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KIORA PHARMACEUTICALS INC — Director's Dealing 2021
Jan 8, 2021
35256_dirs_2021-01-08_d3df8f11-5887-41b0-a9ea-7e5c37b43a94.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: EYEGATE PHARMACEUTICALS INC (EYEG)
CIK: 0001372514
Period of Report: 2021-01-06
Reporting Person: ARMISTICE CAPITAL, LLC (Director, 10% Owner)
Reporting Person: Armistice Capital Master Fund Ltd. (Director, 10% Owner)
Reporting Person: Boyd Steven (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2021-01-06 | Common Stock | P | 1531101 | $5.225 | Acquired | 3346601 | Direct |
| 2021-01-06 | Common Stock | P | 0 | — | Acquired | 3346601 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2021-01-06 | Warrants | $5.225 | P | 1531101 | Acquired | 2025-01-06 | Common Stock (1531101) | Direct |
| 2021-01-06 | Warrants | $5.225 | P | 0 | Acquired | 2025-01-06 | Common Stock (0) | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Warrants | $3.125 | 2024-10-02 | Common Stock (600000) | 600000 | Direct |
| Warrants | $3.125 | 2024-10-02 | Common Stock (0) | 600000 | Indirect |
| Warrants | $0.32 | 2023-04-17 | Common Stock (41666) | 41666 | Direct |
| Warrants | $0.32 | 2023-04-17 | Common Stock (0) | 41666 | Indirect |
| Warrants | $0.32 | 2023-04-17 | Common Stock (364583) | 364583 | Direct |
| Warrants | $0.32 | 2023-04-17 | Common Stock (0) | 364583 | Indirect |
| Warrants | $1.50 | 2022-06-14 | Common Stock (133333) | 133333 | Direct |
| Warrants | $1.50 | 2022-06-14 | Common Stock (0) | 133333 | Indirect |
| Warrants | $0.32 | 2023-04-17 | Common Stock (1062500) | 1062500 | Direct |
| Warrants | $0.32 | 2023-04-17 | Common Stock (0) | 1062500 | Indirect |
| Series C Convertible Preferred Stock | $0.32 | Common Stock (852500) | 852500 | Direct | |
| Series C Convertible Preferred Stock | $0.32 | Common Stock (0) | 852500 | Indirect |
Footnotes
F1: The reported securities of EyeGate Pharmaceuticals, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital.
F2: (Continued from Footnote 1) Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3: On January 5, 2021, the Issuer and the Master Fund entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Master Fund acquired from the Issuer in a private placement on the January 6, 2021 closing date: (i) 1,531,101 shares of the Issuer's common stock, $0.01 par value (collectively, the "Shares"); and (ii) warrants to purchase up to 1,531,101 Shares with an exercise price of $5.225 per Share (collectively, the "Warrants"). The aggregate subscription amount paid by the Master Fund for the Shares and Warrants acquired by it pursuant to the Securities Purchase Agreement was $8,000,002.73.
F4: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 9.99% beneficial owner of the Shares following such exercise.
F5: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the Shares following such exercise.
F6: The Series C Convertible Preferred Stock has no expiration date and is convertible at any time at the option of the Master Fund.