Kiora Pharmaceuticals Inc S-1, filed Feb 3, 2023

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Kiora Pharmaceuticals Inc (KPRX)

S-1 2023-02-03

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Added on October 23, 2026

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ABOUT THIS PROSPECTUS			i

PROSPECTUS SUMMARY			1

THE OFFERING			9

RISK FACTORS			11

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			14

MARKET FOR COMMON STOCK			16

DIVIDEND POLICY			16

USE OF PROCEEDS			17

THE LINCOLN PARK TRANSACTION			18

SELLING STOCKHOLDER			26

PLAN OF DISTRIBUTION			28

DESCRIPTION OF OUR CAPITAL STOCK			31

LEGAL MATTERS			34

EXPERTS			34

WHERE YOU CAN FIND MORE INFORMATION			34

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			35

Shares of our common stock offered by the selling stockholder:		Up to 1,052,798 shares of our Common Stock consisting of: ●      52,798 shares of Common Stock issued to Lincoln Park in the Private Placement; and ●      up to 1,000,000 shares of our Common Stock that we may issue and sell to Lincoln Park from time to time in the Committed Equity Financing under the Purchase Agreement from and after the Commencement Date.

Shares of our common stock outstanding prior to this offering		1,849,270 shares of our Common Stock, which includes the 52,798 shares issued to Lincoln Park in the Private Placement.
Shares of our common stock to be outstanding after giving effect to the issuance of the additional 1,000,000 shares of our Common Stock reserved for issuance and sale under the Purchase Agreement		2,849,270 shares of our Common Stock. The actual number of shares outstanding after this offering will vary depending upon the actual number of shares of Common Stock we elect to sell to Lincoln Park in the Committed Equity Financing under the Purchase Agreement from and after the Commencement Date.
Use of proceeds		We will receive no proceeds from the sale of shares of our Common Stock by Lincoln Park in this offering. We have received $200,000 aggregate gross proceeds under the Securities Purchase Agreement from our sale to Lincoln Park of 52,798 shares of Common Stock and warrants to purchase up to an aggregate of 105,596 shares of Common Stock on February 3, 2023 in the Private Placement. We may also receive up to $10.0 million aggregate gross proceeds from any sales of shares of our Common Stock we elect to make to Lincoln Park in the Committed Equity Financing pursuant to the Purchase Agreement after the Commencement Date, assuming that we sell the full amount of our Common Stock that we have the right, but not the obligation to sell to Lincoln Park under the Purchase Agreement. Any proceeds that we receive from sales of shares of our Common Stock to Lincoln Park in the Committed Equity Financing, together with the proceeds we received from Lincoln Park in the Private Placement, will be used to support our operations, including clinical trials, for working capital and for other general corporate purposes. See “Use of Proceeds.”

Risk factors		Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus, for a discussion of information that should be considered in connection with an investment in our securities.
Nasdaq Capital Market symbol		Our Common Stock is listed on The Nasdaq Capital Market under the symbol “KPRX.” On February 2, 2023, the last reported sale price of our Common Stock on The Nasdaq Capital Market was $3.56.

	●	the lowest sale price for our Common Stock on the purchase date for such shares of our Common Stock; and

	●	the average of the three lowest closing sale prices for our Common Stock during the 10 consecutive business days ending on the business day immediately preceding the purchase date of such shares of our Common Stock.

	●	20% of the aggregate number of shares of our Common Stock traded during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase Date, the portion of the normal trading hours on the applicable Accelerated Purchase Date prior to such time that any one of such thresholds is crossed, which period of time on the applicable Accelerated Purchase Date we refer to as the Accelerated Purchase Measurement Period; and

	●	200% of the number of purchase shares purchased pursuant to the corresponding Regular Purchase.

	●	the volume weighted average price of our Common Stock during the Accelerated Purchase Measurement Period on the applicable Accelerated Purchase Date; and

	●	the closing sale price of our Common Stock on the applicable Accelerated Purchase Date.

