EYEN Eyenovia Inc

On March 3, 2022, Eyenovia, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional and accredited investor (the “Purchaser”), relating to the issuance and sale of 3,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), warrants to purchase an aggregate of 4,870,130 shares of Common Stock (the “Warrants”), and pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 1,870,130 shares of Common Stock (the “Offering”).

The offering price for the Shares will be $3.08 per Share and the offering price for the Pre-Funded Warrants will be $3.07 per Pre-Funded Warrant, which represents the per Share public offering price less $0.01 per share exercise price for each Pre-Funded Warrant. The Warrants will have an exercise price of $3.54 per share and each Warrant will be exercisable for one share of Common Stock. The Warrants will be exercisable beginning six months from the date of issuance and the Pre-Funded Warrants will be exercisable immediately upon issuance. The Pre-Funded Warrants shall terminate when fully exercised and the Warrants will terminate five years from the initial exercisability date.  The aggregate gross proceeds to the Company from the Offering are expected to be approximately $15 million, excluding the proceeds, if any, from the exercise of the Pre-Funded Warrants and the Warrants. The Company intends to use the net proceeds from the Offering to advance its MydCombi program, including the ramp-up of its manufacturing capabilities, as well as the continued advancement of the MicroLine clinical program and working capital and general corporate purposes. No underwriter or placement agent participated in the offering.

The Offering is being made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-261638), as previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), and a related prospectus.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchaser. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of a specific date, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties.

The forms of Pre-Funded Warrant, Warrant, and Purchase Agreement are filed as Exhibits 4.1, 4.2, and 10.1, respectively, and the description of the terms of the forms of Purchase Agreement, the Warrants and the Pre-Funded Warrants is qualified in its entirety by reference to such exhibits. A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo P.C. relating to the legality of the issuance and sale of the Shares, the Warrants, the Pre-Funded Warrants and the shares of Common Stock underlying the Warrants and the Pre-Funded Warrants is attached as Exhibit 5.1 hereto.