FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EYEGATE PHARMACEUTICALS INC [ EYEG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/29/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/29/2019 | P | 600,000 | A | $3.125(2) | 1,787,499 | D(1) | |||
Common Stock | 09/29/2019 | P | 0 | A | $0 | 1,787,499 | I | See Footnote(1) | ||
Common Stock | 09/30/2019 | P | 4,001 | A | $3.11 | 1,791,500 | D(1) | |||
Common Stock | 09/30/2019 | P | 0 | A | $0 | 1,791,500 | I | See Footnote(1) | ||
Common Stock | 09/30/2019 | P | 1,000 | A | $3.17 | 1,792,500 | D(1) | |||
Common Stock | 09/30/2019 | P | 0 | A | $0 | 1,792,500 | I | See Footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $3.125 | 09/29/2019 | P(2) | 600,000 | 04/02/2020 | 10/02/2024 | Common Stock | 600,000 | (2) | 600,000 | D(1) | ||||
Warrants | $3.125 | 09/29/2019 | P(2) | 0 | 04/02/2020 | 10/02/2024 | Common Stock | 600,000 | (2) | 600,000 | I | See Footnote(1) | |||
Warrants | $0.32 | 04/17/2018(4) | 04/17/2023 | Common Stock | 41,666 | 41,666 | D(1) | ||||||||
Warrants | $0.32 | 04/17/2018(4) | 04/17/2023 | Common Stock | 41,666 | 41,666 | I | See Footnote(1) | |||||||
Warrants | $0.32 | 04/17/2018(3) | 04/17/2023 | Common Stock | 364,583 | 364,583 | D(1) | ||||||||
Warrants | $0.32 | 04/17/2018(3) | 04/17/2023 | Common Stock | 364,583 | 364,583 | I | See Footnote(1) | |||||||
Warrants | $1.5 | 06/14/2017(4) | 06/14/2022 | Common Stock | 133,333 | 133,333 | D(1) | ||||||||
Warrants | $1.5 | 06/14/2017(4) | 06/14/2022 | Common Stock | 133,333 | 133,333 | I | See Footnote(1) | |||||||
Warrants | $0.32 | 04/17/2018(3) | 04/17/2023 | Common Stock | 1,062,500 | 1,062,500 | D(1) | ||||||||
Warrants | $0.32 | 04/17/2018(3) | 04/17/2023 | Common Stock | 1,062,500 | 1,062,500 | I | See Footnote(1) | |||||||
Series C Convertible Preferred Stock | $0.32 | 04/17/2018(5) | (5) | Common Stock | 852,500 | 852,500 | D(1) | ||||||||
Series C Convertible Preferred Stock | $0.32 | 04/17/2018(5) | (5) | Common Stock | 852,500 | 852,500 | I | See Footnote(1) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"). The reported securities may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest 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. |
2. On September 29, 2019, the Issuer and the Master Fund entered into a securities purchase agreement pursuant to which the Master Fund acquired from the Issuer in a private placement: (i) 600,000 Shares at a purchase price of $3.125 per Share; and (ii) warrants to purchase up to 600,000 Shares at an exercise price of $3.125 per Share (collectively, the "Warrants"), subject to adjustments as provided under the terms of the Warrants. The aggregate subscription amount paid by the Master Fund for the shares of common stock of the Issuer (collectively, the "Shares") and Warrants acquired by it pursuant to the Securities Purchase Agreement was $1,875,000. |
3. 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. |
4. 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. |
5. The Series C Convertible Preferred Stock has no expiration date and is convertible at any time at the option of the Master Fund, subject to a blocker provision that prevents the Master Fund from converting the Series C Convertible Preferred Stock into Shares if it would be more than a 4.99% beneficial owner of the Shares following such conversion. |
Remarks: |
The number of securities reported as being beneficially owned by the Reporting Persons reflects the Issuer's reverse stock split at a ratio of 15-to-1 that occurred on August 30, 2019. |
Armistice Capital, LLC, By: /s/ Steven Boyd, Managing Member | 10/01/2019 | |
Armistice Capital Master Fund, Ltd., By:/s/ Steven Boyd, Director | 10/01/2019 | |
/s/ Steven Boyd | 10/01/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |