EyePoint, Inc.
For the period ended Jun 18, 2026. Filed Apr 27, 2026.
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Jun 18, 2026 · Filed Apr 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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| 480 Pleasant Street, Suite C400Watertown, MA 02472 United States | |
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| April 27, 2026To Our Stockholders,2025 was a year of exceptional execution for EyePoint as we advanced DURAVYU™ (vorolanib intravitreal insert), our potential first-in-class and best-in-class sustained delivery therapy, across clinical programs in the | We are well positioned as the leader in sustained ocular drug delivery as we endeavor to deliver on our mission to improve the lives of patients with serious retinal diseases. |
| two largest retinal disease markets, wet age-related macular degeneration (AMD) and diabetic macular edema (DME). Throughout the past year, we made significant progress with DURAVYU, an investigational sustained release product candidate that consists of vorolanib, a selective and patent-protected tyrosine kinase inhibitor (TKI), formulated in Durasert E™, our proprietary, next-generation bioerodible drug delivery technology. We enrolled over 900 patients across our two Phase 3 pivotal trials of DURAVYU in wet AMD – LUGANO and LUCIA – in what was one of the fastest enrolling Phase 3 programs in wet AMD to date. The identical non-inferiority trials with every six-month dosing follow a clear and recognized pathway for potential global regulatory and commercial success, which could enable DURAVYU to become a blockbuster franchise. In November 2025, we announced that the independent Data Safety Monitoring Committee (DSMC) for the wet AMD Phase 3 program completed its second scheduled review of masked data and recommended that both trials continue as planned with no modifications to the protocol. Additionally, the DSMC confirmed that the masked safety data continues to show no safety signals, which is consistent with previous clinical trials for DURAVYU. Looking ahead, we expect topline data for LUGANO in mid-2026 and for LUCIA shortly after. If we achieve clinical success we will prioritize our New Drug Application (NDA) filing, positioning DURAVYU to potentially be first to market.In February 2025, we announced positive six-month results for the Phase 2 VERONA clinical trial of DURAVYU for DME, which met primary and secondary endpoints and demonstrated early and sustained | FDA, we initiated the DME Phase 3 pivotal program and dosed the first patients in both clinical trials (COMO and CAPRI) in March 2026. COMO and CAPRI are identical trials that include every six-month redosing, an on-label control arm, and follow an established non-inferiority pathway for potential approval. Given the strong enrollment enthusiasm that we experienced in LUGANO and LUCIA for DURAVYU across the retina community, we expect to complete enrollment of our DME pivotal program in the third quarter of 2026 and to report topline data in the fourth quarter of 2027. We are excited to progress DURAVYU as the only sustained release TKI in development for this multi-billion-dollar market for which there is a significant need for new therapeutic options.The compelling efficacy data observed in the VERONA DME trial underscores DURAVYU’s potential as a mechanistically differentiated treatment for serious retinal diseases. Vorolanib, the active drug in DURAVYU, acts through intracellular inhibition of all vascular endothelial growth factor (VEGF) receptors, platelet-derived growth factor (PDGF) and pro-inflammatory interleukin 6 (IL-6)/JAK1 signaling. Preclinical data presented in October 2025 showed a greater than 50% reduction in IL-6 activity associated with DURAVYU via inhibition of JAK1 in an in vitro model. This finding reinforces the potential differentiating clinical value of DURAVYU for wet AMD and DME, where IL-6 mediated inflammation and VEGF-mediated vascular permeability are both key contributors to disease. From a safety perspective, DURAVYU has established a robust and favorable safety database from over 190 patients across multiple indications in four clinical trials with no safety signals. This exceptional safety profile, coupled with the strong efficacy data to date, gives us confidence in DURAVYU’s potential to transform how serious retinal diseases are treated. |
| improvements in both vision and anatomy. Following this data and a positive End of Phase 2 meeting with the U.S. Beyond clinical development, we continue to scale operations at our state-of-the-art commercial manufacturing facility in Northbridge, Massachusetts. The cGMP facility was built to meet FDA and EMA standards, and will support the US commercial launch of DURAVYU upon potential regulatory approval. As we approach an anticipated NDA submission, we are actively preparing for pre-approval inspection and commercial build, underscoring our commitment to delivering DURAVYU to the retina community, if approved. We remain dedicated to investing in the people, processes, and technologies at the Northbridge facility.Turning to our balance sheet, we are in a strong financial position. We ended 2025 with over $300 million in cash and investments and no debt, enabling us to fund operations into the fourth quarter of 2027, well beyond key 2026 milestones and NDA preparation for the Phase 3 wet AMD program while fully funding the Phase 3 pivotal DME program. EyePoint