FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ARMISTICE CAPITAL, LLC
  2. Issuer Name and Ticker or Trading Symbol
EYEGATE PHARMACEUTICALS INC [EYEG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
510 MADISON AVENUE, 7TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2021
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/27/2021   C   852,500 A $ 4.8 4,199,101 I See Footnote (1)
Common Stock 07/27/2021   S   73,101 D $ 7.0602 (2) 4,126,000 I See Footnote (1)
Common Stock 07/27/2021   S   461,797 D $ 6.4549 (4) 3,664,203 I See Footnote (1)
Common Stock 07/27/2021   S   729,114 D $ 5.4397 (5) 2,935,089 I See Footnote (1)
Common Stock 07/27/2021   S   532,069 D $ 4.5877 (6) 2,403,020 I See Footnote (1)
Common Stock 07/27/2021   S   581,614 D $ 3.799 (7) 1,821,406 I See Footnote (1)
Common Stock 07/28/2021   S   375,443 D $ 3.2831 (8) 1,445,963 I See Footnote (1)
Common Stock 07/29/2021   S   400,000 D $ 3 (9) 1,045,963 I See Footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock $ 4.8 07/27/2021   C     4,092 04/17/2018   (3) Common Stock 852,500 $ 0 0 I See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ARMISTICE CAPITAL, LLC
510 MADISON AVENUE, 7TH FLOOR
NEW YORK, NY 10022
  X   X    
Armistice Capital Master Fund Ltd.
510 MADISON AVENUE, 7TH FLOOR
NEW YORK, NY 10022
  X   X    
Boyd Steven
510 MADISON AVENUE, 7TH FLOOR
NEW YORK, NY 10022
  X   X    

Signatures

 Armistice Capital, LLC, Name: By: /s/ Steven Boyd, Title: Managing Member   07/29/2021
**Signature of Reporting Person Date

 Armistice Capital Master Fund, Ltd., Name: By: /s/ Steven Boyd, Title: Director   07/29/2021
**Signature of Reporting Person Date

 /s/ Steven Boyd   07/29/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reported securities of EyeGate Pharmaceuticals, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.002 to $7.1559, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (4), (5), (6), (7), (8) and (9) to this Form 4.
(3) The Series C Convertible Preferred Stock has no expiration date and was convertible at any time at the option of the Master Fund.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.0052 to $6.9970, inclusive.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.1066 to $5.9464, inclusive.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.0011 to $4.9908, inclusive.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.5852 to $3.9402, inclusive.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.1713 to $3.4093, inclusive.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.85 to $3.24, inclusive.
 
Remarks:
Each of the Master Fund and Armistice Capital may be deemed a director by deputization of the Issuer by virtue of the fact that Steven Boyd and Keith Maher, representatives of the Master Fund and Armistice Capital, currently serve on the Issuer's board of directors

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