
Confidential Treatment Requested by Eyenovia, Inc. Pursuant to 17 C.F.R. Section 200.83 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY...Loan and Security Agreement • November 12th, 2021 • Eyenovia, Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 29th day of September, 2021, by and between SILICON VALLEY BANK (“Bank”) and EYENOVIA, INC., a Delaware corporation (“Borrower”) whose address is 295 Madison Avenue, Suite 2400, New York, New York 10017.
July 6th, 2017Eyenovia, Inc. • December 19th, 2017 • Pharmaceutical preparations
On behalf of Eyenovia, Inc. (the “Company”), I am pleased to extend our professional services agreement outlining Cura Partners engagement as an operating Board member, Head of Operations and BD.
LICENSE AGREEMENT by and between eyenovia, Inc. and Bausch Health IRELANd limitedLicense Agreement • October 13th, 2020 • Eyenovia, Inc. • Pharmaceutical preparations
THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of the 9th day of October, 2020 (the “Effective Date”), by and between Eyenovia, Inc., a Delaware corporation having an office at 295 Madison Ave., Suite 2400, New York, NY 10017 (“Eyenovia” or “Licensor”), and Bausch Health Ireland Limited, an Ireland corporation having an office at 3013 Citywest Business Campus, Dublin 34, Ireland (“Bausch Health” or “Licensee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2023 • Eyenovia, Inc. • Pharmaceutical preparations
This Subscription Agreement is entered into in connection with that certain Loan and Security Agreement by and among the Company, Avenue Capital Management II, L.P. (the “Agent”) and the Investors, dated as of even date herewith, as supplemented by the Supplement to the Loan and Security Agreement, by and among the Company, the Agent and the Investors (collectively, the “LSA”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 29th, 2023 • Eyenovia, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 24, 2023, between Eyenovia, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 25th, 2020 • Eyenovia, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 23, 2020, by and among Eyenovia, Inc., a Delaware corporation, with headquarters located at 295 Madison Avenue, Suite 2400, New York, New York 10017 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
EYENOVIA, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT September 27, 2017Sale Agreement • December 19th, 2017 • Eyenovia, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is dated as of September 27, 2017, and is between EYENOVIA, INC., a Delaware corporation (the “Company”), the holders of Series A Preferred Stock of the Company as listed on Schedule 1 hereto (the “Series A Investors”), the holders of Series A-2 Preferred Stock of the Company as listed on Schedule 2 hereto (the “Series A-2 Investors”), the investors listed on Schedule 3 hereto (the “Series B Investors” and together with the Series A Investors and the Series A-2 the “Investors” and each an “Investor”), and the holders of the Company’s common stock listed on Schedule 4, as updated from time to time (each a “Holder” and, collectively, the “Holders”).
