Current Report Filing (8-k)
09 December 2022 - 12:15AM
Edgar (US Regulatory)
0001682639
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0001682639
2022-12-05
2022-12-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange
Act of 1934
Date of Report (Date
of earliest event reported): December 5, 2022
EYENOVIA, INC.
(Exact Name of Registrant
as Specified in its Charter)
Delaware |
|
001-38365 |
|
47-1178401 |
(State or other jurisdiction
of incorporation) |
|
(Commission
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
Symbol) |
|
(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 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On December 5, 2022, the Board
of Directors (the “Board”) of Eyenovia, Inc. (the “Company”) appointed Bren Kern, the Company’s current
Senior Vice President of Manufacturing and Operations, as the Company’s Chief Operating Officer, effective January 1, 2023.
Mr. Kern joined the Company
in June 2022 as the Senior Vice President of Manufacturing and Operations. Mr. Kern has spent his career helping companies transition
from research and development into scaled commercial manufacturing organizations. Over the last 20 years, Mr. Kern has honed his skills
by leading product optimization, supporting regulatory approvals and establishing cGMP compliant manufacturing solutions worldwide. Prior
to joining the Company, Mr. Kern held leadership positions in multiple medical device and diagnostic companies, including Hound Labs,
Inc. (a THC breathalyzer), Second Source Medical LLC (a medical device contract manufacturer), BioLux Research Ltd (an orthodontia acceleration
device), BAROnova Inc. (a removable weight loss implant) and Bigfoot Biomedical Inc. /Asante Solutions, Inc. (an insulin delivery device).
Mr. Kern holds a B.S. in Mechanical Engineering Technology from Oregon Institute of Technology.
Mr. Kern is 41 years old and
has no familial relationships with any executive officer or director of the Company. Other than Mr. Kern’s prior compensation for
his service as the Company’s Senior Vice President of Manufacturing and Operations, there have been no transactions in which the
Company has participated and in which Mr. Kern has had a direct or indirect material interest that would be required to be disclosed under
Item 404(a) of Regulation S-K.
The Company will also
enter into an Employment Agreement (the “Employment Agreement”) with Mr. Kern under which he will serve as Chief
Operating Officer of the Company. Under the terms of the Employment Agreement, Mr. Kern will receive an annual salary of $345,000.
He is eligible to receive a cash bonus of up to 30% of his base salary. Additionally, Mr. Kern shall receive an option to purchase
120,000 shares of the Company’s common stock. Mr. Kern will also continue to participate in any and all benefit plans, from
time to time, in effect for senior management, along with vacation, sick and holiday pay in accordance with the Company’s
policies established and in effect from time to time.
The Employment Agreement
will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022, and the foregoing
description is subject in all respects to the actual terms of the Employment Agreement.
In addition, the Company hereby announces the resignation
of Dr. Julia Haller from the Board, effective as of December 6, 2022. This was not the result of any disagreement with the Company, its
management or the Board. The Company thanks Dr. Haller for her distinguished service and many contributions to the Board.
On December 8, 2022, the Company
issued a press release announcing the appointment of Mr. Kern as its Chief Operating Officer and the resignation of Dr. Haller from the
Board. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
Item
9.01. Financial Statements and Exhibits.
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: December 8, 2022 |
/s/ John Gandolfo |
|
John Gandolfo |
|
Chief Financial Officer |
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