Item 1.01. Entry Into a Material Definitive Agreement.

On January 5, 2021, EyeGate Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Armistice Capital Master Fund, Ltd. (the "Investor"), pursuant to which the Company agreed to issue to the Investor in a private placement (the "Private Placement") 1,531,101 shares of its common stock (the "Shares") and warrants (the "Warrants") to purchase 1,531,101 shares of common stock. The combined purchase price per Share and Warrant will be $5.225. The Private Placement is expected to close on January 6, 2021, subject to the satisfaction of customary closing conditions.

The Warrants will have an exercise price of $5.225 per share and will be exercisable on the six month anniversary of their issuance date. The Warrants are exercisable for five years from the issuance date.

The Shares, the Warrants and the shares of common stock issuable upon the exercise of the Warrants will be sold and issued without registration under the Securities Act of 1933 (the "Securities Act") in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

In connection with the Private Placement, the Company and the Investor also entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company is required to file a registration statement with the Securities and Exchange Commission following the closing of the Private Placement to register for resale the Shares and the shares of common stock issuable upon the exercise of Warrants sold in the Private Placement.

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. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. 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 Purchase Agreement, the Registration Rights Agreement and the form of Warrant are filed as Exhibits 10.1, 10.2 and 4.1, 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.

Item 3.02. Unregistered Sale of Equity Securities.

The information contained above in Item 1.01 related to the Shares, the Warrants and the shares of common stock underlying the Warrants is hereby incorporated by reference into this Item 3.02.




Item 8.01. Other Events.

On January 6, 2021, the Company issued a press release announcing the signing of the Purchase Agreement. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
Number                                      Title
  4.1        Form of Warrant
  10.1       Securities Purchase Agreement between the Company and Armistice
           Capital Master Fund, Ltd. dated as of January 5, 2021
  10.2       Registration Rights Agreement between the Company and Armistice
           Capital Master Fund, Ltd. dated as of January 5, 2021
  99.1       Press Release issued by EyeGate Pharmaceuticals, Inc. on January 6,
           2021

© Edgar Online, source Glimpses