LICENSE AGREEMENTLicense Agreement • November 13th, 2023 • Eyenovia, Inc. • Pharmaceutical preparations • Delaware
1. DEFINITIONS 6 2. GRANT OF LICENSE; SUBLICENSING 14 2.1 Grant 14 2.2 Sublicensee 14 2.3 Reservation of Rights 15 2.4 No Impairment 15 3. PAYMENTS 15 3.1 Upfront Payment 15 3.2 Milestone Payments 15 3.3 Reporting; Transfer Pricing and Invoicing 16 3.4 Payments; Payment Method 17 3.5 Interest on Late Payments 17 3.6 Taxes 17 3.7 Records 17 3.8 Audits 17 4. DEVELOPMENT AND REGULATORY OBLIGATIONS 18 4.1 Development 18 4.2 Regulatory 18 4.3 Pharmacovigilance and Post Marketing Surveillance 21 5. COMMERCIALIZATION 22 5.1 Commercialization in Territory 22 5.2 Licensee Diligence 22 5.3 Licensed Product Branding 22 5.4 Reporting by Licensee 23
Confidential Treatment Requested by Eyenovia, Inc. Pursuant to 17 C.F.R. Section 200.83 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY...License Agreement • November 12th, 2021 • Eyenovia, Inc. • Pharmaceutical preparations
This AMENDMENT 1 TO LICENSE AGREEMENT (the “Amendment”) is entered into on September ___, 2021 (the “Amendment Effective Date”) by and between EYENOVIA, INC., a Delaware corporation with a place of business at 295 Madison Ave., New York, NY 10017 (“Eyenovia”), and ARCTIC VISION (HONG KONG) LIMITED, a Hong Kong company with a registered office at 19th Floor, Three Exchange Square, 8 Connaught Place, Central, Hong Kong (“Arctic Vision”). Eyenovia and Arctic Vision may be referred to herein individually as a “Party” and collectively as the “Parties”.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2022 • Eyenovia, Inc. • Pharmaceutical preparations
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 6th day of May, 2022, by and between SILICON VALLEY BANK (“Bank”) and EYENOVIA, INC., a Delaware corporation (“Borrower”) whose address is 295 Madison Avenue, Suite 2400, New York, New York 10017.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 19th, 2017 • Eyenovia, Inc. • Pharmaceutical preparations • Delaware
THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is made as of March 18, 2015 (the “Effective Date”) by and between Senju Pharmaceutical Co., Ltd., a corporation organized and existing under the laws of Japan, having an office located at 5-8, Hiranomachi 2-chome, Chuo-ku, Osaka 541-0046, Japan (“Senju”) and Eyenovia, Inc., a corporation organized and existing under the laws of Delaware, having a principal place of business at Rivergate Tower 400 N. Ashley St. Suite 2150 Tampa, FL 33602 (“Eyenovia”) Eyenovia and Senju each individually referred to herein as a “Part” and collectively referred to as the “Parties”.
EYENOVIA, INC. AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 19th, 2017 • Eyenovia, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made as of September 27, 2017, by and among EYENOVIA, INC., a Delaware corporation (the “Company”), the holders of Series A Preferred Stock of the Company as listed on Schedule 1 hereto (the “Series A Investors”), the holders of Series A-2 Preferred Stock of the Company as listed on Schedule 2 hereto (the “Series A-2 Investors”), the investors listed on Schedule 3 hereto (the “Series B Investors” and together with the Series A Investors and the Series A-2 the “Investors” and each an “Investor”), and the holders of the Company’s common stock listed on Schedule 4, as updated from time to time (each a “Holder” and, collectively, the “Holders”). The Holders and the Investors are referred to herein collectively as the “Voting Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Company’s Second Amended and Restated Certificate of Incorporation, dated as of the dat
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 14th, 2019 • Eyenovia, Inc. • Pharmaceutical preparations • New York
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), is entered into effective as of _______________ (the “Date of Grant”), by and between EYENOVIA, INC., a Delaware corporation (the “Company”), and _______________ (the “Optionee”), pursuant to and in accordance with the Company’s 2014 Equity Incentive Plan, as amended (the “Plan”). Optionee acknowledges receipt of a copy of the Plan and hereby agrees to be bound by the terms and conditions of the Plan. In the event of any conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall control. Capitalized terms used but not defined herein shall have meanings given to them in the Plan.
EYENOVIA, INC. EXECUTIVE CHAIR AGREEMENTExecutive Chair Agreement • August 11th, 2022 • Eyenovia, Inc. • Pharmaceutical preparations • Delaware
THIS EXECUTIVE CHAIR AGREEMENT (the “Agreement”) is made and entered into as of August 1, 2022 (the “Effective Date”), by and between EYENOVIA, INC. (“Eyenovia” or “Company”), whose address is 295 Madison Ave, Suite 2400 – New York, NY 10017, and Dr. Sean Ianchulev (the “Advisor”), a resident of the state of New York. Eyenovia and the Advisor may be referred to herein individually as “Party” or collectively, as “Parties.”
