EYEGATE PHARMACEUTICALS, INC. (NASDAQ:EYEG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03.Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On June 13, 2017, EyeGate Pharmaceuticals, Inc. (the Company)
filed a Certificate of Designation of Preferences, Rights and
Limitations of Series B Convertible Preferred Stock (the
Certificate of Designation) with the Delaware Secretary of State.
Each share of Series B Convertible Preferred Stock (the Series B
Preferred Stock) is convertible into shares of the Companys
Common Shares at any time at the holders option. The holder,
however, will be prohibited from converting shares 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 Companys shares of common stock then issued
and outstanding, which may be increased to 9.99% in certain
circumstances. Shares of Series B 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 B
Preferred Stock will be required to (i) alter or change adversely
the powers, preferences or rights given to the Series B Preferred
Stock or alter or amend the Certificate of Designation, (ii)
amend any provision of the Companys certificate of incorporation
that would have a materially adverse effect on the rights of the
holders of the Series B Preferred Stock, (iii) increase the
number of authorized shares of Series B Preferred Stock, or (iv)
enter into any agreement with respect to the foregoing. Shares of
Series B Preferred Stock will not be entitled to receive any
dividends, unless and until specifically declared by the Companys
board of directors, and will rank:
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on parity with the Companys common stock on an as-converted basis; |
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onparity with the Companys Series A Convertible Preferred Stock, none of which is outstanding; |
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senior to any class or series of the Companys capital stock created thereafter specifically ranking by its terms junior to the Series B Preferred Stock; |
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on parity to any class or series of the Companys capital stock created thereafter specifically ranking by its terms on parity with the Series B Preferred Stock; and |
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junior to any class or series of the Companys capital stock created thereafter specifically ranking by its terms senior to the Series B Preferred Stock. |
A copy of the Certificate of Designation relating to the Series B
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.
Item 8.01.Other Events.
Completion of Public Offering
On June 14, 2017, the Company completed its previously announced
public offering of common stock, Series B Preferred Stock and
warrants, with total gross proceeds of $10.0 million (the
Offering), as disclosed in the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on June 9,
2017. The net proceeds to the Company from the Offering, after
deducting the placement agent fees and the Companys estimated
offering expenses, will be approximately $8.8 million.
On June 14, 2017, 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 Compliance
As previously disclosed, on April 12, 2017, the Company received
a letter from the Listing Qualifications Department of The Nasdaq
Stock Market, LLC (NASDAQ), notifying the Company that as of
April 5, 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 NASDAQ
Listing Rule 5550(b)(2), as the market value of the Companys
listed securities (MVLS) was below the minimum $35 million for
the previous 30 consecutive business days.
As of June 14, 2017, the Company believes that it has regained
compliance with Listing Rule 5550(b)(1) as a result of the
receipt of net proceeds from the closing of the Offering. NASDAQ
will continue to monitor the Companys ongoing compliance with
Listing Rule 5550(b)(1) and, if at the time of the Companys next
periodic report, it does not evidence compliance, the Companys
common stock may be subject to delisting.
Item 9.01.Financial Statements and
Exhibits.
(d) Exhibits.
| Exhibit Number | Title | |
| 3.1 |
Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock |
|
| 99.1 |
Press Release issued by EyeGate Pharmaceuticals, Inc. on June 14, 2017 |
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.