KIORA PHARMACEUTICALS INC

For the period ended Dec 31, 2023. Filed Mar 25, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 25, 2024

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Contents

Item 15. Exhibits, Consolidated Financial Statement Schedules

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Consolidated Financial Statements

The consolidated financial statements filed as part of this report are listed on the Index to Financial Statements on page F-1.

Financial Statement Schedules

None. Financial statement schedules have been omitted since the required information is included in our Consolidated Financial Statements contained elsewhere in this Annual Report on Form 10-K.

Exhibits

The exhibits listed in the Exhibit Index are filed as a part of this Annual Report on Form 10-K.

EXHIBIT INDEX

The following exhibits are filed as part of this Annual Report on Form 10-K. Where such filing is made by incorporation by reference to a previously filed document, such document is identified.

ExhibitNumber	Description of Exhibit
2.1†††	Stock Purchase Agreement, dated as of March 7, 2016, by and among the Registrant and the Sellers named therein (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on March 7, 2016 and incorporated by reference thereto).
2.2†††	Share Purchase Agreement, dated as of December 18, 2020, by and among the Registrant and the Sellers named therein (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on December 21, 2020 and incorporated by reference thereto).
2.3†††	Stock Purchase Agreement, dated as of October 21, 2021, by and among the Registrant and the Sellers named therein (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 26, 2021 and incorporated by reference thereto).
3.1	Restated Certificate of Incorporation of the Registrant (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 20, 2015 and incorporated by reference thereto).
3.2	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, filed July 10, 2018 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 11, 2018 and incorporated by reference thereto).
3.3	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, filed August 28, 2019 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 29, 2019 and incorporated by reference thereto).
3.4	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, filed June 25, 2020 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on November 8, 2021 and incorporated by reference thereto).
3.5	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, filed September 23, 2022 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on September 26, 2022 and incorporated by reference thereto).
3.6	Certificate of Ownership and Merger of the Registrant, filed November 5, 2021 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 26, 2020 and incorporated by reference thereto).
3.7	Third Amended and Restated By-laws of the Registrant (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 4, 2022 and incorporated by reference thereto).
3.8	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 27, 2016 and incorporated by reference thereto).
3.9	Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 14, 2017 and incorporated by reference thereto).
3.10	Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on April 17, 2018 and incorporated by reference thereto).
3.11	Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on December 21, 2020 and incorporated by reference thereto).
3.12	Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 26, 2022 and incorporated by reference thereto).
3.13	Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed on June 6, 2023 and incorporated by reference thereto).
4.1	Description of Securities (previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed on March 24, 2020 and incorporated by reference thereto).
4.2	Specimen Stock Certificate evidencing the shares of common stock (previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed on July 30, 2014 and incorporated by reference thereto).
4.4	Form of Common Stock Purchase Warrant, dated June 14, 2017 (previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed on June 5, 2017 and incorporated by reference thereto).
4.5	Form of Common Stock Purchase Warrant, dated April 17, 2018 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on April 13, 2018 and incorporated by reference thereto).
4.6	Form of Common Stock Purchase Warrant, dated October 2, 2019 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on September 30, 2019 and incorporated by reference thereto).
4.7	Form of Common Stock Purchase Warrant, dated January 3, 2020 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on December 31, 2019 and incorporated by reference thereto).
4.8	Form of Common Stock Purchase Warrant, dated January 6, 2021 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on January 6, 2021 and incorporated by reference thereto).
4.9	Form of Common Stock Purchase Warrant, dated August 11, 2021 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 10, 2021 and incorporated by reference thereto).
4.10	Form of Placement Agent Warrant, dated August 11, 2021 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 10, 2021 and incorporated by reference thereto).
4.11	Form of Class A Warrant (previously filed as an exhibit to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on July 21, 2022 and incorporated by reference thereto)
4.12	Form of Class B Warrant (previously filed as an exhibit to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on July 21, 2022 and incorporated by reference thereto)
4.13	Warrant Agency Agreement, dated July 22, 2022, by and between the Registrant and VStock Transfer, LLC (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 26, 2022 and incorporated by reference thereto).
4.14	Form of Common Stock Purchase Warrant, dated November 22, 2022 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on November 21, 2022 and incorporated by reference thereto).
4.15	Form of Common Stock Purchase Warrant, dated February 3, 2023 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 3, 2023 and incorporated by reference thereto).
4.16	Form of Class C Common Stock Purchase Warrant (previously filed as an exhibit to Amendment No. 2 to the Registrant's Registration Statement on Form S-1 filed on June 1, 2023 and incorporated by reference thereto).
4.17	Form of Class D Common Stock Purchase Warrant (previously filed as an exhibit to Amendment No. 2 to the Registrant's Registration Statement on Form S-1 filed on June 1, 2023 and incorporated by reference thereto).
4.18	Warrant Agency Agreement, dated June 6, 2023, between the Registrant and VStock Transfer, LLC (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed on June 6, 2023 and incorporated by reference thereto).
4.19	Form of Tranche A Warrant (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed on February 1, 2024 and incorporated by reference thereto).
4.20	Form of Tranche B Warrant (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed on February 1, 2024 and incorporated by reference thereto).
4.21	Form of Pre-Funded Warrant (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed on February 1, 2024 and incorporated by reference thereto).
10.1#	2005 Equity Incentive Plan, as amended (previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed on July 30, 2014 and incorporated by reference thereto).
10.2#	2014 Equity Incentive Plan, as amended (previously filed as an exhibit to the Registrant’s definitive proxy statement on Schedule 14A filed on July 21, 2023 and incorporated by reference thereto).
10.3#	Employee Stock Purchase Plan (previously filed as an exhibit to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 filed on September 12, 2014 and incorporated by reference thereto).
10.4	Form of Indemnification Agreement (previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed on July 30, 2014 and incorporated by reference thereto).
10.5#	Form of Notice of Stock Option Grant pertaining to the 2014 Equity Incentive Plan (previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed on July 30, 2014 and incorporated by reference thereto).
10.6#	Form of Notice of Stock Unit Award pertaining to the 2014 Equity Incentive Plan (previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed on July 30, 2014 and incorporated by reference thereto).
10.7†	Intellectual Property License Agreement, dated as of September 26, 2018, by and between the Registrant and SentrX Animal Care, Inc. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 2, 2018 and incorporated by reference thereto).
10.8	Kiora Pharmaceuticals, Inc. Amended and Restated Change in Control Severance Plan (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on December 3, 2019 and incorporated by reference thereto).
10.9††	Exclusive Sub-License Agreement, dated as of September 12, 2013, by and between Jade Therapeutics, Inc. and Biotime, Inc. (previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed on March 4, 2020 and incorporated by reference thereto).
10.10††	Amendment No. 1 to Sub-License Agreement, dated as of September 18, 2015, by and between Jade Therapeutics, Inc. and Biotime, Inc. (previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed on March 4, 2020 and incorporated by reference thereto).
10.11††	Amendment No. 2 to Sub-License Agreement, dated as of February 17, 2016, by and between Jade Therapeutics, Inc. and Biotime, Inc. (previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed on March 4, 2020 and incorporated by reference thereto).
10.12	Registration Rights Agreement, dated as of December 18, 2020, by and among the Registrant and the Sellers listed therein (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on December 21, 2020 and incorporated by reference thereto).
10.13	Registration Rights Agreement, dated as of January 5, 2021, by and among the Registrant and the Purchasers listed therein (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on January 6, 2021 and incorporated by reference herein).
10.14#	Separation Agreement, dated as of January 31, 2022, by and between the Registrant and Stephen From. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 1, 2022 and incorporated by reference thereto)
10.15††	Patent and Know How Assignment Agreement, dated as of July 2, 2013, by and between Panoptes Pharma Ges.m.b.H and 4SC Discovery GmbH (previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed on March 25, 2021 and incorporated by reference thereto).