	●	the effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by Lincoln Park of our Common Stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;

	●	suspension by our principal market of our Common Stock from trading for a period of one business day;

	●	the de-listing of our Common Stock from the Nasdaq Capital Market, our principal market, provided our Common Stock is not immediately thereafter trading on the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American, the NYSE Arca, or the OTCQX Best Market or the OTCQB Venture Market operated by OTC Markets Group Inc. (or nationally recognized successor thereto);

	●	any breach of the representations or warranties or covenants contained in the Purchase Agreement or Registration Rights Agreement that has or could have a material adverse effect on us and, in the case of a breach of a covenant that is reasonably curable, that is not cured within five business days;

	●	any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us;

	●	if at any time we are not eligible to transfer our Common Stock electronically; or

	●	if at any time the Exchange Cap (to the extent applicable under the terms of the Purchase Agreement) is reached and our stockholders have not approved the issuance of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules.

Assumed Average Purchase Price Per Share			Number of Registered Shares of our Common Stock to be Issued if Full Purchase(1)		Percentage of Outstanding Shares of our Common Stock After Giving Effect to the Issuance to Lincoln Park(2)			Gross Proceeds from the Sale of Shares of our Common Stock to Lincoln Park Under the Purchase Agreement(1)
$	2.00			1,000,000		35.1	%		2,000,000
$	3.00			1,000,000		35.1	%	$	3,000,000
$	3.56	(3)		1,000,000		35.1	%	$	3,560,000
$	4.00			1,000,000		35.1	%	$	4,000,000
$	5.00			1,000,000		35.1	%	$	5,000,000

(1)	Although the Purchase Agreement provides that we may sell up to $10.0 million of our Common Stock to Lincoln Park, we are only registering 1,052,798 shares of our Common Stock for resale under this prospectus, including 52,798 shares issued to Lincoln Park in the Private Placement, which may or may not cover all the shares of our Common Stock we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the purchase price per share.
(2)	The denominator is based on 1,849,270 shares of our Common Stock outstanding as of February 3, 2023 (including the 52,798 shares we issued to Lincoln Park in the Private Placement), adjusted to include the number of shares of our Common Stock set forth in the adjacent column which we would have sold to Lincoln Park in the Committed Equity Financing pursuant to the Purchase Agreement, assuming the purchase price in the adjacent column. The numerator is based on the number of shares of our Common Stock issuable under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column, without giving effect to the Exchange Cap, or the Beneficial Ownership Cap, and excludes the shares issued to Lincoln Park in the Private Placement.
(3)	The closing sale price per share of our Common Stock on February 2, 2023.

Name of Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering⁽²⁾					Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus⁽³⁾		Number of Shares of Common Stock Owned After Offering
	Number		Percent					Number (4)		Percent
Lincoln Park Capital Fund, LLC⁽¹⁾		186,000		9.99	%		1,052,798		284,642		9.99	%

	●	ordinary brokers’ transactions;

	●	transactions involving cross or block trades;

	●	through brokers, dealers, or underwriters who may act solely as agents;

	●	“at the market” into an existing market for the shares of our Common Stock;

	●	in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

	●	in privately negotiated transactions; or

	●	any combination of the foregoing.

Securities and Exchange Commission registration fee	$	413
Legal Fees and Expenses		50,000
Accounting Fees and Expenses		25,000
Miscellaneous Fees and Expenses		30,000
Total	$	105,413

	(1)	On September 29, 2019, we entered into a Securities Purchase Agreement with Armistice Capital Master Fund, Ltd. (the “Investor”), pursuant to which we issued to the Investor in a private placement 15,000 shares of common stock and warrants to purchase 15,000 shares of common stock for an aggregate purchase price of $1.875 million. The private placement closed on October 2, 2019. The warrants have an exercise price of $125 per share, subject to adjustments as provided under the terms of the warrants, and became exercisable on the six month anniversary of their issuance date. The warrants are exercisable for five years from the issuance date.

	(2)	On December 31, 2019, we entered into a Securities Purchase Agreement with certain institutional investors providing for the issuance of 12,500 shares of common stock with total gross proceeds of $5.0 million. The closing of the offering occurred on January 3, 2020. H.C. Wainwright & Co., LLC acted as the placement agent in connection with the offering. We agreed to pay the placement agent an aggregate fee equal to 7% of the aggregate gross proceeds received by from the sale of the securities in the transaction plus a management fee equal to 1% of the aggregate gross proceeds received from the sale of the securities in the transaction. In addition, we also agreed to issue to the placement agent or its designees warrants to purchase up to 625 shares of common stock. The warrants have an exercise price of $500 per share of common stock, and will be exercisable for five years from the effective date of the offering.

