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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

COMMISSION FILE NUMBER 000-51122

EyePoint Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		26-2774444 (I.R.S. Employer Identification No.)

480 Pleasant Street Watertown, MA (Address of principal executive offices)		02472 (Zip Code)

(617) 926-5000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $0.001

     EYPT

     The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 82,787,220 shares of the registrant’s common stock, $0.001 par value, outstanding as of October 30, 2025.

EYEPOINT PHARMACEUTICALS, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Unaudited Financial Statements

	Condensed Consolidated Balance Sheets – September 30, 2025 and December 31, 2024	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss – Three and nine months ended September 30, 2025 and 2024	4

	Condensed Consolidated Statements of Stockholders’ Equity – Three and nine months ended September 30, 2025 and 2024	5

	Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28

Item 4.	Controls and Procedures	28

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

Signatures		32

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

EYEPOINT PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands except share data)


	September 30,			December 31,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	74,577		$	99,704
Marketable securities		129,445			271,209
Accounts and other receivables, net		1,045			607
Prepaid expenses and other current assets		8,929			9,481
Inventory		2,110			2,305
Total current assets		216,106			383,306
Property and equipment, net		8,861			8,177
Operating lease right-of-use assets		20,660			21,000
Restricted cash		150			150
Other assets		5,918			5,832
Total assets	$	251,695		$	418,465
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	10,076		$	11,721
Accrued expenses		17,943			18,103
Deferred revenue		—			17,784
Other current liabilities		2,075			1,440
Total current liabilities		30,094			49,048
Deferred revenue – noncurrent		—			10,853
Operating lease liabilities – noncurrent		21,301			21,858
Other noncurrent liabilities		118			205
Total liabilities		51,513			81,964
Contingencies (Note 12)
Stockholders' equity:
Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $.001 par value, 300,000,000 shares authorized at September 30, 2025 and December 31, 2024; 69,569,813 and 68,266,005 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		70			68
Additional paid-in capital		1,236,562			1,208,421
Accumulated deficit		(1,037,369	)		(873,016	)
Accumulated other comprehensive income (loss)		919			1,028
Total stockholders' equity		200,182			336,501
Total liabilities and stockholders' equity	$	251,695		$	418,465

See notes to condensed consolidated financial statements.

EYEPOINT PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(In thousands except per share data)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Revenues:
Product sales, net	$	582		$	664		$	1,297		$	2,390
License and collaboration agreements		150			9,561			16,531			27,906
Royalty income		234			299			12,923			1,389
Total revenues		966			10,524			30,751			31,685
Operating expenses:
Cost of sales		721			736			1,691			2,896
Research and development		47,754			29,542			161,825			89,554
Sales and marketing		26			24			96			80
General and administrative		14,490			12,970			40,228			39,770
Total operating expenses		62,991			43,272			203,840			132,300
Loss from operations		(62,025	)		(32,748	)		(173,089	)		(100,615	)
Other (expense) income:
Interest and other income, net		2,293			3,387			8,829			11,144
Total other income, net		2,293			3,387			8,829			11,144
Net loss before income taxes	$	(59,732	)	$	(29,361	)	$	(164,260	)	$	(89,471	)
Provision for income taxes		—			—			(93	)		—
Net loss	$	(59,732	)	$	(29,361	)	$	(164,353	)	$	(89,471	)
Net loss per share:
Basic and diluted	$	(0.85	)	$	(0.54	)	$	(2.35	)	$	(1.67	)
Weighted average common shares outstanding:
Basic and diluted		70,168			54,449			69,955			53,526

Net loss	$	(59,732	)	$	(29,361	)	$	(164,353	)	$	(89,471	)
Other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale securities		87			379			(109	)		307
Comprehensive income (loss)	$	(59,645	)	$	(28,982	)	$	(164,462	)	$	(89,164	)

See notes to condensed consolidated financial statements.

EYEPOINT PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(In thousands except share data)


	Common Stock				Additional						Accumulated Other		Total
	Number of Shares		Par Value Amount		Paid-In Capital			Accumulated Deficit			Comprehensive Income (loss)		Stockholders’ Equity
Balance at June 30, 2024		52,160,305	$	52	$	1,029,717		$	(802,256	)	$	792	$	228,305
Net loss		—		—		—			(29,361	)		—		(29,361	)
Unrealized gain (loss) on available-for-sale securities		—		—		—			—			379		379
Issuance of stock, net of issue costs		1,299,506		1		11,792			—			—		11,793
Employee stock purchase plan		24,881		—		202			—			—		202
Exercise of stock options		14,216		—		48			—			—		48
Vesting of stock units		25,456		—		(78	)		—			—		(78	)
Stock-based compensation		—		—		7,446			—			—		7,446
Balance at September 30, 2024		53,524,364	$	53	$	1,049,127		$	(831,617	)	$	1,171	$	218,734

Balance at June 30, 2025		68,889,649	$	69	$	1,222,745		$	(977,637	)	$	832	$	246,009
Net loss		—		—		—			(59,732	)		—		(59,732	)
Unrealized gain (loss) on available-for-sale securities		—		—		—			—			87		87
Issuance of stock, net of issue costs		495,118		1		6,617			—			—		6,618
Employee stock purchase plan		63,839		—		398			—			—		398
Exercise of stock options		90,206		—		506			—			—		506
Vesting of stock units		31,001		—		(132	)		—			—		(132	)
Stock-based compensation		—		—		6,428			—			—		6,428
Balance at September 30, 2025		69,569,813	$	70	$	1,236,562		$	(1,037,369	)	$	919	$	200,182


	Common Stock				Additional						Accumulated Other			Total
	Number of Shares		Par Value Amount		Paid-In Capital			Accumulated Deficit			Comprehensive Income (loss)			Stockholders’ Equity
Balance at December 31, 2023		49,043,074	$	49	$	1,007,556		$	(742,146	)	$	864		$	266,323
Net loss		—		—		—			(89,471	)		—			(89,471	)
Unrealized gain (loss) on available-for-sale securities		—		—		—			—			307			307
Issuance of stock, net of issue costs		1,299,506		1		11,810			—			—			11,811
Cashless exercise of warrants		2,206,442		2		(2	)		—			—			—
Employee stock purchase plan		49,896		—		470			—			—			470
Exercise of stock options		535,932		1		4,965			—			—			4,966
Vesting of stock units		389,514		—		(4,512	)		—			—			(4,512	)
Stock-based compensation		—		—		28,840			—			—			28,840
Balance at September 30, 2024		53,524,364	$	53	$	1,049,127		$	(831,617	)	$	1,171		$	218,734

Balance at December 31, 2024		68,266,005	$	68	$	1,208,421		$	(873,016	)	$	1,028		$	336,501
Net loss		—		—		—			(164,353	)		—			(164,353	)
Unrealized gain (loss) on available-for-sale securities		—		—		—			—			(109	)		(109	)
Issuance of stock, net of issue costs		495,118		1		6,617			—			—			6,618
Employee stock purchase plan		119,122		—		767			—			—			767
Exercise of stock options		223,197		1		1,003			—			—			1,004
Vesting of stock units		466,371		—		(1,370	)		—			—			(1,370	)
Stock-based compensation		—		—		21,124			—			—			21,124
Balance at September 30, 2025		69,569,813	$	70	$	1,236,562		$	(1,037,369	)	$	919		$	200,182

See notes to condensed consolidated financial statements.

EYEPOINT PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Nine Months Ended
	September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(164,353	)	$	(89,471	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation of property and equipment		1,611			1,073
Amortization of debt discount and premium and discount on available-for-sale marketable securities		(3,885	)		(4,143	)
Stock-based compensation		21,124			28,840
Deferred income tax		(90	)		—
Changes in operating assets and liabilities:
Accounts receivable and other current assets		114			(2,107	)
Other assets		(86	)		(2,422	)
Inventory		195			1,098
Accounts payable and accrued expenses		(1,554	)		(2,402	)
Right-of-use assets and operating lease liabilities		524			1,211
Deferred revenue		(28,637	)		(22,054	)
Other noncurrent liabilities		(26	)		—
Net cash (used in) provided by operating activities		(175,063	)		(90,377	)
Cash flows from investing activities:
Purchases of marketable securities		(103,185	)		(234,225	)
Sales and maturities of marketable securities		248,725			114,500
Purchases of property and equipment		(2,294	)		(3,668	)
Net cash (used in) provided by investing activities		143,246			(123,393	)
Cash flows from financing activities:
Proceeds from issuance of stock		6,658			11,793
Payment of equity issue costs		(291	)		(307	)
Net settlement of stock units to satisfy statutory tax withholding		(1,370	)		(4,512	)
Proceeds from exercise of stock options and employee stock purchase plan		1,771			5,436
Principal payments on finance lease obligations		(78	)		(73	)
Net cash (used in) provided by financing activities		6,690			12,337
Net (decrease) increase in cash, cash equivalents and restricted cash		(25,127	)		(201,433	)
Cash, cash equivalents and restricted cash at beginning of period		99,854			281,413
Cash, cash equivalents and restricted cash at end of period	$	74,727		$	79,980
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents	$	74,577		$	79,830
Restricted cash		150			150
Total cash, cash equivalents and restricted cash at end of period	$	74,727		$	79,980
Supplemental disclosure of non-cash investing and financing activities:
Lease liability arising from obtaining right-of-use assets	$	903		$	17,544
Stock issuance costs in accounts payable and accrued expenses	$	40		$	—

See notes to condensed consolidated financial statements.

EYEPOINT PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Operations

The accompanying condensed consolidated financial statements of EyePoint Pharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, the Company), as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 are unaudited. Certain information in the footnote disclosures of these financial statements has been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, these statements have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2024, and include all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods indicated. The preparation of financial statements in accordance with United States (U.S.) generally accepted accounting principles requires management to make assumptions and estimates that affect, among other things, (i) reported amounts of assets and liabilities; (ii) disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements; and (iii) reported amounts of revenues and expenses during the reporting period. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the entire 2025 fiscal year or any future period.

The Company is committed to developing and commercializing innovative therapeutics to improve the lives of patients with serious retinal diseases. The Company's pipeline leverages its proprietary bioerodible Durasert E™ technology (Durasert E™) for sustained intraocular drug delivery. The Company’s lead product candidate, DURAVYU™1, is an investigational sustained delivery treatment for vascular endothelial growth factor (VEGF) mediated retinal diseases combining vorolanib, a selective and patent-protected tyrosine kinase inhibitor with Durasert E™. DURAVYU™ is currently being evaluated in Phase 3 pivotal trials (LUGANO and LUCIA) for wet age-related macular degeneration (wet AMD) with data readout beginning in mid-2026. Pivotal Phase 3 clinical trials (COMO and CAPRI) in diabetic macular edema (DME) are expected to dose patients in the first quarter of 2026. Additional pipeline programs include EYP-2301, a TIE-2 agonist, razuprotafib, formulated in Durasert E™ to potentially improve outcomes in serious retinal diseases.

The Company announced enrollment was completed in the pivotal Phase 3 LUGANO and LUCIA clinical trials evaluating DURAVYU™ on May 27, 2025 and July 29, 2025, respectively.

Liquidity

The Company had cash, cash equivalents and investments in marketable securities of $204.0 million at September 30, 2025. The Company has a history of operating losses and has not had significant recurring cash inflows from revenue. The Company’s operations have been financed primarily from sales of its equity securities, issuance of debt and a combination of license fees, milestone payments, royalty income, and other fees received from its collaboration partners. The Company anticipates that it will continue to incur losses as it continues the research and development of its product candidates, and the Company does not expect revenues to generate sufficient funding to sustain its operations in the near-term. The Company expects to continue fulfilling its funding needs through cash inflows from licensing and research collaboration transactions, additional equity capital raises and other arrangements. The Company believes that its cash, cash equivalents and investments in marketable securities of $204.0 million at September 30, 2025, along with the net proceeds of approximately $162.1 million received from the Company's October 2025 equity financing, will enable the Company to fund its current and planned operations for at least the next twelve months from the date these condensed consolidated financial statements were issued. Actual cash requirements could differ from management’s projections due to many factors, including the timing and results of the Company’s clinical trials for DURAVYU™, additional investments in research and development programs, competing technological and market developments and the costs of any strategic acquisitions and/or development of complementary business opportunities.

1. DURAVYU™ has been conditionally accepted by the FDA as the proprietary name for EYP-1901. DURAVYU is an investigational product candidate; it has not been approved by the FDA. FDA approval and the timeline for potential approval is uncertain.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2024, and notes thereto, which are included in the Company’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission, or the SEC, on March 6, 2025, or the 2024 Form 10-K. Since the date of those financial statements, there have been no material changes to the Company's significant accounting policies.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The legislation restored immediate deductibility of domestic research and development expenditures and reinstated 100% bonus depreciation. While these provisions increased our net operating loss carryforwards and reduced our deferred tax asset related to capitalized R&D, we continue to maintain a full valuation allowance. Accordingly, OBBBA did not have a material impact on our results of operations or liquidity for the quarter ended September 30, 2025. We will continue to monitor any future guidance related to OBBBA.

In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU was issued to address investor requests for more transparency about income tax information through improvements to income tax disclosure primarily related to the rate reconciliation and income taxes paid information, and to improve the effectiveness of income tax disclosures. This ASU is effective for public entities for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 will be effective for the Company in the first quarter of its fiscal year ending December 31, 2025. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03—Income Statement —Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in ASU 2024-03 address investor requests for more detailed expense information and require additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the income statement. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statement disclosures.

