EyePoint Pharmaceuticals Inc美股招股说明书(2025-10-14版)

EyePoint Pharmaceuticals, Inc. Common Stock We are offering $150million of shares of our common stock, par value $0.001 per share, at a public offeringprice of $per share of common stock. Our common stock is listed on The Nasdaq Global Market under the symbol “EYPT.” On October13, 2025, theclosing price of our common stock, as reported on The Nasdaq Global Market, was $13.34 per share. (1)See “Underwriting” beginning on pageS-21of this prospectus supplement for additional information regarding total underwriting compensation. We have granted the underwriters an option for a period of 30 days to purchase up to an additional $22.5millionof shares of our common stock at the public offering price, less the underwriting discounts and commissions. Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties referenced under the heading “Risk Factors” onpageS-5of this prospectussupplement,page6 of the accompanying prospectus and in the documents that are incorporated hereinby reference. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock against payment on or about, 2025. J.P.Morgan Citigroup Table of Contents Table of contents Prospectus supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSNOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDS DILUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TONON-U.S.HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSFORWARD-LOOKING STATEMENTSMARKET, INDUSTRY AND OTHER DATASUMMARYRISK FACTORSUSE OF PROCEEDSPLAN OF DISTRIBUTIONGENERAL DESCRIPTION OF OUR SECURITIESDESCRIPTION OF OUR COMMON STOCKDESCRIPTION OF OUR PREFERRED STOCKDESCRIPTION OF OUR WARRANTSDESCRIPTION OF OUR DEBT SECURITIESDESCRIPTION OF OUR UNITSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCELEGAL MATTERSEXPERTS Table of Contents About this prospectus supplement This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on FormS-3that went effectiveupon our filing with the Securities and Exchange Commission, or SEC, October14, 2025. Under the shelf registration statement process,we may from time to time offer and sell any combination of the securities described in the accompanying prospectus, of which thisprospectus forms a part. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and also adds to andupdates information contained in the accompanying prospectus and the documents incorporated by reference herein or therein. Thesecond part, the accompanying prospectus, including the documents incorporated by reference into the accompanying prospectus,provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined.To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in theaccompanying prospectus or any document incorporated by reference herein or therein filed prior to the date of this prospectussupplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents isinconsistent with a statement in another document having a later date—for example, a document incorporated by reference in theaccompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. Neither we nor the underwriters have authorized anyone to provide information different from that contained in this prospectussupplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in this offering. If anyoneprovides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters take any responsibility for,and can provide no assurance as to the reliability of, any other information that others may provide. Neither the delivery of this prospectussupplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in this offering, nor the sale ofour common stock means that information contained in this prospectus supplement, the accompanying prospectus and any free writingprospectus that we have authorized for use in this offering, is correct after their respective dates. It is important for you to read andconsider all information contained in this prospectus supplement and the accompanying prospectus, including the information incorporat