Business Context and Reporting Period
This Form 8-K was filed by EyeGate Pharmaceuticals, Inc. (trading symbol: EYEG) on January 10, 2020. The report discloses a corporate governance change involving the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing does not contain financial statements, revenue, profit, cash flow, or margin data. The only financial figure disclosed relates to a prior capital raise: on September 29, 2019, the Company completed a private placement generating aggregate gross proceeds of $1.875 million.
Material Changes
- Board Appointment: The Board appointed Keith Maher, M.D., as a Class III director effective January 10, 2020, to fill the vacancy left by the resignation of Peter Greenleaf.
- Director Tenure: Dr. Maher will serve until the 2021 annual meeting of stockholders or until a successor is elected.
Management Commentary, Risks, and Unusual Items
Compensation and Affiliation: Dr. Maher will not receive compensation for his board services due to his position at Armistice Capital. Armistice Capital beneficially owns approximately 50% of the Company's common stock, assuming the conversion of 4,092 shares of Series C Convertible Preferred Stock held by an affiliate.
Background: Dr. Maher has extensive experience in healthcare investment, having worked at Armistice Capital since 2019, Schroder Investment Management (2013-2018), and previously at Omega Advisors, Gracie Capital, Paramount BioCapital, and Lehman Brothers.
Related Transactions: Other than the previously disclosed September 2019 private placement to an affiliate of Armistice, there are no other transactions involving Dr. Maher requiring disclosure.
Investor Verification Checklist
- Verify the exact ownership percentage of Armistice Capital in EyeGate Pharmaceuticals, Inc., noting the assumption regarding the conversion of Series C Convertible Preferred Stock.
- Confirm the terms of the September 29, 2019 private placement, including the number of shares and warrants issued.
- Review the Company's proxy statement or subsequent filings for details on the 2021 annual meeting where Dr. Maher's term will be subject to election.