Revenue

Product Revenue Reserves and Allowances

For the three and nine months ended September 30, 2025, the Company’s product revenues were primarily from the Company’s existing supply agreements with commercial partners. For the three and nine months ended September 30, 2025 the Company’s product revenues were $0.6 million and $1.3 million, respectively. For the three and nine months ended September 30, 2024 the Company’s product revenues were $0.7 million and $2.4 million, respectively.

The following table summarizes activity in each of the product revenue allowance and reserve categories for the nine months ended September 30, 2025 and 2024 (in thousands):


	Chargebacks, Discounts			Government and Other
	and Fees			Rebates			Returns			Total
Beginning balance at December 31, 2024	$	5		$	—		$	142		$	147
Provision related to sales in the current year		—			—			—			—
Adjustments related to prior period sales		—			106			(106	)		—
Deductions applied and payments made		(3	)		(46	)		(36	)		(85	)
Ending Balance at September 30, 2025	$	2		$	60		$	—		$	62

	Chargebacks, Discounts			Government and Other
	and Fees			Rebates			Returns			Total
Beginning balance at December 31, 2023	$	83		$	—		$	677		$	760
Provision related to sales in the current year		—			—			—			—
Adjustments related to prior period sales		70			—			—			70
Deductions applied and payments made		(148	)		—			(403	)		(551	)
Ending Balance at September 30, 2024	$	5		$	—		$	274		$	279

Chargebacks, discounts and fees and rebates are recorded as a component of accrued expenses on the condensed consolidated balance sheets (See Note 6).

License and Collaboration Agreements and Royalty Income

ANI (formerly Alimera) Product Rights Agreement (PRA) and Commercial Supply Agreement

On May 17, 2023, the Company entered into a PRA with ANI (formerly Alimera). Under the PRA, the Company granted to ANI an exclusive and sublicensable right and license (the License) under the Company’s and its affiliates’ interest in certain of the Company’s and its affiliates’ intellectual property to develop, manufacture, sell, commercialize, and otherwise exploit certain products, including YUTIQ®, for the treatment and prevention of uveitis in the entire world except Europe, the Middle East and Africa (EMEA).

Additionally, pursuant to the PRA, the Company transferred and assigned to ANI certain assets and certain contracts with third parties related to YUTIQ®, including the new drug application for YUTIQ® (collectively, the Asset Transfer). Pursuant to the PRA, ANI paid the Company a $75.0 million upfront payment (the Upfront Payment). ANI also made four quarterly payments of $1.875 million to the Company totaling $7.5 million during 2024. ANI will also pay royalties to the Company from 2025 to 2028 at a percentage of low-to-mid double digits of ANI’s related U.S. annual net sales of certain products (including YUTIQ®) in excess of certain thresholds, beginning at $70 million in 2025, and increasing annually thereafter. Upon ANI’s payment of the Upfront Payment and the 2024 quarterly payments, the licenses and rights granted to ANI automatically became perpetual and irrevocable. Payments received from ANI are non-refundable.

The Company and ANI also entered into a commercial supply agreement (CSA), pursuant to which, during the term of the PRA, the Company agreed to manufacture and exclusively supply to ANI agreed-upon quantities of YUTIQ® necessary for ANI to commercialize YUTIQ® in the United States at certain cost plus amounts, subject to adjustments and potential extensions and terminations set forth in the CSA. The CSA with ANI automatically terminated on May 31, 2025.

Revenue from sales of product supply to ANI under the CSA was $0 and $0.6 million during the three and nine months ended September 30, 2025, respectively and $0.7 million and $1.9 million during the three and nine months ended September 30, 2024, respectively. License and Collaboration revenue related to the PRA was $0 and $15.9 million during the three and nine months ended September 30, 2025, respectively and $9.4 million and $26.8 million during the three and nine months ended September 30, 2024, respectively. License and collaboration revenue, related to additional transitional services was $0.1 million and $0.5 million for the three and nine months ended September 30, 2025, respectively and $0.2 million and $0.5 million during the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, the Company had no deferred revenue recognized under the PRA. As of December 31, 2024, the Company had $15.9 million and $0 as current and non-current deferred revenue recognized under the PRA.

