M&A - EYENOVIA, INC.
Form Type: 8-K
Filing Date: 2025-05-19
Corporate Action: Merger
Type: Update
Accession Number: 000110465925050528
Filing Summary: On May 19, 2025, Eyenovia, Inc. issued a press release detailing its financial results for the fiscal quarter ended March 31, 2025. The report also provided an update on the status of a potential merger transaction involving the company. This press release is included as Exhibit 99.1 in the filing. The information presented is being furnished and will not be considered filed under the Exchange Act, nor will it be subject to the liability of that section or related sections of the Securities Act of 1933. The filing also includes a cover page interactive data file as Exhibit 104.
Additional details:
Title Of Each Class: Common stock, $0.0001 par value
Trading Symbol: EYEN
Name Of Each Exchange: The Nasdaq Stock Market (Nasdaq Capital Market)
Form Type: 8-K
Filing Date: 2025-03-20
Corporate Action: Merger
Type: New
Accession Number: 000110465925026120
Filing Summary: On March 18, 2025, Eyenovia, Inc. entered into a non-binding letter of intent with Betaliq, Inc. regarding a proposed business combination. The contemplated structure involves a reverse merger where a newly-formed subsidiary of Eyenovia merges into Betaliq, making Betaliq the surviving corporation. Following this, Betaliq will merge into another newly-formed subsidiary of Eyenovia. This merger aims to result in Betaliq stockholders receiving Eyenovia common stock and other convertible securities based on a defined exchange ratio. The expected ownership post-closing will be approximately 83.7% for Betaliq's equity holders and 16.3% for Eyenovia's equity holders, presuming a valuation of about $77 million for Betaliq and $15 million for Eyenovia. The definitive agreement is subject to due diligence, board approvals, and other customary closing conditions. On March 20, 2025, Eyenovia issued a press release to announce the engagement in this business combination process. Additionally, the document highlights various risks associated with the merger, including uncertainties regarding closing conditions and potential impacts on company operations if the merger does not proceed as planned.
Additional details:
Item: business_combination
Description: Proposed combination with Betaliq, Inc.
Item: reverse_merger_structure
Description: A wholly-owned subsidiary of Eyenovia would merge with Betaliq.
Item: post_closing_ownership
Description: Betaliq stockholders: 83.7%, Eyenovia stockholders: 16.3%.
Item: valuation_betaliq
Description: Approximately $77 million.
Item: valuation_eyenovia
Description: Approximately $15 million.
Item: due_diligence
Description: Conditions include satisfactory completion of due diligence.
Item: stockholder_approval
Description: Approval sought for issuance of Eyenovia securities to Betaliq stockholders.
Item: transaction_costs
Description: Eyenovia expects to incur significant transaction costs.
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