UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 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):  i February 1, 2021

 

 i EyePoint Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

i Delaware		i 000-51122		i 26-2774444
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i 480 Pleasant Street  i Watertown,  i MA		i 02472
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  i (617)  i 926-5000

(Former name or former address, if changed since last report.)

 

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:

 

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

 

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

 

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

 

i ☐	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(s)		Name of each exchange on which registered
i Common Stock, par value $0.001		i EYPT		i The Nasdaq Stock Market LLC

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

Emerging growth company   i ☐

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 1.01.

Entry into a Material Definitive Agreement.

Underwriting Agreement

On February 1, 2021, EyePoint Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Guggenheim Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), in connection with its previously announced public offering (the “Offering”) of 9,100,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a public offering price of $11.00 per share less underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,365,000 shares of Common Stock at the same price (the “Option Shares,” and together with the Firm Shares, the “Shares”).

The net proceeds to the Company from the Offering, excluding any exercise by the Underwriters of their thirty day option to purchase any of the Option Shares, are expected to be approximately $93.9 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Offering is being made pursuant to a prospectus supplement dated February 1, 2021 and an accompanying prospectus dated January 25, 2021, pursuant to a Registration Statement (No. 333-252170) on Form S-3, which was initially filed by the Company with the Securities and Exchange Commission (“SEC”) on January 15, 2021 and declared effective by the SEC on January 25, 2021.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and which is incorporated herein by reference. Hogan Lovells US LLP, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Shares in the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

First Amendment to Share Purchase Agreement

On February 1, 2021, the Company and Ocumension Therapeutics (“Ocumension”) entered into an amendment to that certain Share Purchase Agreement, dated December 31, 2020 (the “Share Purchase Agreement”), by and between the Company and Ocumension (the “First Amendment”). The First Amendment clarified the parties’ intent that, among other things, any participation rights granted to Ocumension in the Share Purchase Agreement would be effected via a separate private placement. The foregoing summary of the First Amendment is qualified in its entirety by reference to the First Amendment attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(a) Exhibits.

 

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 1, 2021, by and among EyePoint Pharmaceuticals, Inc. and Cowen and Company, LLC and Guggenheim Securities, LLC
5.1		Opinion of Hogan Lovells US LLP
10.1		First Amendment to Share Purchase Agreement, dated February 1, 2021, by and between EyePoint Pharmaceuticals, Inc. and Ocumension Therapeutics
23.1		Consent of Hogan Lovells US LLP (contained in Exhibit 5.1)
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.

 

						EYEPOINT PHARMACEUTICALS, INC.
Date: February 3, 2021						/s/ George O. Elston
						George O. Elston
						Chief Financial Officer and Head of Corporate Development