continues to be a story of a potential paradigm-altering treatment with DURAVYU, strong execution, and determined leadership in retinal disease. As a company, we are highly focused on reporting topline data for our Phase 3 wet AMD clinical trials beginning in mid-2026 and completing enrollment of our Phase 3 DME clinical trials. We are fortunate to have such a dedicated and talented team at EyePoint, who continue to drive our remarkable progress and are responsible for our company’s clinical, operational and financial success to date. In addition, we’d like to thank the patients and clinical investigators for their participation in our ongoing trials; without whom, advancing DURAVYU towards potential approval would not be possible. | With a world-class leadership team, robust Phase 2 efficacy and safety data, a clear and well-established regulatory approval pathway in wet AMD and DME, and a strong balance sheet, we are well positioned as the leader in sustained ocular drug delivery as we endeavor to deliver on our mission to improve the lives of patients with serious retinal diseases. On behalf of the entire EyePoint team and Board of Directors, we thank you, our committed stockholders, for your continued support as we continue to execute on our mission to improve the lives of patients with serious retinal diseases – because when it comes to matters of sight, innovation is our vision. Sincerely, Jay S. Duker, M.D.President & Chief Executive Officer Göran Ando, M.D.Chair of the Board |
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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.
SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION ACT OF 1995: To the extent any statements made in this proxy statement deal with information that is not historical, these are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding our expectations regarding our clinical development and regulatory plans; our belief that DURAVYU is well-positioned to be first-in-class, best-in-class and the first-to-market among all investigational sustained release treatments for the two largest retinal disease markets, wet AMD and DME; our belief that DURAVYU is the only TKI in development for DME; our belief that DURAVYU is uniquely positioned to potentially address both VEGF-mediated vascular leakage and IL-6 mediated inflammatory drivers of DME as a sustained delivery therapy; our belief that DURAVYU’s potential real-world application in multiple retinal disease indications and established trial designs position DURAVYU for clinical and commercial success; our expectations regarding the timing of the availability and release of wet AMD and DME clinical data; our financial position and expected cash runway; our belief that DURAVYU has the potential to maintain a majority of patients with active disease with no supplemental anti-VEGF therapy for six months or longer; our beliefs regarding potential market opportunity for wet AMD and DME; our ability to continue to scale operations at our commercial manufacturing facility in Northbridge, Massachusetts; our expectations that our manufacturing facility will continue to meet FDA and EMA standards and support commercialization efforts of DURAVYU upon regulatory approval; and our expectations regarding the timing, and clinical and regulatory development, of DURAVYU and our other product candidates; and other statements regarding the Company’s future plans, objectives, strategies and beliefs, as identified by words such as “will,” “potential,” “could,” “can,” “believe,” “intends,” “continue,” “plans,” “expects,” “anticipates,” “estimates,” “may,” or other words of similar meaning or the use of future dates.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause EyePoint’s actual results to be materially different than those expressed in or implied by EyePoint’s forward-looking statements. For EyePoint, these risks and uncertainties include the timing, progress and results of the Company’s clinical development activities; uncertainties and delays relating to communications with the U.S. Food and Drug Administration and the ability to obtain regulatory approval from FDA for the commercialization of DURAVYU; unanticipated costs and expenses; the Company’s cash and cash equivalents may not be sufficient to support its operating plan for as long as anticipated; the risk that results of clinical trials may not be predictive of future results, and interim and preliminary data are subject to further analysis and may change as more data becomes available; unexpected safety or efficacy data observed during clinical trials; uncertainties related to the regulatory authorization or approval process, and available development and regulatory pathways for approval of the Company’s product candidates; changes in the regulatory environment; disruptions at the FDA; changes in U.S. and international trade policies; changes in expected or existing competition; the success of current and future license agreements; our dependence on contract research organizations, and other outside vendors and service providers; product liability; the impact of general business and economic conditions; protection of our intellectual property and avoiding intellectual property infringement; retention of key personnel; delays, interruptions or failures in the manufacture and supply of our product candidates, including due to unanticipated regulatory compliance issues or warning letters relating to the Company’s manufacturing