EYEGATE PHARMACEUTICALS, INC. (NASDAQ:EYEG) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

On June 9, 2017, EyeGate Pharmaceuticals, Inc. (the Company),
announced the pricing of a public offering of up to
5,336,667shares of its common stock, 1,995 shares of its Series B
Convertible Preferred Stock (the Preferred Stock) and warrants
exercisable for up to 6,666,667 shares of its common stock in a
best efforts registered public offering (the Offering) at a
combined purchase price of $1.50 per share of common stock (or
common stock equivalent) and warrant. The gross proceeds of the
offering are expected to be approximately $10.0 million. The
Offering is expected to close on June 14, 2017.

The Preferred Stock has a purchase price of $1,000 per share is
convertible at any time into an aggregate of 1,330,000 shares of
common stock at an initial conversion price of $1.50 per share,
subject to certain ownership limitations. The Preferred Stock is
only entitled to dividends in the event dividends are paid on the
Company’s shares of common stock and will not have any
preferences over the Company’s shares of common stock or any
voting rights, except for limited circumstances. The rights,
preferences and privileges of the Preferred Stock will be set
forth in a Certificate of Designation of Preferences, Rights and
Limitations of Preferred Stock (the Certificate of Designation),
which the Company will file with the Delaware Secretary of State
prior to the closing of the Offering. A holder of Preferred Stock
will be prohibited from converting shares Preferred Stock into
shares of common stock 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 common stock then issued and
outstanding, which may be increased to 9.99% in certain
circumstances.

The warrants will be immediately exercisable, will expire five
years from issuance and will have an exercise price of $1.50 per
share. The number of shares issuable upon exercise of the
warrants and the exercise price of the warrants are adjustable in
the event of stock splits, stock dividends, combinations of
shares and similar recapitalization transactions. A holder of
warrants will not have the right to exercise any portion of the
warrant if the holder would beneficially own in excess of 4.99%
of the shares of the Companys common stock outstanding
immediately after giving effect to such exercise. This percentage
may, however, be raised or lowered to an amount not to exceed
9.99% at the option of the holder upon at least 61 days prior
notice from the holder to the Company, and holders may elect to
receive warrants with a beneficial ownership limitation of 9.99%.

In connection with the Offering, the Company entered into a
Securities Purchase Agreement (Securities Purchase Agreement)
with certain of the investors in the Offering and also engaged
H.C. Wainwright Co., LLC (the Placement Agent) to act as
exclusive placement agent for the Offering. The Company agreed to
pay the Placement Agent a cash placement fee equal to 7.0% of the
gross proceeds from the Offering, a management fee equal to 0.5%
of the gross proceeds from the Offering, plus (i) a
non-accountable expense allowance of $25,000 and (ii)
reimbursement for legal fees and expenses of up to $75,000.

The net proceeds to the Company from the Offering, after
deducting the Placement Agents fees and expenses, the Companys
estimated offering expenses, and excluding the proceeds, if any,
from the exercise of the warrants issued in the Offering, are
expected to be approximately $8.8 million. The Company currently
intends to use the net proceeds from the Offering, together with
other available funds, to support its operations, including for
clinical trials, for working capital and for other general
corporate purposes, which will include the pursuit of its other
research and development efforts and could also include the
acquisition or in-license of other products, product candidates
or technologies, though no such acquisition or in-license is
current contemplated.

A registration statement, as amended, relating to these
securities (File No. 333-217418) was declared effective by the
Securities and Exchange Commission (SEC) on June 8, 2017 and a
related registration statement was filed to Rule462 promulgated
under the Securities Act of 1933 to register additional
securities. The Offering was made only by means of a prospectus
forming a part of the effective registration statement.

The descriptions of terms and conditions of each of the form of
Securities Purchase Agreement, the form of Certificate of
Designation relating to the Series B Convertible Preferred Stock
and form of Warrant set forth herein do not purport to be
complete and are qualified in their entirety by the full text of
the form of Securities Purchase Agreement, the form of
Certificate of Designation and form of Warrant, which are
attached hereto as Exhibit 10.1, Exhibit 3.1 and Exhibit 4.1,
respectively, and incorporated herein by reference.

The Securities Purchase Agreement contains representations and
warranties that the parties made to, and solely for the benefit
of, the other in the context of all of the terms and conditions
of that agreement and in the context of the specific relationship
between the parties. The provisions of the Securities Purchase
Agreement, including the representations and warranties contained
therein, are not for the benefit of any party other than the
parties to such agreement and is not intended as a document for
investors and the public to obtain factual information about the
current state of affairs of the parties to such agreement.
Rather, investors and the public should look to other disclosures
contained in the Companys filings with the Securities and
Exchange Commission.

On June 9, 2017, the Company issued a press release regarding the
transactions described above under Item 1.01 of this Current
Report on Form8-K.A copy of the press release is attached hereto
as Exhibit99.1 and is incorporated herein by reference.

(d) Exhibits.

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.