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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): June 27, 2023

 

 

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)

 

(833) 393-6684

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, par value $0.0001 per share   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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Eyenovia, Inc. (“Eyenovia”) was held in a virtual format on June 27, 2023 at 10:00 AM EDT. At the Annual Meeting, the stockholders approved an amendment to the Eyenovia, Inc. Amended and Restated 2018 Omnibus Stock Incentive Plan (the “2018 Plan Amendment”), reserving an additional 1,000,000 shares of common stock for further issuance under such plan. Eyenovia’s Board of Directors previously approved the 2018 Plan Amendment on March 6, 2023, subject to stockholder approval.

 

A summary of the principal features of the Eyenovia, Inc. Amended and Restated 2018 Omnibus Stock Incentive Plan, as Amended, can be found in the definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on May 11, 2023 (the “Proxy Statement”), under the heading “PROPOSAL TWO - APPROVAL OF AN AMENDMENT TO THE 2018 PLAN,” which summary is incorporated herein by reference. This summary is qualified in its entirety by, and should be read in conjunction with, the full text of such plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

The actions set forth below were taken at the Annual Meeting. Of Eyenovia’s 38,002,965 shares of common stock issued and eligible to vote as of the record date of May 4, 2023, a quorum of 23,977,429 shares, or approximately 63.09% of the eligible shares, was present virtually or represented by proxy at the Annual Meeting. Each of the matters set forth below is described in detail in the Proxy Statement.

 

1. Election of the following nominees of Eyenovia, to serve a one-year term expiring in 2024 or until their successors have been elected and qualified.

 

Nominee  Shares
Voted For		   Shares Voted
to Withhold Authority		   Broker
Non-Votes		 
Tsontcho Ianchulev, M.D., M.P.H   8,341,684    5,513,604    10,122,141 
Rachel Jacobson   13,705,126    150,162    10,122,141 
Charles E. Mather IV   13,689,340    165,948    10,122,141 
Ram Palanki, Pharm.D.   13,730,101    125,187    10,122,141 
Michael Rowe   13,723,483    131,805    10,122,141 
Ellen Strahlman, M.D.   13,732,906    122,382    10,122,141 

 

2. Approval of an amendment to the Eyenovia, Inc. Amended and Restated 2018 Omnibus Stock Incentive Plan to reserve an additional 1,000,000 shares of common stock for issuance thereunder..

 

Shares
Voted For		   Shares Voted
Against		   Shares
Abstaining		   Broker
Non-Votes		 
 7,977,368    664,837    5,213,083    10,122,141 

 

3. Ratification of the appointment of Marcum LLP as Eyenovia’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

 

Shares
Voted For		   Shares Voted
Against		   Shares
Abstaining		   Broker
Non-votes		 
 23,820,218    67,840    89,371    0 

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit No.   Description
10.1   Eyenovia, Inc. Amended and Restated 2018 Omnibus Stock Incentive Plan, as Amended
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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: June 27, 2023 /s/ John Gandolfo
  John Gandolfo
  Chief Financial Officer

 

 

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