facilities; the availability of and the need for additional financing; our ability to obtain additional funding to support our clinical development programs; our ability to enter into a settlement agreement and corporate integrity agreement with the government regarding the DOJ investigation and uncertainties related to the impact such agreements would have on our business, financial condition and results of operations; uncertainties regarding the FDA warning letter pertaining to the Company’s Watertown, MA manufacturing facility; and other factors described in our filings with the Securities and Exchange Commission. We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking statement will be realized. A variety of factors, including these risks, could cause our actual results and other expectations to differ materially from the anticipated results or other expectations expressed, anticipated or implied in our forward-looking statements. Should known or unknown risks materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected in the forward-looking statements. You should bear this in mind as you consider any forward-looking statements. A more complete discussion of the risks and uncertainties that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements in this proxy statement are described under the heading "Risk Factors" in our most recent Annual Report on Form 10-K, in our other filings with the Securities and Exchange Commission (SEC) and in our future reports to be filed with the SEC, which are available atwww.sec.gov. Our forward-looking statements speak only as of the dates on which they are made. EyePoint undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 18, 2026
Dear Stockholders:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (Annual Meeting) of EyePoint, Inc. (the Company) will be held on June 18, 2026 at 9:00 a.m., Eastern Time. This year’s Annual Meeting will be a virtual meeting via live webcast on the Internet. You will not be able to attend the Annual Meeting in person. Instead, you will be able to attend the Annual Meeting by visiting www.meetnow.global/MUTLA4Z, for the following purposes:
To elect eight directors to the Company’s Board of Directors, each to serve until the Company’s 2027 Annual Meeting of Stockholders and until such person’s successor is duly elected and qualified.
To approve Amendment No. 3 to the EyePoint, Inc. 2023 Long-Term Incentive Plan, as amended, to increase the number of shares of common stock authorized for issuance thereunder by 4,900,000 shares.
To approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the accompanying proxy statement.
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
To transact such other business as may properly come before the meeting or any adjournment or postponement of the Annual Meeting.
The Company’s Board of Directors recommends that stockholders vote FOR ALL on Proposal No. 1 and FOR on Proposal Nos. 2, 3 & 4. During the ten days before the Annual Meeting, you may inspect a list of stockholders eligible to vote. If you would like to inspect the list, please call Jason D. Herpel, Vice President and Associate General Counsel, at (215) 817-4705 to arrange the inspection.
Stockholders of record at the close of business on April 21, 2026, the record date of the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement of the meeting.
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on June 18, 2026. Our 2026 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 are available atwww.edocumentview.com/EYPT for street holders andwww.envisionreports.com/EYPTfor registered holders.
The accompanying proxy statement includes further details with respect to the proposals to be considered at the Annual Meeting. This notice of Annual Meeting and the accompanying proxy statement contain important information and should be read in their entirety. If you are in doubt as to how you should vote at the Annual Meeting, you should seek advice from your legal counsel, accountant, or other professional adviser prior to voting.
By Order of the Board of Directors
Ron Honig
Chief Legal Officer and Company Secretary
April 27, 2026
Watertown, Massachusetts
Table of Contents
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING | 1 |
|---|---|
| DIRECTORS AND EXECUTIVE OFFICERS | 8 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 12 |
| BENEFICIAL OWNERSHIP | 24 |
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 26 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 34 |
| PROPOSAL 1: ELECTION OF EIGHT DIRECTORS | 38 |
| PROPOSAL 2: APPROVAL OF AMENDMENT NO. 3 TO 2023 LONG-TERM INCENTIVE PLAN | 39 |
| PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 45 |
| PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 46 |
| INFORMATION ABOUT STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 48 |
| DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS | 48 |
| OTHER BUSINESS | 49 |
| ANNEX A: AMENDMENT NO. 3 TO 2023 LONG TERM INCENTIVE PLAN AND THE 2023 LONG TERM INCENTIVE PLAN | A-1 |
In this proxy statement, the words “EyePoint,” “the Company,” “we,” “our,” “ours,” “us”, and similar terms refer to EyePoint, Inc. and its consolidated subsidiaries, unless the context indicates otherwise.
The Notice of 2026 Annual Meeting of Stockholders and Proxy Statement and our accompanying Annual Report on Form 10-K are being distributed and made available on or about May 4, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.