Ocumension Therapeutics

The Company entered into an Exclusive License Agreement on November 2, 2018, as amended by a Memorandum of Understanding dated March 1, 2019, a Memorandum of Understanding dated August 18, 2020, a Supply and Quality Agreement on February 19, 2019 and a Memorandum of Understanding on August 26, 2024. Pursuant to the license agreement and Memorandum of Understanding signed with the Company, Ocumension has:

•

An exclusive license for the development and commercialization of its three-year micro insert using the Durasert® technology for the treatment of posterior segment uveitis of the eye (YUTIQ® in the U.S.) in Mainland China, Hong Kong, Macau, and Taiwan at its own cost and expense in return for royalties based on sales with the Company supplying products for clinical trials and commercial sale;

•

An exclusive license for the development and commercialization in Mainland China, Hong Kong, Macau, and Taiwan of DEXYCU® for the treatment of post-operative inflammation following ocular surgery at its own cost and expense in return for royalties based on sales with the Company supplying product for clinical trials and commercial sale; and

•

Exclusive rights to develop and commercialize YUTIQ® and DEXYCU® products under its own brand names in South Korea and other jurisdictions across Southeast Asia in Brunei, Burma (Myanmar), Cambodia, Timor-Leste, Indonesia, Laos, Malaysia, the Philippines, Singapore, Thailand, and Vietnam (the Territory), at its own cost and expense in return for royalties based on sales with the Company supplying product for clinical trials and commercial sale.

•

The right and obligation to manufacture YUTIQ®, either by itself or through affiliates or sub-contractors, for sale and use in the Territory following completion of a technology and know-how transfer from the Company to Ocumension.

Revenue from sales of product supply to Ocumension under the supply agreement was $0.6 million during the three and nine months ended September 30, 2025 respectively, and $0 and $0.5 million during the three and nine months ended September 30, 2024, respectively. Royalty income was $0.2 million during the three and nine months ended September 30, 2025, and $0 and $0.5 million was recorded for the three and nine months ended September 30, 2024.

Exclusive License Agreement with Betta Pharmaceuticals, Co., Ltd.

On May 2, 2022, the Company entered into an exclusive license agreement (the Betta License Agreement) with Betta Pharmaceuticals Co., Ltd. (Betta), an affiliate of Equinox Sciences, LLC (Equinox). Under the Betta License Agreement, the Company granted to Betta an exclusive, sublicensable, royalty-bearing license under certain of the Company’s intellectual property to develop, use (but not make or have made), sell, offer for sale, and import the Company’s product candidate, DURAVYU™, an investigational sustained delivery treatment for anti-VEGF-mediated retinal diseases combining vorolanib, a selective and patent-protected tyrosine kinase inhibitor (TKI) with Durasert E™ (the Licensed Product), in the field of ophthalmology (the Betta Field) in the greater area of China, including China, the Hong Kong Special Administrative Region, the Macau Special Administrative Region, and Taiwan (the Betta Territory). The Company retained rights under the Company’s intellectual property to, among other things, conduct clinical trials on the Licensed Product in the Betta Field in the Betta Territory.

In consideration for the rights granted by the Company, Betta agreed to pay the Company tiered, mid-to-high single-digit royalties based upon annual net sales of Licensed Products in the Betta Territory. The royalties are payable on a Licensed Product-by-Licensed Product and region-by-region basis commencing on the first commercial sale of a Licensed Product in a region and continuing until the later of (i) the date that is twelve (12) years after first commercial sale of such Licensed Product in such region, and (ii) the first day of the month following the month in which a generic product corresponding to such Licensed Product is launched in the relevant region. The royalty rate is subject to reduction under certain circumstances, including when there is no valid claim of a licensed patent that covers a Licensed Product in a particular region.

Betta is responsible for all costs relating to development, registration, manufacturing, marketing, advertising, promotional, launch, and sales activities in connection with the Licensed Products in the Betta Field in the Betta Territory. Betta is required to use commercially reasonable efforts to develop, seek regulatory approval for, and commercialize at least one Licensed Product in the Betta Field in the Betta Territory. The Betta License Agreement also requires Betta to achieve certain diligence milestones relating to regulatory filings, patient dosing, and regulatory approval by certain specified deadlines set forth in the Betta License Agreement, subject to certain exceptions and extensions as set forth in the Betta License Agreement. Betta’s development activities will be conducted pursuant to a development plan subject to periodic updates. In the event that the Company conducts a global registrational clinical trial for a Licensed Product in the Betta Field, Betta will have the right to participate in such clinical trial by including clinical trial sites in the Betta Territory in accordance with the terms of the Betta License Agreement. The Company has also agreed to provide certain technology transfer and other support services to Betta subject to certain conditions and limitations set forth in the Betta License Agreement.

