0000919574-19-006140.txt : 20191001 0000919574-19-006140.hdr.sgml : 20191001 20191001195327 ACCESSION NUMBER: 0000919574-19-006140 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190929 FILED AS OF DATE: 20191001 DATE AS OF CHANGE: 20191001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARMISTICE CAPITAL, LLC CENTRAL INDEX KEY: 0001601086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36672 FILM NUMBER: 191130551 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 231-4932 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Armistice Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001633584 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36672 FILM NUMBER: 191130552 BUSINESS ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-4932 MAIL ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boyd Steven CENTRAL INDEX KEY: 0001706140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36672 FILM NUMBER: 191130553 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EYEGATE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001372514 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 271 WAVERLEY OAKS ROAD STREET 2: SUITE 108 CITY: WALTHAM STATE: MA ZIP: 02452 BUSINESS PHONE: 781-788-9043 MAIL ADDRESS: STREET 1: 271 WAVERLEY OAKS ROAD STREET 2: SUITE 108 CITY: WALTHAM STATE: MA ZIP: 02452 4 1 ownership.xml X0306 4 2019-09-29 0 0001372514 EYEGATE PHARMACEUTICALS INC EYEG 0001601086 ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 1 0 1 0 0001633584 Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001706140 Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2019-09-29 4 P 0 600000 3.125 A 1787499 D Common Stock 2019-09-29 4 P 0 0 0 A 1787499 I See Footnote Common Stock 2019-09-30 4 P 0 4001 3.11 A 1791500 D Common Stock 2019-09-30 4 P 0 0 0 A 1791500 I See Footnote Common Stock 2019-09-30 4 P 0 1000 3.17 A 1792500 D Common Stock 2019-09-30 4 P 0 0 0 A 1792500 I See Footnote Warrants 3.125 2019-09-29 4 P 0 600000 A 2020-04-02 2024-10-02 Common Stock 600000 600000 D Warrants 3.125 2019-09-29 4 P 0 0 A 2020-04-02 2024-10-02 Common Stock 600000 600000 I See Footnote Warrants 0.32 2018-04-17 2023-04-17 Common Stock 41666 41666 D Warrants 0.32 2018-04-17 2023-04-17 Common Stock 41666 41666 I See Footnote Warrants 0.32 2018-04-17 2023-04-17 Common Stock 364583 364583 D Warrants 0.32 2018-04-17 2023-04-17 Common Stock 364583 364583 I See Footnote Warrants 1.50 2017-06-14 2022-06-14 Common Stock 133333 133333 D Warrants 1.50 2017-06-14 2022-06-14 Common Stock 133333 133333 I See Footnote Warrants 0.32 2018-04-17 2023-04-17 Common Stock 1062500 1062500 D Warrants 0.32 2018-04-17 2023-04-17 Common Stock 1062500 1062500 I See Footnote Series C Convertible Preferred Stock 0.32 2018-04-17 Common Stock 852500 852500 D Series C Convertible Preferred Stock 0.32 2018-04-17 Common Stock 852500 852500 I See Footnote 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. 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. 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. 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. 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. 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 2019-10-01 Armistice Capital Master Fund, Ltd., By:/s/ Steven Boyd, Director 2019-10-01 /s/ Steven Boyd 2019-10-01