Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Warrant Repricing

On March 3, 2022, August 24, 2023 and July 1, 2024, Eyenovia, Inc., a Delaware corporation (the "Company"), entered into certain securities purchase agreements with an institutional investor (the "Investor"), pursuant to which the Company issued and sold warrants (the "Existing Warrants") to purchase up to an aggregate of 15,769,445 shares of the Company's common stock, par value $0.0001 per share (the "common stock"), to the Investor. The Existing Warrants will expire between 2027 and 2029 and, prior to the repricing described below, were all exercisable at a price of $0.69 per share of common stock.

On January 16, 2025, the Company entered into a warrant inducement offer letter with the Investor (the "Inducement Letter") pursuant to which the Company agreed to reduce the exercise price of the Existing Warrants, and the Investor exercised all of the repriced Existing Warrants for an aggregate of 15,769,445 shares of common stock. In consideration for exercising those Existing Warrants, pursuant to the terms of the Inducement Letter, the Company agreed to issue to the Investor a new Series A Common Stock Purchase Warrant (the "Series A Warrant") and a new Series B Common Stock Purchase Warrant (the "Series B Warrant" and, together with the Series A Warrant, the "New Warrants"), to purchase up to a number of shares of common stock equal to 200% of the number of shares of common stock issued pursuant to the exercise of the Existing Warrants. The New Warrants, which are expected to be issued on January 17, 2025, are expected to be exercisable upon receipt of approval of the Company's stockholders in accordance with the applicable rules and regulations of The Nasdaq Capital Market, and may be exercised for five years from the initial exercisability date at an exercise price of $0.0659 per share. Such approval will be sought at a meeting of shareholders to be held within 120 days of the date on which the New Warrants are issued.

The Company expects to receive aggregate gross proceeds of approximately $1.0 million from the exercise of the Existing Warrants. The Existing Warrants and the shares underlying them (the "Existing Warrant Shares") were registered pursuant to registration statement on Form S-3 (File No. 333-261638). The New Warrants, and any shares underlying the New Warrants (the "New Warrant Shares"), will be issued in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company filed a prospectus supplement to its currently effective shelf registration statement (File No. 333-282458) to cover the issuance of the Warrant Shares or the resale of the Warrant Shares, as applicable, prior to the issuance of the Warrant Shares to the Holder.

In addition, on or before February 28, 2025, the Company will file a registration statement on the appropriate form providing for the resale of the New Warrant Shares and shall use commercially reasonable efforts to cause such registration statement to become effective within 120 days after the date of issuance of the New Warrants. Subject to certain exceptions, including use of the Company's "at-the-market" offering program, for a period of 30 days following the date of issuance of the New Warrants, the Company has agreed not to issue any shares of common stock or securities convertible into or exercisable or exchangeable for, or that would otherwise entitle the holder thereof to receive, the Company's common stock. Also, from the date hereof until 90 days following the date of issuance of the New Warrants, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents (or a combination of units thereof) involving a defined "Variable Rate Transaction," subject to certain exceptions.

Chardan Capital Markets LLC ("Chardan") acted as the exclusive financial advisor to the Company in connection with the transactions contemplated by the Inducement Letter. The Company agreed to pay Chardan an aggregate cash fee equal to 4.5% of the gross proceeds received by the Company from the Inducement Offer.

The descriptions of the terms and conditions of the Inducement Letter, the Series A Warrant and Series B Warrant set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of the Series A Warrant, Series B Warrant and Inducement Letter, attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, and incorporated herein by reference.