Revenue from license and collaboration revenue or royalty income for the three and nine months ended September 30, 2025 and 2024 related to this agreement was immaterial.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Prepaid expenses	$	3,033	$	2,339
Prepaid clinical expenses		4,997		5,737
Other		899		1,405
Total prepaid expenses and other current assets	$	8,929	$	9,481

As of September 30, 2025 and December 31, 2024 the Company also had $5.4 million of long term prepaid clinical expense included in other assets on its consolidated balance sheets.

Inventory

Inventory consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Raw materials	$	1,612	$	1,657
Work in process		498		648
Total inventory	$	2,110	$	2,305

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2025		2024
Personnel costs	$	10,931	$	11,830
Clinical trial costs		1,475		4,541
Professional fees, contingencies and legal fees		5,041		840
Sales chargebacks, rebates and other revenue reserves		62		147
Other		434		745
Total accrued expenses	$	17,943	$	18,103

Leases

On March 31, 2025, the Company amended the lease for its headquarters in Watertown, Massachusetts to extend the term to May 31, 2028 for 8,383 square feet of laboratory and manufacturing operations space. During the first quarter of 2025, the Company recognized a $0.9 million increase to its lease liabilities and right-of-use (ROU) assets resulting from the lease amendment for the term extension of the laboratory and manufacturing operations space.

On January 23, 2023, the Company entered into a lease agreement (the Northbridge Lease) for its new standalone commercial manufacturing facility, including office and lab space located at 600 Commerce Drive, Northbridge, Massachusetts. The new 41,141 square-foot manufacturing facility is Current Good Manufacturing Practice (cGMP) compliant to meet U.S. FDA and European Medicines Agency (EMA) standards to support DURAVYU™ clinical supply and commercial readiness upon regulatory approval. In addition, the building has the capacity and capabilities for pipeline expansion. The lease includes a non-cancellable lease term of fifteen years and four months, with two options to extend the lease term for two additional terms of either five years or ten years at 95% of the then-prevailing fair market rent. The lease term, under ASC 842, commenced during the second quarter of 2024. The Company entered into an amendment to the Northbridge Lease, effective September 30, 2024. Pursuant to the amendment, the Company's obligation to pay base rent began on March 1, 2025. The Company is responsible for real estate taxes, maintenance, and other operating expenses applicable to the leased premises. The Company recognized an initial increase of $17.7 million to its lease liabilities and $17.9 million to its right-of-use (ROU) assets resulting from the Northbridge Lease during the second quarter of 2024.

Since the Company elected to account for each lease component and its associated non-lease components as a single combined component, all contract consideration was allocated to the respective lease components. The expected lease terms include non-cancellable lease periods. Renewal option periods have not been included in the determination of the lease terms as they are not deemed reasonably certain of exercise. Variable lease payments, such as common area maintenance, real estate taxes, and property insurance are not included in the determination of the lease’s ROU asset or lease liability.

As of September 30, 2025 the weighted average remaining term of the Company’s operating leases was 11.9 years and the weighted average discount rate was 11.71%.

Supplemental balance sheet information related to operating leases are as follows (in thousands):


	September 30,		December 31,
	2025		2024
Other current liabilities – operating lease current portion	$	1,961	$	1,247
Operating lease liabilities – noncurrent portion		21,301		21,858
Total operating lease liabilities	$	23,262	$	23,105

The elements of lease expense were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Lease expense included in:
Research and development	$	1,010	$	965	$	2,984	$	1,774
General and administrative		65		65		194		195
Variable lease costs		104		60		236		195
Total lease expense	$	1,179	$	1,090	$	3,414	$	2,164

Cash paid for amounts included in the measurement of operating lease liabilities was $2.7 million and $0.5 million for the nine months ended September 30, 2025 and 2024.

The Company’s total future minimum lease payments under non-cancellable leases at September 30, 2025 were as follows (in thousands):


	Operating Leases
Remainder of 2025	$	1,105
2026		4,482
2027		4,579
2028		3,469
2029		2,667
Thereafter		29,193
Total lease payments	$	45,495
Less imputed interest		(22,233	)
Total	$	23,262

Stockholders’ Equity

ATM Facility

In August 2020, the Company entered into an at-the-market facility (the ATM Facility) with Cantor Fitzgerald & Co (Cantor). Pursuant to the ATM Facility, the Company may, at its option, offer and sell shares of its common stock from time to time, through or to Cantor, acting as sales agent. The Company will pay Cantor a commission of 3.0% of the gross proceeds from any future sales of such shares.

