Eyenovia Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 - Other Events.
On January 31, 2025, Eyenovia, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Amendment”) with the Secretary of State of the State of Delaware, which effected, as of 4:00 p.m., Eastern Time, on January 31, 2025 (the “Effective Time”), a 1-for-80 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The Amendment was filed to enable the Company to regain compliance with the minimum bid price required to remain listed on the Nasdaq Capital Market.
The Amendment provides that at the Effective Time, every 80 shares of the Company’s issued and outstanding Common Stock were combined into one issued and outstanding share of Common Stock without any further action by the Company or the holders thereof. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who were entitled to receive a fractional share became entitled to receive a cash payment in lieu of such fractional share. The Reverse Stock Split affected all stockholders uniformly and did not affect any stockholder’s percentage ownership interests in the Company, except to the extent that cash payments will be made in lieu of fractional shares. The Reverse Stock Split did not change the par value of the Common Stock or modify the rights or preferences of the Common Stock.
The Common Stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market commencing upon market open on February 3, 2025. The Common Stock will continue to trade under the symbol “EYEN,” and the new CUSIP number for the Common Stock following the reverse stock split is 30234E 203. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
Except for historical information, all the statements, expectations and assumptions contained in this Current Report on Form 8-K are forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements relating to the Company’s future activities or other future events or conditions, including those relating to the Company’s ability to regain compliance with the listing rules of the Nasdaq and maintain its continued listing. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and in some cases are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in documents which the Company files with the U.S. Securities and Exchange Commission.
Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws, the Company does not undertake any obligation to update any forward-looking statements.
Item 9.01 - Financial Statements and Exhibits
(d)
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation. | |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EYENOVIA, INC. | |
| Date: January 31, 2025 | /s/ Michael Rowe |
| Michael Rowe | |
| Chief Executive Officer |