EYEGATE PHARMACEUTICALS, INC. (NASDAQ:EYEG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2019, EyeGate Pharmaceuticals, Inc. (“EyeGate” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors providing for the issuance of 500,000 shares of the Company’s common stock (the “Shares”) at a purchase price of $10.00 per share, with expected total gross proceeds of $5.0 million. The closing of the offering is expected to occur on or about January 3, 2020, subject to satisfaction of customary closing conditions as set forth in the Purchase Agreement.
H.C. Wainwright & Co., LLC (the “Placement Agent”) is acting as the exclusive placement agent in connection with the offering.
The net proceeds to the Company from the transactions, after deducting the placement agent’s fees and expenses (not including the Placement Agent Warrants, as defined below) and the Company’s estimated offering expenses, are expected to be approximately $4.5 million. The Company intends to use the net proceeds from the transactions to obtain additional capital to support its operations, including for clinical trials, for working capital and for other general corporate purposes, which will include the pursuit of the Company’s 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. The Company has not yet determined the amount of net proceeds to be used specifically for any of the foregoing purposes.
The Shares are being offered and sold by the Company to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2019 and subsequently declared effective on May 13, 2019 (File No. 333-231204) (the “Registration Statement”), and the base prospectus dated as of May 13, 2019 contained therein. The Company will file a prospectus supplement with the SEC in connection with the sale of the Shares.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The Company has agreed to pay the Placement Agent an aggregate fee equal to 7% of the aggregate gross proceeds received by the Company from the sale of the securities in the transactions plus a management fee equal to 1% of the aggregate gross proceeds received by the Company from the sale of the securities in the transactions. In addition, the Company also agreed to issue to the Placement Agent or its designees warrants to purchase up to 5% of the aggregate number of shares sold in the transactions (the “Placement Agent Warrants”), or warrants to purchase up to 25,000 shares of common stock. The Placement Agent Warrants will have an exercise price of $12.50 per share of common stock, which represents 125% of the offering price, and will be exercisable for five years from the effective date of the offering. The Placement Agent Warrants and the shares issuable upon exercise of the Placement Agent Warrants will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws. The Placement Agent also has a twelve-month right of first offer period, indemnification and other customary provisions for transactions of this nature. The Company will also pay the Placement Agent non-accountable expenses of $75,000, and clearing fees of $10,000.
The forms of the Purchase Agreement and Placement Agent Warrant, as well as the Engagement Letter, are filed as Exhibits 10.1, 4.1 and 10.2, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
The information contained above in Item 1.01 related to the Placement Agent Warrants is hereby incorporated by reference into this Item 3.02.
On December 31, 2019, the Company issued a press release regarding the transactions described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits.
The Company hereby files the following exhibits:
| 4.1 | Form of Placement Agent Warrant |
| 5.1 | Legal Opinion of Burns & Levinson LLP |
| 10.1 | Form of Securities Purchase Agreement |
| 10.2 | Engagement Letter between EyeGate Pharmaceuticals, Inc. and H.C. Wainwright & Co., LLC, dated as of December 30, 2019 |
| 99.1 | Press Release issued by EyeGate Pharmaceuticals, Inc. on December 31, 2019 |
EYEGATE PHARMACEUTICALS INC Exhibit
EX-4.1 2 tm1928403d1_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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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.
