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Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 2, 2022




(Exact Name of Registrant as Specified in its Charter)



Delaware   001-38365   47-1178401
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)  


295 Madison Avenue, Suite 2400, New York, NY 10017

(Address of Principal Executive Offices, and Zip Code)


(917) 289-1117

Registrant’s Telephone Number, Including Area Code 



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


(Title of each class)   (Trading
  (Name of each exchange
on which registered)
Common stock, $0.0001 par value   EYEN   The Nasdaq Stock Market
(Nasdaq Capital Market)  


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company x


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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 1.02 Termination of a Material Definitive Agreement.


On November 2, 2022, the Loan and Security Agreement, dated as of May 7, 2021 (the “SVB Loan Agreement”), by and between Eyenovia, Inc. (the “Company”) and Silicon Valley Bank (“SVB”), was terminated upon the receipt by SVB of a payoff amount of $8.028 million from the Company; provided that the Company continues to be bound by certain indemnification obligations under Section 11.3 of the SVB Loan Agreement. The SVB Loan Agreement provided for an aggregate principal amount of up to $25.0 million to be delivered in multiple tranches in accordance with the terms of the SVB Loan Agreement. The pay-off amount paid by the Company in connection with the termination of the SVB Loan Agreement was pursuant to a pay-off letter with SVB and included payment of $0.15 million as a prepayment fee.









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.


Date: November 7, 2022 /s/ John Gandolfo
  John Gandolfo
  Chief Financial Officer