During the three and nine months ended September 30, 2025 the Company sold 495,118 shares of common stock under the ATM facility at a weighted average price of $14.01 per share for gross proceeds of approximately $6.9 million. Share issue costs, including sales agent commissions, totaled $0.3 million. Further, during October 2025, the Company sold 330,726 shares of common stock under the ATM facility at a weighted average price of $14.24 per share for gross proceeds of approximately $4.7 million. Share issue costs, including sales agent commissions, totaled $0.1 million.

During the three and nine months ended September 30, 2024, the Company sold 1,299,506 shares of its common stock under the ATM facility at a weighted average price of $9.36 per share for gross proceeds of approximately $12.2 million. Share issue costs, including sales agent commissions, totaled approximately $0.4 million.

Warrants to Purchase Common Shares

The Company issued 3,272,727 shares of Pre-Funded Warrants (PFW) to purchase common stock, in connection with the November 2021 underwritten public offering. On April 18, 2024, 2,181,818 PFWs were exercised in full as a cashless exercise, resulting in a net issuance of 2,180,776 shares of common stock.

As of September 30, 2025, 1,090,909 PFWs were outstanding. The PFWs were included in the basic and diluted net loss per share calculation during the three and nine months ended September 30, 2025.

Share-Based Payment Awards

Equity Incentive Plan

The 2023 Long-Term Incentive Plan (the “2023 Plan”), approved by the Company’s stockholders on June 20, 2023 (the “Adoption Date”), originally provided for the issuance of up to 3,500,000 shares of the Company’s common stock reserved for issuance under the 2023 Plan plus any additional shares of the Company’s common stock that were available for grant under the 2008 and the 2016 Incentive Plan (the “2008 & 2016 Plan”) at the Adoption Date or would otherwise become available for grant under the 2008 Plan as a result of subsequent termination or forfeiture of awards under the 2008 or 2016 Plan. Prior to June 18, 2025, the maximum aggregate number of shares available for issuance under the 2023 Plan was equal to (i) 7,500,000 shares, plus (ii) 184,904 shares that were previously available for grant under the Company’s 2016 Equity Incentive Plan (the 2016 Plan) that were transferred to the 2023 Plan on June 20, 2023, plus (iii) any shares granted under the Company’s 2008 Equity Incentive Plan or 2016 Plan (collectively, the Prior Plans) that, on or after the effective date of the 2023 Plan, become available as a result of the termination or forfeiture of awards under the Prior Plans. At the Company’s Annual Meeting of Stockholders held on June 18, 2025, the Company’s stockholders approved an amendment to the 2023 Plan to increase the number of shares authorized for issuance by 2,900,000 shares to 10,400,000 shares under the 2023 Plan. At September 30, 2025, a total of approximately 4,823,270 shares were available for new awards under the 2023 Plan.

Starting March 2022, the Company granted non-statutory stock options to new employees as inducement awards to enter into employment with the Company. The grants were approved by the Compensation Committee of the Board of Directors and awarded in accordance with Nasdaq Listing Rule 5635(c)(4). Although not awarded under any equity incentive plans, the grants are subject to and governed by the terms and conditions of the applicable plan in effect at the time of the grant.

Stock Options

The following table provides a reconciliation of stock option activity under the Company’s equity incentive plan and for inducement awards for the nine months ended September 30, 2025:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
						(in years)		(in thousands)
Outstanding at December 31, 2024		7,670,647		$	12.47		7.43		7,478
Granted		2,632,485			8.44
Exercised		(234,878	)		4.77
Forfeited		(383,195	)		11.02
Expired		(244,306	)		19.56
Outstanding at September 30, 2025		9,440,753		$	11.42		7.54	$	43,150
Exercisable at September 30, 2025		4,712,557		$	12.47		6.33	$	18,827

The Company's stock options generally vest over four years with 25% vesting after one year of service followed by ratable monthly vesting over the remaining three years. Nonemployee awards are granted similar to the Company’s employee awards. All option grants have a 10-year term. Options to purchase a total of 1,580,623 shares of the Company’s common stock vested during the nine months ended September 30, 2025.

In determining the grant date fair value of option awards during the nine months ended September 30, 2025, the Company applied the Black-Scholes option pricing model based on the following key assumptions:


		Nine Months Ended
		September 30, 2025
Option life (in years)		5.5 - 6.08
Stock volatility		99% - 102%
Risk-free interest rate		3.67% - 4.46%
Expected dividends		0.0%

The following table summarizes information about employee, non-executive director and external consultant stock options for the nine months ended September 30, 2025 (in thousands except per share amount):


	Nine Months Ended
	September 30, 2025
Weighted average grant date fair value per share	$	6.81
Total cash received from exercise of stock options		1,120
Total intrinsic value of stock options exercised		1,015

Time-Vested Restricted Stock Units

Time-vested restricted stock units (RSUs) issued to date under the 2016 Plan and the 2023 Plan generally vest on a ratable annual basis over 3 years. The related stock-based compensation expense is recorded over the requisite service period, which is the vesting period. The fair value of all time-vested RSUs is based on the closing share price of the Company’s common stock on the date of grant.

