Eyenovia, Inc. Sample Contracts
SERIES A COMMON STOCK PURCHASE WARRANT EYENOVIA, INC.Security Agreement • January 16th, 2025 • Eyenovia, Inc. • Pharmaceutical preparations • New York
THIS SERIES A COMMON STOCK PURCHASE WARRANT (this “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 or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Stockholder Approval Date (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 Common Stock. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT EYENOVIA, INC.Common Stock Purchase Warrant • November 26th, 2024 • Eyenovia, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (this “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 May [●], 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May [●], 2030 (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 Common Stock. The purchase price of one Warrant Share 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) AMENDED AND RESTATED SALES AGREEMENTSales Agreement • December 30th, 2024 • Eyenovia, Inc. • Pharmaceutical preparations • New York
Eyenovia, Inc., a Delaware corporation (the “Company”), together with Leerink Partners LLC (“Leerink Partners”) are parties to that certain Sales Agreement dated December 14, 2021 (the “Prior Agreement”). The Company desires to amend the Prior Agreement as set forth in this Amended and Restated Sales Agreement (this “Agreement”) to terminate the participation of Leerink Partners as agent and any rights and obligations of Leerink Partners thereunder, appoint Chardan Capital Markets, LLC (the “Agent”) as agent hereunder and confirm its agreement with the Agent as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT EYENOVIA, INC.Pre-Funded Common Stock Purchase Warrant • November 26th, 2024 • Eyenovia, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 date hereof (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 Common Stock. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
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).
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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2024 • Eyenovia, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 21, 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”).
PREFUNDED COMMON STOCK PURCHASE WARRANT EYENOVIA, INC.Prefunded Common Stock Purchase Warrant • March 9th, 2022 • Eyenovia, Inc. • 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2024 • Eyenovia, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 5, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2024 • Eyenovia, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 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”).
Eyenovia, Inc. 3,333,334 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • August 21st, 2020 • 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 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 Agreement • 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
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”).
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”.
Paycheck Protection Program Promissory Note and AgreementPaycheck Protection Program Promissory Note • 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.
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”.
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 • 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”).
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.”
AMENDMENT No. 1 TO COMMON Stock PURCHASE WARRANTCommon Stock Purchase Warrant Amendment • April 15th, 2025 • Eyenovia, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO COMMON stock PURCHASE WARRANT (this “Amendment”) is entered into as of December [ ], 2024, by and between Eyenovia, Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd. (the “Holder”).
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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2025 • Eyenovia, Inc. • Pharmaceutical preparations • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement') is entered into effective as of June 17, 2025, by and between Eyenovia, Inc., a Delaware company (the "Company"), and Michael M. Rowe, an individual residing in the State of California ("Executive"). The Company and Executive are hereinafter collectively referred to as the "Parties," and individually a "Party."
SECOND AMENDMENT TO SUPPLEMENT TO LOAN AND SECURITY AGREEMENTSecond Amendment to Supplement to Loan and Security Agreement • February 24th, 2025 • Eyenovia, Inc. • Pharmaceutical preparations
This Second Amendment to Supplement to Loan and Security Agreement (this “Amendment”) is entered into as of February 21, 2025, by and among AVENUE CAPITAL MANAGEMENT II, L.P., a Delaware limited partnership (as administrative and collateral agent (in such capacity, “Agent”)), AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“Avenue”), AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Avenue 2”; and, collectively with Avenue, “Lenders” and each, individually, a “Lender”), and EYENOVIA, INC., a Delaware corporation (“Borrower”).
John Gandolfo Re:Addendum to Executive Employment Agreement Dear Mr. Gandolfo:Executive Employment Agreement • March 30th, 2022 • Eyenovia, Inc. • 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:
ContractLicense Amendment • August 14th, 2020 • Eyenovia, Inc. • 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...License Amendment • November 12th, 2021 • Eyenovia, Inc. • 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, 2017Professional Services • December 19th, 2017 • Eyenovia, Inc. • 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”).
HYPERION DEFI, INC. INDUCEMENT RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 12th, 2025 • Hyperion Defi, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into between Hyperion DeFi, Inc. (the “Company”) and David Knox (“Grantee”), effective as of September 29, 2025 (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 for the number of Units set forth below (the “Award”).
FOURTH AMENDMENT TO SUPPLEMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 24th, 2025 • Eyenovia, Inc. • Pharmaceutical preparations
This Fourth Amendment to Supplement to Loan and Security Agreement (this “Amendment”) is entered into as of June 17, 2025, by and among AVENUE CAPITAL MANAGEMENT II, L.P., a Delaware limited partnership (as administrative and collateral agent (in such capacity, “Agent”)), AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“Avenue”), AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Avenue 2”; and, collectively with Avenue, “Lenders” and each, individually, a “Lender”), and EYENOVIA, INC., a Delaware corporation (“Borrower”).
EYENOVIA, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT September 27, 2017Right of First Refusal and Co-Sale 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”).