Filing Details

Tohuan Steve Chen

c/o Armistice Capital LLC

510 Madison Avenue

22^nd Floor

New York, NY 10022

Telephone Number: 212-231-4930

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

Notices and Communications)

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, 22^nd 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, 22^nd Floor, New York, New York 10022.

The Reporting Persons are filing this Schedule 13D/A to report a change in their respective beneficial ownership percentages of the Shares, as indicated in Item 5 below.

In addition, on May 16, 2018, the Issuer issued a press release (the “Press Release”) to announce, among other things, (i) an increase in the size of its board of directors (the “Board”) from seven directors to eight directors; and (ii) that the Board appointed Steven Boyd to serve as a Class I director on the Board, effective as of May 15, 2018, to fill the vacancy created by the increase in the size of the Board. Mr. Boyd will not receive compensation for his services as a member of the Board, and there are no understandings or arrangements between Mr. Boyd and any other person in connection with his appointment to the Board. The foregoing was a summary of the Press Release. The foregoing description is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the Press Release, which has been filed as Exhibit C hereto and is incorporated herein by reference.

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. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

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, proposing changes to the Issuer's development plans for EGP-437 and EyeGate OBG, 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.

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 16,742,500 Shares, constituting 40.2% of the Shares, based upon 41,635,005 Shares outstanding as of the date hereof. 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 16,742,500 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 16,742,500 Shares.

The transactions in the Shares by the Reporting Persons since the last Schedule 13D filed by the Reporting Persons in respect of the Issuer are set forth on Exhibit B. Each reported transaction was an open-market transaction.

N/A

In addition to the Shares beneficially owned by the Reporting Persons as reported herein, the Master Fund currently holds: (i) 23,406,250 currently exercisable warrants of the Issuer, subject to blocker provisions that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% or 9.99% (as applicable) beneficial owner of the Shares following any such exercise; and (ii) 4,092 shares of Series C Convertible Preferred Stock of the Issuer that are currently convertible into 12,787,500 Shares, subject to a blocker provision that prevents the Master Fund from converting the shares of Series C Convertible Preferred Stock into Shares if it would be more than a 4.99% beneficial owner of the Shares following any such conversion.

Except as set forth in the preceding paragraph, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in the Shares

Exhibit C: Press Release of EyeGate Pharmaceuticals, Inc., dated May 16, 2018 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed with the SEC by the Issuer on May 16, 2018)

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director