{"url_path":"/sec/kphmw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1372514/0001372514-26-000047-index.html","accession_number":"0001372514-26-000047","cik":"0001372514","ticker":"KPRX","issuer_name":"KIORA PHARMACEUTICALS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1372514/0001372514-26-000047-index.html","primary_entity_key":"0001372514","primary_entity_name":"KIORA PHARMACEUTICALS INC"},"word_count":447,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\nUnregistered Sales of Equity Securities\n\nOn April 6, 2026, we entered into a private placement for 438,471 shares of common stock, pre-funded warrants to purchase up to 1,527,711 shares of common stock, and accompanying Tranche A-1 and Tranche A-2 warrants to purchase up to an aggregate of 9,830,908 shares of common stock. The total net proceeds from the private placement were approximately $5.0 million.\n\nThe Tranche A-1 warrants are exercisable for up to 7,864,727 shares of common stock at an exercise price of $1.94 per share for an aggregate of up to approximately $15.3 million and will expire at the earlier of (i) 30 calendar days following the announcement of our entering into a definitive agreement for a strategic transaction that results in the material expansion of the potential commercial market opportunity of our therapeutic assets and (ii) nine months from the initial exercise date of April 6, 2026.\n\nThe Tranche A-2 warrants are exercisable for up to 1,966,182 shares of common stock at an exercise price of $1.94 per share for an aggregate of up to approximately $3.8 million and will expire at the earlier of (i) 30 days following the announcement of enrollment with respect to a Phase 3 clinical trial of an asset owned or licensed by us and (ii) four years from the initial exercise date of April 6, 2026.\n\nThe offers, sales and issuances of the securities described in this Item 2 were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.\n\nRepurchase of Equity Securities\n\nWe did not repurchase any of our registered equity securities during the period covered by this Quarterly Report on Form 10-Q.\n\nNet Share Settlement of Restricted Stock Awards\n\nThe following table provides information with respect to shares of common stock withheld by the Company for net settlement of restricted stock awards during the three months ended March 31, 2026:\n\n33\n\n[Table of Contents](#i0c6f9439d9f548028359cf9328d1fd98_7)\n\nNumber of Shares9\nAverage Cost per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs\n\nJanuary 2026— $— — — \n\nFebruary 2026— $— — — \n\nMarch 2026500 $2.02 — — \n\nTotal500 $2.02 — —"}