UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On December 5, 2023, EyePoint Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the underwriters named therein (the “Underwriters”), in connection with its previously announced underwritten public offering (the “Offering”) of 11,764,706 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $17.00 per share less underwriting discounts and commissions. In addition, under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,764,705 shares of Common Stock at the same price, which was exercised by the Underwriters in full on December 6, 2023.
The net proceeds to the Company from the Offering, including the full exercise by the Underwriters of their option to purchase additional shares, are expected to be approximately $215.9 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering is expected to close on December 8, 2023, subject to customary closing conditions.
The Company intends to use the net proceeds from the Offering to advance clinical development of EYP-1901 for wet age-related macular degeneration, through the initiation of and reporting of topline data from two pivotal Phase 3 clinical trials, as well as support its earlier stage pipeline development initiatives, and for general corporate purposes.
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 Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-275125), declared effective by the Securities and Exchange Commission on October 30, 2023, a base prospectus dated October 30, 2023 and the related prospectus supplement dated December 5, 2023.
The foregoing summary of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is 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 the 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.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the Offering, the amount of proceeds expected from the Offering and the timing and certainty of completion of the Offering. The risks and uncertainties relating to the Company and the Offering include general market conditions, the Company’s ability to complete the Offering on favorable terms, or at all, as well as other risks detailed from time to time in the Company’s Securities and Exchange Commission filings, including in its Annual Report on Form 10-K for the year ended December 31, 2022, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, its Current Reports on Form 8-K and the prospectus supplement dated December 5, 2023 relating to the Offering. These documents contain important factors that could cause actual results to differ from current expectations and from forward-looking statements contained in this Current Report on Form 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this Current Report on Form 8-K.
Item 8.01. Other Events.
The Company issued press releases announcing the launch and pricing of the Offering on December 4, 2023 and December 5, 2023, respectively. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated December 4, 2023, by and between EyePoint Pharmaceuticals, Inc. and J.P. Morgan Securities LLC | |
| 5.1 | Opinion of Hogan Lovells US LLP | |
| 23.1 | Consent of Hogan Lovells US LLP (contained in Exhibit 5.1) | |
| 99.1 | Press Release issued by the Company announcing the launch of the Offering on December 4, 2023 | |
| 99.2 | Press Release issued by the Company announcing the pricing of the Offering on December 5, 2023 | |
| 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: December 7, 2023 | /s/ George O. Elston | |
| George O. Elston | ||
| Executive Vice President and Chief Financial Officer | ||