Item 1.01. Entry into a Material Definitive Agreement.
On October 14, 2025, EyePoint Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Jefferies LLC, Citigroup Global Markets Inc. and Guggenheim Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), in connection with its previously announced underwritten public offering (the “Offering”) of 11,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and, to certain investors, in lieu of Common Stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 1,500,000 shares of Common Stock. The price to the public for the Shares in the Offering was $12.00 per Share and the price to the public for the Pre-Funded Warrants was $11.999 per Pre-Funded Warrant, which represents the price to the public for the Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant. In addition, under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,875,000 shares of Common Stock at the same price.
The net proceeds to the Company from the Offering were approximately $141 million, after deducting underwriting discounts and commissions and before other estimated offering expenses payable by the Company. The Offering closed on October 16, 2025.
The Company intends to use the net proceeds from the Offering to advance clinical development of DURAVYU™ for wet age-related macular degeneration and diabetic macular edema, as well as to support its earlier stage pipeline development initiatives, and for general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary 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 Offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-290867), filed with the Securities and Exchange Commission on October 14, 2025, a base prospectus dated October 14, 2025 and the related prospectus supplement, dated October 14, 2025.
The Pre-Funded Warrants are exercisable at any time after the date of issuance. The Pre-Funded Warrants will not expire and are exercisable in cash or by means of a cashless exercise. A holder of Pre-Funded Warrants may not exercise such Pre-Funded Warrants if the aggregate number of shares of Common Stock beneficially owned by such holder, together with its affiliates, would beneficially own more than 4.99% (or 9.99% at the initial election of the holder) of the issued and outstanding shares of Common Stock following such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.
The foregoing summaries of the terms of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement and the form of Pre-Funded Warrant, copies of which are filed herewith as Exhibit 1.1 and Exhibit 4.1, respectively, and are incorporated by reference into this Item 1.01. Hogan Lovells US LLP, counsel to the Company, delivered an opinion as to the legality of the issuance and sale of the Shares and the Pre-Funded Warrants in the Offering, as well as the Pre-Funded Warrant Shares, a copy of which is filed as herewith as Exhibit 5.1 and is incorporated by reference into this Item 1.01.
