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EX-3.1 - EXHIBIT 3.1 - EYENOVIA, INC.tv488018_ex3-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) March 6, 2018

 

 

 

EYENOVIA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

(State or other jurisdiction of incorporation)

 
     
001-38365   47-1178401
(Commission File Number)   (IRS Employer Identification No.)

 

501 Fifth Avenue, Suite 1404, New York, NY 10017

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code 917-289-1117

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a)                On March 6, 2018, the Board of Directors of Eyenovia, Inc. (the “Company”) approved the amendment and restatement of the Company’s bylaws, effective immediately upon approval by the Board (as amended, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws restate the Company’s bylaws in their entirety to, in addition to making certain administrative changes: (i) eliminate the ability of Company stockholders to take action by written consent in lieu of a meeting; (ii) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (iii) establish procedures relating to the nomination of candidates for election to the Board; and (iv) provide that, only if permitted by law, the ability of Company stockholders to remove directors will be limited to removal for cause.

 

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

 

Exhibit No. 

   

Description 

     
  3.1     Amended and Restated Bylaws of Eyenovia, Inc.

 

 

 

 

SIGNATURE

  

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.

  

 

  EYENOVIA, INC.  
       
       
Date:    March 12, 2018 By: /s/ John Gandolfo  
    Name: John Gandolfo  
    Title: Chief Financial Officer