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) May 5, 2020




(Exact name of registrant as specified in its charter)




(State or other jurisdiction of incorporation)


                   001-38365                                       47-1178401                   
(Commission File Number) (IRS Employer Identification No.)

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

(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code (917) 289-1117



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(s) Name of each exchange on which registered
Common Stock, $0.0001 Par Value EYEN 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 (§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 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 1.01. Entry into a Material Definitive Agreement.


On May 3, 2020, Eyenovia, Inc. (the “Company”) was approved for a loan from Wells Fargo Bank, National Association (the “Lender”) under the Paycheck Protection Program offered by the U.S. Small Business Administration (the “SBA”) in a principal amount of $463,353 (the "PPP Loan") pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan is evidenced by a Promissory Note and Agreement (the “PPP Note”) dated May 3, 2020, which the Company entered into on May 5, 2020. The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt, if any.


According to the terms of the Paycheck Protection Program and current guidance from the SBA and U.S. Department of Treasury, all or a portion of loans under the program may be forgiven if the PPP Loan proceeds are used for permitted expenses, as outlined in the CARES Act and related regulations, including 75% of the PPP Loan proceeds being used for payroll-related costs. The Company currently intends to use the PPP Loan for permitted uses, although no assurance can be given that the Company will obtain forgiveness of all or any portion of amounts due under the PPP Note. The amount of the PPP Loan that will be forgiven will be calculated in part with reference to the Company’s full-time headcount during the eight-week period following the funding of the PPP Loan. The SBA and U.S. Department of Treasury may continue to update guidance on the calculation of loan forgiveness, which updated guidance could affect the amount of the PPP Loan proceeds that could be forgiven.


The interest rate on the PPP Note is a fixed rate of 1% per annum. To the extent that the amounts owed under the PPP Note, or a portion of them, are not forgiven, the Company will be required to make principal and interest payments in monthly installments beginning in November 2020. The PPP Note matures on May 3, 2022.


The PPP Note includes events of default. Upon the occurrence of an event of default, the Lender will have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Note.


The foregoing description of the PPP Note is not complete and is qualified in its entirety by reference to the PPP Note filed as Exhibit 10.24 to this Current Report on Form 8-K and incorporated herein by reference.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The information contained in Item 1.01 related to the PPP Note is incorporated by reference into this Item 2.03.



Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Description
10.24   Promissory Note and Agreement dated May 3, 2020.







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: May 8, 2020




/s/ John Gandolfo________________

Name: John Gandolfo

Title: Chief Financial Officer








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