| Item 1.01. | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On February 1, 2021, EyePoint Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Guggenheim Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), in connection with its previously announced public offering (the “Offering”) of 9,100,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a public offering price of $11.00 per share less underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,365,000 shares of Common Stock at the same price (the “Option Shares,” and together with the Firm Shares, the “Shares”).
The net proceeds to the Company from the Offering, excluding any exercise by the Underwriters of their thirty day option to purchase any of the Option Shares, are expected to be approximately $93.9 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Offering is being made pursuant to a prospectus supplement dated February 1, 2021 and an accompanying prospectus dated January 25, 2021, pursuant to a Registration Statement (No. 333-252170) on Form S-3, which was initially filed by the Company with the Securities and Exchange Commission (“SEC”) on January 15, 2021 and declared effective by the SEC on January 25, 2021.
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 foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement 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 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.
First Amendment to Share Purchase Agreement
On February 1, 2021, the Company and Ocumension Therapeutics (“Ocumension”) entered into an amendment to that certain Share Purchase Agreement, dated December 31, 2020 (the “Share Purchase Agreement”), by and between the Company and Ocumension (the “First Amendment”). The First Amendment clarified the parties’ intent that, among other things, any participation rights granted to Ocumension in the Share Purchase Agreement would be effected via a separate private placement. The foregoing summary of the First Amendment is qualified in its entirety by reference to the First Amendment attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Exhibits.
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated February 1, 2021, by and among EyePoint Pharmaceuticals, Inc. and Cowen and Company, LLC and Guggenheim Securities, LLC |
| |
| 5.1 | | Opinion of Hogan Lovells US LLP |
| |
| 10.1 | | First Amendment to Share Purchase Agreement, dated February 1, 2021, by and between EyePoint Pharmaceuticals, Inc. and Ocumension Therapeutics |
| |
| 23.1 | | Consent of Hogan Lovells US LLP (contained in Exhibit 5.1) |
| |
| 104 | | Cover Page Interactive Data File (embedded within the inline XBRL document) |
