EYENOVIA, INC._December 31, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

Amendment No. 1


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER: 001-38365

EYENOVIA, INC.

(Exact name of Registrant as Specified in Its Charter)


delaware		47-1178401
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

23461 South Pointe Drive, Suite 390 Laguna Hills, CA		92653
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 393-6684

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 Par Value		EYEN		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any news or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Auditor PCAOB ID
Number: 688

Auditor Name: Marcum
LLP

Auditor Location: New
York, NY

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 30, 2024 (based on the closing price of $47.52 on June 30, 2024, the last trading day of the registrant’s most recently completed second fiscal quarter, as adjusted for the 1-for-80 reverse stock split of the registrant’s common stock effected on January 31, 2025), was approximately $32.5 million. Common stock held by each officer and director and by each person known to the registrant who owned 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of the registrant’s common stock was 2,830,546 as of April 23, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

None


Part III	2

Item 10. Directors, Executive Officers and Corporate Governance.	2

Item 11. Executive Compensation.	6

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	14

Item 13. Certain Relationships and Related Transactions, and Director Independence.	15

Item 14. Principal Accountant Fees and Services.	17

Part IV	18

Item 15. Exhibits.	18


Name of Director	Age	Positions with Eyenovia	Director Since
Charles E. Mather IV	65	Chairman of the Board	March 2018
Tsontcho Ianchulev, M.D., M.P.H.	51	Director	March 2014
Michael Geltzeiler	66	Director	November 2023
Rachel Jacobson	51	Director	February 2022
Ram Palanki, Pharm.D.	49	Director	July 2022
Michael Rowe	63	Chief Executive Officer, Principal Financial Officer, President and Director	August 2022
Ellen Strahlman, M.D.	67	Director	July 2022


Name	Age	Position
Michael Rowe	63	Chief Executive Officer, and Principal Financial Officer, President and Director
Bren Kern	44	Chief Operating Officer


Name and					Stock	Option		All other
Principal		Salary		Bonus	awards	awards		compensation		Total
Position	Year	($)		($)	($)⁽¹⁾	($)⁽¹⁾		($)		($)
Michael Rowe	2024	632,500	⁽²⁾	—	—	101,230	⁽⁴⁾	74,026	⁽³⁾	807,756
Chief Executive Officer	2023	575,000	⁽²⁾	189,750	—	—		10,718	⁽⁵⁾	775,468
Bren Kern	2024	396,750	⁽¹²⁾	—	—	67,487	⁽¹⁵⁾	43,127	⁽¹⁶⁾	507,364
Chief Operating Officer	2023	345,000	⁽¹²⁾	56,925	—	151,423	⁽¹³⁾	13,660	⁽¹⁴⁾	567,008
John P. Gandolfo⁽²¹⁾	2024	409,938	⁽⁶⁾	—	—	80,984	⁽⁷⁾	29,597	⁽⁸⁾	520,518
Former, Chief Financial Officer	2023	452,500	⁽⁶⁾	111,994	—	107,279	⁽⁹⁾	13,660	⁽¹⁰⁾	685,433
Andrew Jones⁽¹⁷⁾	2024	100,128	⁽¹⁸⁾	—	—	83,232	⁽¹⁹⁾	28,565	⁽²⁰⁾	211,925
Former, Chief Financial Officer


	Number of		Number of
	securities		securities
	underlying		underlying		Option
	unexercised		unexercised		exercise	Option
	options(#)		options (#)		price	expiration
Name	exercisable		unexercisable		($)	date
Michael Rowe	750	⁽¹⁾	—		504.00	7/2/2028
Chief Executive Officer	248	⁽²⁾	—		496.00	7/24/2028
	534	⁽³⁾	—		248.80	8/16/2029
	1,644	⁽⁴⁾	—		217.60	6/3/2030
	1,603	⁽⁵⁾	—		480.80	1/29/2031
	272		17	⁽⁶⁾	248.00	2/14/2032
	4,276		1,223	⁽⁷⁾	132.80	8/1/2032
	—		936	⁽¹¹⁾	152.80	2/12/2034
Bren Kern,	486		139	⁽⁷⁾	132.80	8/1/2032
Chief Operating Officer	956		543	⁽¹⁰⁾	137.20	1/3/2033
	—		624	⁽¹¹⁾	152.80	2/12/2034
John Gandolfo,	890	⁽⁸⁾	—		697.60	4/16/2028
Former, Chief Financial Officer	310	⁽²⁾	—		496.00	2/15/2025
	667	⁽³⁾	—		248.80	2/15/2025
	1,434	⁽⁴⁾	—		217.60	2/15/2025
	1,603	⁽⁵⁾	—		480.80	2/15/2025
	265	⁽⁶⁾	—		248.00	2/15/2025
	497	⁽⁹⁾	—		172.80	2/15/2025


	Fees
	earned or		Stock			Option
	paid in		awards			awards			All other
Name	cash ($)		($)⁽¹⁾			($)⁽¹⁾			compensation ($)		Total ($)
Charles E. Mather IV⁽³⁾	$	85,000	$	40,000	⁽⁴⁾	$	40,000	⁽⁵⁾	—		$	165,000
Tsontcho Ianchulev, M.D., M.P.H⁽²⁾	$	88,750	$	40,000	⁽⁴⁾	$	40,000	⁽⁵⁾	60,000	⁽⁶⁾	$	228,750
Michael Geltzeiler	$	60,000	$	40,000	⁽⁴⁾	$	40,000	⁽⁵⁾	—		$	140,000
Rachel Jacobson	$	53,750	$	40,000	⁽⁴⁾	$	40,000	⁽⁵⁾	—		$	133,750
Ram Palanki, Pharm.D	$	56,250	$	40,000	⁽⁴⁾	$	40,000	⁽⁵⁾	—		$	136,250
Ellen Strahlman, M.D.	$	65,000	$	40,000	⁽⁴⁾	$	40,000	⁽⁵⁾	—		$	145,000


		Aggregate
	Aggregate	number of
	number of	option awards
Name	outstanding RSUs	outstanding
Charles E. Mather IV	1,588	2,165
Tsontcho Ianchulev, M.D., M.P.H	1,249	14,253
Michael Geltzeiler	1,015	1,422
Rachel Jacobson	1,301	1,814
Ram Palanki, Pharm.D	1,235	1,723
Ellen Strahlman, M.D.	1,235	1,723


		Weighted-
		average		Number of securities
	Number of securities	exercise price		remaining available for
	to be issued upon	of outstanding		future issuance under
	exercise of	options,		equity compensation plans
	outstanding options,	warrants and		(excluding securities
	warrants, and rights	rights		reflected in column (a))
Plan Category	(a)	(b)		(c)
Equity compensation plans approved by security holders
2014 Equity Incentive Plan, as amended	8,889	$	280.41	0
Amended and Restated 2018 Omnibus Stock Incentive Plan	66,886	$	209.50	14,227
Equity compensation plans not approved by security holders	—		—	—
Total	75,775	$	217.82	14,227


	Shares
	Beneficially
Name of Beneficial Owner	Owned Number	Percentage
Directors and Named Executive Officers
Michael Rowe⁽¹⁾	11,693	*	%
Bren Kern⁽²⁾	1,951	*
Tsontcho Ianchulev⁽³⁾	27,805	1.0
Rachel Jacobson⁽⁴⁾	3,115	*
Charles E. Mather IV⁽⁵⁾	4,115	*
Ram Palanki⁽⁶⁾	2,958	*
Ellen Strahlman⁽⁷⁾	3,429	*
Michael Geltzeiler⁽⁸⁾	2,437	*
All directors and executive officers as a group (8 persons)	57,503	2.0	%


	2024		2023
Audit Fees	$	241,191	$	241,610
Audit-Related Fees	$	250,815	$	155,970
Tax Fees		—		—
All Other Fees		—		—


		Incorporated by Reference from Filings as Noted Below (Unless Otherwise Indicated)
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1	Third Amended and Restated Certificate of Incorporation	8-K	001-38365	3.1	January 29, 2018

3.1.1	Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation	8-K	001-38365	3.1.1	June 14, 2018

3.1.2	Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation	8-K	001-38365	3.1	June 14, 2024

3.1.3	Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation	8-K	001-38365	3.1	January 31, 2025

3.2	Second Amended and Restated Bylaws	8-K	001-38365	3.1	February 7, 2022

4.1	Description of Securities	10-K	001-38365	4.1	April 15, 2025

4.2	Form of Class B Warrant Issued on March 24, 2020	8-K	001-38365	4.2	March 25, 2020

4.3	Warrant Amendment Agreement, dated June 28, 2024	8-K	001-38365	10.3	July 1, 2024

4.4	Form of Warrant Issued on May 7, 2021	8-K	001-38365	4.1	May 10, 2021

4.5	Form of Warrant Issued on July 1, 2024	8-K	001-38365	4.1	July 1, 2024

4.6	Form of Warrant Issued on September 30, 2024	8-K	001-38365	4.1	September 30, 2024

4.7	Amendment No. 1 to Warrant Issued on September 30, 2024, dated December 9, 2024	10-K	001-38365	4.7	April 15, 2025

4.8	Form of Warrant Issued on November 26, 2024	8-K	001-38365	4.1	November 26, 2024

4.9	Amendment No. 1 to Warrant Issued on November 26, 2024, dated December 9, 2024	10-K	001-38365	4.9	April 15, 2025

4.10	Form of Warrant Issued on December 9, 2024	8-K	001-38365	4.1	December 9, 2024

4.11	Form of Series A Warrant Issued on January 17, 2025	8-K	001-38365	4.1	January 16, 2025

4.12	Form of Series B Warrant Issued on January 17, 2025	8-K	001-38365	4.2	January 16, 2025

10.1	Exclusive License Agreement, dated March 18, 2015, between Eyenovia, Inc. and Senju Pharmaceutical Co., Ltd.	S-1	333-222162	10.1	December 19, 2017

