Filing Details

Daniel Radden

c/o Armistice Capital LLC

510 Madison Avenue

7^th Floor

New York, NY 10022

Telephone Number: (212) 231-4930

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The name of the issuer is EyeGate Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 271 Waverley Oaks Road, Suite 108, Waltham, Massachusetts 02452. This Amendment No. 4 to Schedule 13D relates to the Issuer's Common Stock, $0.01 par value (the "Shares").

Armistice Capital is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing investment management services to private investment vehicles, including the Master Fund. The principal business address of Armistice Capital is 510 Madison Avenue, 7^th Floor, New York, New York 10022.

The Master Fund is principally engaged in the business of investing in securities. The principal business address of the Master Fund is c/o dms Corporate Services Ltd., 20 Genesis Close, P.O. Box 314, Grand Cayman KY1-1104, Cayman Islands. The board of directors of the Master Fund consists of Steven Boyd, Kevin A. Phillip and Gregory S. Bennett.

Steven Boyd is the managing member of Armistice Capital and a director of the Master Fund. Mr. Boyd’s business address is 510 Madison Avenue, 7^th Floor, New York, New York 10022.

On September 29, 2019, the Issuer and the Master Fund entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Master Fund acquired from the Issuer in a private placement (the “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 Warrants become exercisable on April 2, 2020 and may be exercised on or prior to 5pm on October 2, 2024. The aggregate subscription amount paid by the Master Fund for the Shares and Warrants acquired by it pursuant to the Securities Purchase Agreement was $1,875,000.

In connection with the Private Placement, the Issuer and the Master Fund also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Issuer agreed to file a registration statement (“Registration Statement”) with the SEC within 45 days after the date of the Securities Purchase Agreement for purposes of registering the resale of the Shares acquired by the Master Fund pursuant to the Securities Purchase Agreement, as well as the Shares issuable upon exercise of the Warrants issued thereunder. The Issuer also agreed to use its best efforts to cause the Registration Statement to be declared effective within 90 days after the date of the Securities Purchase Agreement, or, in the event of a “full review” by the SEC, within 120 days after the date of the Securities Purchase Agreement.

The foregoing was a summary of certain material terms of the: (i) Securities Purchase Agreement; (ii) Warrants; and (iii) Registration Rights Agreement. The foregoing descriptions are not, and do not purport to be, complete and, except as otherwise described above, are qualified in their entirety by reference to the full text of the forms of those documents, which have been filed as Exhibits C, D and E, respectively, and are incorporated herein by reference.

Mr. Boyd currently serves as a member of the Issuer’s board of directors (the “Board”).

The Reporting Persons purchased the Shares for investment in the ordinary course of their investment activities based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and/or the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, reshaping the Issuer's corporate strategy, recommending business development transactions, proposing changes to management, operations and the structure of the Board (including the composition of the Board), purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 2,392,500 Shares, constituting 56.4% of the Shares, based upon 4,245,049 Shares outstanding as of the date hereof, as adjusted for warrants of the Issuer beneficially owned by the Reporting Persons. Each of the Reporting Persons has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 2,392,500 Shares. Each of the Reporting Persons has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 2,392,500 Shares.

The transactions in the Shares by the Reporting Persons during the past sixty days that were not described in Item 4 above are set forth on Exhibit B. All of the reported transactions set forth on Exhibit B were conducted on the open market.

(e)

N/A

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described in: (i) this Item 6; (ii) Item 4 above; (iii) attached hereto and/or incorporated herein by reference; and/or (iv) described in a prior Schedule 13D filed by the Reporting Persons in respect of the Issuer.

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director