	(3)	On December 18, 2020, we entered into a Share Purchase Agreement with the shareholders of Panoptes Pharma Ges.m.b.H (“Panoptes”). Pursuant to the agreement, we acquired all of the outstanding equity interests of Panoptes, and Panoptes became a wholly-owned subsidiary of the Company. The consideration paid by us to the former shareholders of Panoptes at closing in connection with the acquisition, after adjustment as provided in the Share Purchase Agreement and including consideration paid to the sellers’ financial advisor, was comprised of (i) 22,106 shares of the common stock, (ii) 45.8923 shares of Series D Convertible Preferred convertible into an aggregate of 325 shares of common stock, and (iii) cash payments in an aggregate amount of approximately $220,577. Additionally, 1,500 shares of Series D Preferred Stock convertible into an aggregate of approximately 10,617 shares of common stock may be issued after a period of 18 months subject to adjustments for potential post-closing working capital and/or indemnification claims relating to breaches of representations, warranties and covenants contained in the Share Purchase Agreement. The Series D Convertible Preferred Stock has a stated value of $1,000 per share and a conversion price of $141.284 per share. The Series D Convertible Preferred Stock is only entitled to dividends in the event dividends are paid on shares of common stock and will not have any preferences over shares of common stock or any voting rights, except in limited circumstances.

	(4)	On January 5, 2021, we entered into a Securities Purchase Agreement with the Investor, pursuant to which we agreed to issue to the Investor in a private placement 1,531,101 shares of its common stock and warrants to purchase 38,278 shares of common stock for an aggregate purchase price of approximately $8.0 million. The private placement closed on January 6, 2021. The warrants have an exercise price of $209 per share and became exercisable on the six month anniversary of their issuance date. The warrants are exercisable for five years from the issuance date.

	(5)	On August 9, 2021, we entered into a Securities Purchase Agreement with several institutional and accredited investors for the sale of 116,721 shares common stock in a registered direct offering. Concurrently with the sale of the shares, we also sold to the investors unregistered warrants to purchase up to an aggregate of 58,361 shares of common stock. The gross proceeds to us from the offerings were approximately $10.75 million, before deducting the placement agent’s fees and other offering expenses, and excluding the proceeds, if any, from the exercise of the warrants. Subject to certain ownership limitations, the warrants were immediately exercisable upon issuance at an exercise price equal to $89.60 per share of common stock, subject to adjustments as provided under the terms of the warrants. The warrants are exercisable for five and one-half years from the initial exercise date. The closing occurred on August 11, 2021. We agreed to pay H.C. Wainwright & Co., LLC, the placement agent for the offerings, an aggregate cash fee equal to 7% of the aggregate gross proceeds received from the offerings plus a management fee equal to 1% of the aggregate gross proceeds received from the sale of the securities in the offerings. In addition, we also agreed to issue to the placement agent or its designees warrants to purchase up to 5,836 shares of common stock. The warrants have an exercise price of $115.124 per share of common stock, and will be exercisable for five years from the commencement of the sales pursuant to the offering.

	(6)	On October 21, 2021, we entered into a Stock Purchase Agreement with the former stockholders of Bayon Therapeutics, Inc. (“Bayon”). Pursuant to the agreement, we acquired all of the outstanding equity interests of Bayon, and Bayon became our wholly-owned subsidiary of the Company. The consideration paid by us to the former Bayon stockholders at closing in connection with the acquisition, after adjustment as provided in the agreement, was comprised of 845 shares of common stock. In addition to the consideration set forth above, the former Bayon stockholders are eligible to receive up to $7.1 million in additional payments based on clinical trial and FDA approval milestones for Bayon’s product candidates, as set forth in the agreement. In each case, we may elect to pay the applicable milestone payment either (i) in cash, or (ii) by issuing shares of common stock, provided that we may not issue shares of common stock under the agreement that, in the aggregate, exceed 5% of the number of shares of common stock outstanding immediately prior to the consummation of the acquisition unless approval of the Company’s stockholders is obtained.

(7)		On November 17, 2022, we entered into Inducement Letters with certain investors from our August 2022 public offering pursuant to which such investors agreed to exercise for cash all of their Class A Warrants to purchase 654,609 shares of our Common Stock originally issued in the Public Offering in exchange for our agreement to issue new Inducement Warrants on substantially the same terms as the Class A Warrants, except as described below, to purchase up to 654,609 shares of Common Stock, in the Private Placement. Each Inducement Warrant is exercisable at a price per share of common stock of $5.97. Each Inducement Warrant will initially be exercisable six months following its date of issuance, and will expire on the 18 month anniversary of their initial exercise date.

(8)		On February 2, 2023, we entered into a securities purchase agreement with Lincoln Park whereby we issued 52,798 shares of Common Stock and warrants to purchase 105,596 shares of Common Stock to Lincoln Park in the Private Placement. The combined purchase price in the Private Placement was $3.788 per share and two warrants. Each warrant is exercisable at a price per share of common stock of $3.538, will initially be exercisable six months following its date of issuance, and will expire on the five year anniversary of its initial exercise date.

(9)		On February 3, 2023, we entered into the Purchase Agreement with Lincoln Park, pursuant to which we have the right to sell to Lincoln Park up to $10.0 million in shares of Common Stock, subject to certain limitations, from time to time over the 36 month period commencing on the date that a registration statement covering the resale of the shares is declared effective by the SEC.

Exhibit Number			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 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).
3.6			Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, filed September 26, 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).
3.7			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			Form of 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).
4.1			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).

4.2			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).
4.3			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).
4.4			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).
4.5			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).
4.6			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).
4.7			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).
4.8			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).
4.9			Form of Class A Warrant (previously filed as an exhibit to Amendment No.3 to the Registrant’s Registration Statement on Form S-1/A filed on July 21, 2022 and incorporated by reference thereto).
4.10			Form of Class B Warrant (previously filed as an exhibit to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1/A filed on July 21, 2022 and incorporated by reference thereto).
4.11			Form of Warrant Agency Agreement 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).
4.12			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).
4.13			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).
5.1*			Opinion of Burns & Levinson LLP.
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 Quarterly Report on Form 10-Q filed on August 12, 2021 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 Consulting, 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 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).

10.22**			Purchase Agreement dated February 3, 2023 by and between the Registrant and Lincoln Park Capital, LLC (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 3, 2023 and incorporated herein by reference thereto).
10.23			Securities Purchase Agreement dated February 2, 2023 by and between the Registrant and Lincoln Park Capital, LLC (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 3, 2023 and incorporated herein by reference thereto).
10.24			Registration Rights Agreement dated February 2, 2023 by and between the Registrant and Lincoln Park Capital, LLC (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 2, 2023 and incorporated herein by reference thereto).
10.25**			Registration Rights Agreement dated February 3, 2023 by and between the Registrant and Lincoln Park Capital, LLC (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 3, 2023 and incorporated herein 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 Burns & Levinson LLP (included in Exhibit 5.1).
24.1*			Power of Attorney (see signature page hereto).
107*			Calculation of Registration Fee

	*	Filed herewith.

	**	Schedules and exhibits have been omitted 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.

	††	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.

	#	Management contract or compensatory plan or arrangement.

	KIORA PHARMACEUTICALS, INC.

	By:	/s/ Brian M. Strem, Ph.D.
		Brian M. Strem, Ph.D.
		President and Chief Executive Officer

Signature	Title	Date
/s/ Brian M. Strem, Ph.D.	President, Chief Executive Officer and Director	February 3, 2023
Brian M. Strem, Ph.D.	(principal executive officer)

/s/ Melissa Tosca	Executive Vice President of Finance	February 3, 2023
Melissa Tosca	(principal financial and accounting officer)

/s/ Paul Chaney	Chairman	February 3, 2023
Paul Chaney

/s/ Kenneth Gayron	Director	February 3, 2023
Kenneth Gayron

/s/ Praveen Tyle	Director	February 3, 2023
Praveen Tyle

/s/ David Hollander	Director	February 3, 2023
David Hollander

/s/ Aron Shapiro	Director	February 3, 2023
Aron Shapiro

/s/ Erin Parsons	Director	February 3, 2023
Erin Parsons

	Very truly yours,

	/s/ BURNS & LEVINSON LLP

	BURNS & LEVINSON LLP