10.16††	Patent License Agreement, dated as of July 2, 2013, by and between Panoptes Pharma Ges.m.b.H. and 4SC Discovery GmbH (previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed on March 25, 2021 and incorporated by reference thereto).
10.17#	Employment Agreement, dated as of July 22, 2021, by and between the Registrant and Brian M. Strem (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 26, 2021 and incorporated by reference thereto).
10.18#	Employment Agreement, dated as of October 21, 2021, by and between the Registrant and Eric J. Daniels (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 26, 2021 and incorporated by reference thereto).
10.19	Consulting Agreement, dated as of March 9, 2022, by and between the Registrant and Danforth Advisors, LLC (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on April 26, 2022 and incorporated by reference thereto).
10.20#	Offer Letter, dated as of August 17, 2022, by and between the Registrant and Melissa Tosca (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on September 16, 2022 and incorporated by reference thereto).
10.21	Form of Inducement Letter, dated as of November 17, 2022, by and between the Registrant and the Holders named therein (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on November 21, 2022 and incorporated by reference thereto).
10.22	Securities Purchase Agreement, dated as of February 2, 2023, by and between the Registrant and Lincoln Park Capital Fund, LLC (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 3, 2023 and incorporated by reference thereto).
10.23	Registration Rights Agreement, dated as of February 2, 2023, by and between the Registrant and Lincoln Park Capital Fund, LLC (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 3, 2023 and incorporated by reference thereto).
10.24†††	Purchase Agreement, dated as of February 3, 2023, by and between the Registrant and Lincoln Park Capital Fund, LLC (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 3, 2023 and incorporated by reference thereto).
10.25†††	Registration Rights Agreement, dated as of February 3, 2023, by and between the Registrant and Lincoln Park Capital Fund, LLC (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 3, 2023 and incorporated by reference thereto).
10.26††	First Amendment to Intellectual Property License Agreement, dated as of June 12, 2023, between Kiora Pharmaceuticals, Inc. and Sentrx Animal Care, Inc. (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed on June 15, 2023 and incorporated by reference thereto).
10.27††	Exclusive License Agreement, dated as of June 12, 2023, between Kiora Pharmaceuticals, Inc. and Sentrx Animal Care, Inc. (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed on June 15, 2023 and incorporated by reference thereto).
10.28††	License Agreement, dated as of May 1, 2020, between Bayon Therapeutics, Inc. and the Regents of the University of California (previously filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q filed on November 9, 2023 and incorporated by reference thereto).
10.29††	First Amendment to License Agreement, dated as of November 5, 2023, between Bayon Therapeutics, Inc. and the Regents of the University of California (previously filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q filed on November 9, 2023 and incorporated by reference thereto).
10.30††	Exclusive License and Development Agreement, dated as of January 25, 2024, by and between the Registrant and Théa Open Innovation SAS (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed on January 31, 2024 and incorporated by reference thereto).
10.31†††	Form of Securities Purchase Agreement, dated as of January 31, 2024, by and between the Registrant and the purchasers named therein (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed on February 1, 2024 and incorporated by reference thereto).
10.32	Placement Agency Agreement, dated as of January 31, 2024, by and between the Registrant and Maxim Group LLC (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed on February 1, 2024 and incorporated by reference thereto).
16.1	Letter from EisnerAmper LLP regarding change in certifying accountant (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed on March 30, 2023 and incorporated by reference thereto).
21.1	Subsidiaries of the Registrant (previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed on April 15, 2022 and incorporated by reference thereto).
23.1*	Consent of EisnerAmper LLP.
23.2*	Consent of Independent Registered Public Accounting Firm.
31.1*	Certification of principal executive officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of principal financial and accounting officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*	Kiora Pharmaceuticals, Inc. Clawback Policy
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

** This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

† Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission..

†† Certain confidential portions of this exhibit were omitted because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

†††Schedules and exhibits have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

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