The following table provides a reconciliation of RSU activity under the 2016 Plan and the 2023 Plan for the nine months ended September 30, 2025:


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2024		1,315,629		$	11.74
Granted		846,308			8.40
Vested		(621,722	)		10.34
Forfeited		(62,177	)		12.92
Nonvested at September 30, 2025		1,478,038		$	10.37

At September 30, 2025, the weighted average remaining vesting term of the RSUs was 1.38 years.

Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (the ESPP) allows qualified participants to purchase the Company’s common stock twice a year at 85% of the lesser of the average of the high and low sales price of the Company’s common stock on (i) the first trading day of the relevant offering period and (ii) the last trading day of the relevant offering period. The number of shares of the Company’s common stock each employee may purchase under this plan, when combined with all other employee stock purchase plans, is limited to the lower of an aggregate fair market value of $25,000 during each calendar year, or 5,000 shares of the Company’s common stock in any one offering period. The Company has maintained consecutive six-month offering periods since August 1, 2019. During the three and nine months ended September 30, 2025, 63,839 and 119,122 shares of the Company’s common stock were issued pursuant to the ESPP.

The Company estimated the fair value of the option component of the ESPP shares at the date of grant using a Black-Scholes valuation model. During the three and nine months ended September 30, 2025, the compensation expense from ESPP shares was approximately $0.1 million and $0.3 million. During the three and nine months ended September 30, 2024, the compensation expense from ESPP shares was approximately $0.1 million and $0.2 million.

Stock-Based Compensation Expense

The Company’s condensed consolidated statements of operations and comprehensive loss included total compensation expense from stock-based payment awards as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Compensation expense included in:
Research and development	$	2,998	$	3,382	$	9,640	$	14,820
General and administrative		3,430		4,064		11,484		14,020
Total	$	6,428	$	7,446	$	21,124	$	28,840

At September 30, 2025, there was approximately $24.5 million of unrecognized compensation expense related to outstanding equity awards under the 2023 Plan, the 2016 Plan, the inducement awards and the ESPP that is expected to be recognized as expense over a weighted average period of approximately 1.58 years.

During the three and nine months ended September 30, 2025, the Company modified certain stock options in connection with the resignation of board members and terminations of executives resulting in incremental expense of $0.1 million and $0.3 million, respectively.

During the three and nine months ended September 30, 2024, the Company modified certain stock options and restricted stock awards in connection with the resignation of board members and terminations of executives resulting in a reduction of expense of $0.5 million and incremental expense of $5.2 million, respectively.

10.

Fair Value Measurements

The following tables summarize the Company’s assets by significant categories carried at fair value measured on a recurring basis by valuation hierarchy (in thousands):


	September 30, 2025
	Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash Equivalents		Marketable Securities
Level 1:
Money market funds	$	59,253	$	—	$	—	$	59,253	$	59,253	$	—
Subtotal	$	59,253	$	—	$	—	$	59,253	$	59,253	$	—
Level 2:
Commercial paper	$	44,710	$	13	$	—	$	44,723	$	—	$	44,723
U.S. Treasury securities		84,657		65		—		84,722		—		84,722
U.S. Agency securities		—		—		—		—		—		—
Subtotal	$	129,367	$	78	$	—	$	129,445	$	—	$	129,445
Total	$	188,620	$	78	$	—	$	188,698	$	59,253	$	129,445


	December 31, 2024
	Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash Equivalents		Marketable Securities
Level 1:
Money market funds	$	95,859	$	—	$	—		$	95,859	$	95,859	$	—
Subtotal	$	95,859	$	—	$	—		$	95,859	$	95,859	$	—
Level 2:
Commercial paper	$	94,817	$	26	$	(1	)	$	94,842	$	—	$	94,842
U.S. Treasury securities		114,599		120		(8	)		114,711		—		114,711
U.S. Agency securities		61,605		53		(2	)		61,656		—		61,656
Subtotal	$	271,021	$	199	$	(11	)	$	271,209	$	—	$	271,209
Total	$	366,880	$	199	$	(11	)

EyePoint Pharmaceuticals, Inc. 10-Q