EYEGATE PHARMACEUTICALS, INC. (NASDAQ:EYEG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03.
On April 13, 2018, EyeGate Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Certificate of Designation”) with the Delaware Secretary of State. Each share of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) is convertible into shares of the Company’s Common Shares at any time at the holder’s option. The holder, however, will be prohibited from converting shares of Preferred Stock into Common Shares if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the shares of the Company’s shares of common stock then issued and outstanding, which may be increased to 9.99% in certain circumstances. Shares of Series C Preferred Stock will generally have no voting rights, except as required by law and except that the consent of holders of a majority of the outstanding Series C Preferred Stock will be required to (i) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Certificate of Designation, (ii) amend any provision of the Company’s certificate of incorporation that would have a materially adverse effect on the rights of the holders of the Series C Preferred Stock, (iii) increase the number of authorized shares of Series C Preferred Stock, or (iv) enter into any agreement with respect to the foregoing. Shares of Series C Preferred Stock will not be entitled to receive any dividends, unless and until specifically declared by the Company’s board of directors, and will rank:
| · | on parity with the Company’s common stock on an as-converted basis; |
| · | on parity with the Company’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, none of which is outstanding; |
| · | senior to any class or series of the Company’s capital stock created thereafter specifically ranking by its terms junior to the Series C Preferred Stock; |
| · | on parity to any class or series of the Company’s capital stock created thereafter specifically ranking by its terms on parity with the Series C Preferred Stock; and |
| · | junior to any class or series of the Company’s capital stock created thereafter specifically ranking by its terms senior to the Series C Preferred Stock. |
A copy of the Certificate of Designation relating to the Series C Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Certificate of Designation is subject to, and qualified in its entirety by, such document, which is incorporated herein by reference.
Completion of Public Offering
On April 17, 2018, the Company completed its previously announced public offering of common stock, Series C Preferred Stock and warrants, with total gross proceeds of $11.25 million (the “Offering”), as disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2018. The net proceeds to the Company from the Offering, after deducting the placement agent fees and the Company’s estimated offering expenses, will be approximately $10.1 million.
On April 17, 2018, the Company issued a press release regarding the completion of the Offering.A copy of the press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.
Nasdaq Minimum Stockholders’ Equity Compliance
As previously disclosed, on November 20, 2017, the Company received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market, LLC (“Nasdaq”), notifying the Company that as of November 20, 2017, the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), as the Company did not maintain a minimum required stockholders’ equity of $2.5 million, or otherwise satisfy the alternative requirements under Nasdaq Listing Rules 5550(b)(2).
As of April 17, 2018, the Company believes that it has stockholders’ equity of greater than $2.5 million and has thereby regained compliance with Listing Rule 5550(b)(1) as a result of the receipt of net proceeds from the closing of the Offering. It is the Company’s understanding that Nasdaq will continue to monitor the Company’s ongoing compliance with Listing Rule 5550(b)(1) and, if at the time of the Company’s next periodic report, it does not evidence compliance, the Company’s common stock may be subject to delisting. The Company is awaiting receipt of the Staff’s confirmation that the Company has evidenced compliance with all requirements for continued listing on Nasdaq, and that, as a result, the compliance matter has been closed.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
EYEGATE PHARMACEUTICALS INC ExhibitEX-3.1 2 tv491244_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 EYEGATE PHARMACEUTICALS,…To view the full exhibit click here
About EYEGATE PHARMACEUTICALS, INC. (NASDAQ:EYEG)
Eyegate Pharmaceuticals, Inc. is a clinical-stage specialty pharmaceutical company. The Company is focused on developing and commercializing therapeutics and drug delivery systems for treating diseases of the eye. The Company’s lead product, EGP-437, incorporates a reformulated topically active corticosteroid, dexamethasone phosphate, which is delivered into the ocular tissues through its drug delivery system, the EyeGate II Delivery System. The Company is developing EGP-437 for the treatment of various inflammatory conditions of the eye, including uveitis, a debilitating form of intraocular inflammation of the anterior portion of the uvea, such as the iris and/or ciliary body, and macular edema, an abnormal thickening of the macula associated with the accumulation of excess fluids in the extracellular space of the neurosensory retina. The EyeGate II Delivery System is designed to deliver optimal quantities of drugs to the anterior or posterior segments of the eye.