10.1.1#	Amendment to the Exclusive License Agreement by and between Eyenovia, Inc. and Senju Pharmaceutical Co., Ltd., dated April 8, 2020	10-Q	001-38365	10.24	August 14, 2020

10.1.2#	Letter Agreement by and between Eyenovia, Inc. and Senju Pharmaceutical Co., Ltd., dated August 10, 2020	10-Q	001-38365	10.27	August 14, 2020

10.1.3#	Amendment No. 2 to the Exclusive License Agreement by and between Eyenovia, Inc. and Senju Pharmaceutical Co., Ltd., dated September 14, 2021	10-Q	001-38365	10.2	November 12, 2021

10.4#	License Agreement by and between Eyenovia, Inc. and Arctic Vision (Hong Kong) Limited, dated August 10, 2020	10-Q	001-38365	10.28	August 14, 2020

10.5#	Amendment No. 1 to License Agreement by and between Eyenovia, Inc. and Arctic Vision (Hong Kong) Limited, dated September 14, 2021	10-Q	001-38365	10.1	November 12, 2021

10.6#	Mutual Termination and Reassignment, dated January 12, 2024, by and between Eyenovia, Inc and Bausch + Lomb Ireland Limited	10-K	001-38365	10.38	March 18, 2024

10.8#	License Agreement, dated August 15, 2023, by and between Eyenovia, Inc. and Formosa Pharmaceuticals, Inc.	10-Q	001-38365	10.1	November 13, 2023

10.9	Loan and Security Agreement, dated November 22, 2022, by among Eyenovia, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P.	10-K	001-38365	10.30	March 31, 2023

10.10	Supplement to the Loan and Security Agreement, dated November 22, 2022, by among Eyenovia, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P.	10-K	001-38365	10.31	March 31, 2023

10.11	Subscription Agreement, dated November 22, 2022, by and among Eyenovia, Inc., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P.	10-K	001-38365	10.32	March 31, 2023

10.15*#	Employment Agreement, dated July 26, 2022, by and between Eyenovia, Inc, and Michael Rowe	10-Q	001-38365	10.2	August 11, 2022

10.17*	Employment Agreement, dated December 19, 2022, by and between Eyenovia, Inc. and Bren Kern	10-K	001-38365	10.33	March 31, 2023

10.18*	Non-Employee Director Compensation Policy, as amended	10-Q	001-38365	10.1	November 14, 2022

10.19*	Eyenovia, Inc. 2014 Equity Incentive Plan, as amended	S-8	333-233278	10.14	August 14, 2019

10.20*	Form of Nonqualified Stock Option Agreement	S-8	333-233278	10.15	August 14, 2019

10.21*	Eyenovia, Inc. Amended and Restated 2018 Omnibus Stock Incentive Plan, as Amended	8-K	001-38365	10.1	June 27, 2023

10.22*	Form of Restricted Stock Unit Agreement	10-K/A	001-38365	10.34	May 1, 2023

10.23*	Form of Notice of Inducement Stock Option Grant	10-Q	001-38365	10.7	November 12, 2024

10.24*	Form of Indemnification and Advancement Agreement	10-Q	001-38365	10.8	November 12, 2024

10.25#	Amended and Restated Sales Agreement, dated December 30, 2024, by and between Eyenovia, Inc. and Chardan Capital Markets, LLC	8-K	001-38365	1.1	December 30, 2024

10.26	Inducement Letter, dated January 16, 2025	8-K	001-38365	10.1	January 16, 2025

19.1	Insider Trading Policy	10-K	001-38365	19.1	April 15, 2025

23.1	Consent of Marcum LLP	10-K	001-38365	23.1	April 15, 2025

31.1	Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	10-K	001-38365	31.1	April 15, 2025

31.2	Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	--	--	--	Filed herewith

32.1	Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	10-K	001-38365	32.1	April 15, 2025

32.2	Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	10-K	001-38365	32.2	April 15, 2025

Amendment: SEC Form 10-K/A filed by Eyenovia Inc.