Filing Details
- Accession Number:
- 0001829126-25-003724
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-14 20:00:00
- Filed By:
- Avenue Venture Opportunities Fund, L.P.
- Company:
- Eyenovia Inc.
- Filing Date:
- 2025-05-15
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Avenue Venture Opportunities Fund, L.P. | 0 | 0 | 0 | 0 | 2,393,199 | 27.2% |
| Avenue Venture Opportunities Fund II, L.P. | 0 | 0 | 0 | 0 | 3,589,799 | 40.7% |
| Avenue Capital Management II, L.P. | 5,982,998 | 0 | 5,982,998 | 0 | 5,982,998 | 67.9% |
| Avenue Venture Opportunities Partners, LLC | 0 | 0 | 0 | 0 | 2,393,199 | 27.2% |
| Avenue Venture Opportunities Partners II, LLC | 0 | 0 | 0 | 0 | 3,589,799 | 40.7% |
| GL Venture Opportunities Partners, LLC | 0 | 0 | 0 | 0 | 2,393,199 | 27.2% |
| GL Venture Opportunities Partners II, LLC | 0 | 0 | 0 | 0 | 3,589,799 | 40.7% |
| Marc Lasry | 0 | 0 | 0 | 0 | 5,982,998 | 67.9% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
EYENOVIA, INC. (Name of Issuer) |
COMMON STOCK, par value $0.0001 per share (Title of Class of Securities) |
30234E203 (CUSIP Number) |
Andrew Schinder Avenue Capital Group, 11 West 42nd Street, 9th Floor New York, NY, 10036 (212) 878-3520 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 30234E203 |
| 1 |
Name of reporting person
Avenue Venture Opportunities Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,393,199.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Aggregate amount owned includes 12,247 shares of common stock held directly by Reporting Person and 2,380,952 shares of common stock issuable upon conversion of a loan to Issuer in the principal amount of $4.0 million. Such loan is convertible at any time at lender's option at a per share conversion price of $1.68.
(2) Percent of class is based on 8,813,546 shares of Issuer's common stock outstanding as of April 11, 2025.
SCHEDULE 13D
|
| CUSIP No. | 30234E203 |
| 1 |
Name of reporting person
Avenue Venture Opportunities Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,589,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Aggregate amount owned includes 18,371 shares of common stock held directly by Reporting Person and 3,571,428 shares of common stock issuable upon conversion of a loan to Issuer in the principal amount of $6.0 million. Such loan is convertible at any time at lender's option at a per share conversion price of $1.68.
(2) Percent of class is based on 8,813,546 shares of Issuer's common stock outstanding as of April 11, 2025.
SCHEDULE 13D
|
| CUSIP No. | 30234E203 |
| 1 |
Name of reporting person
Avenue Capital Management II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,982,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
(1) Avenue Capital Management II, L.P. is a registered investment adviser and is the manager ("Manager") of each of Avenue Venture Opportunities Fund, L.P. ("Fund") and Avenue Venture Opportunities Fund II, L.P. ("Fund II", and with Fund, the "Funds"). The general partner of each of Fund and Fund II has delegated all management authority to Manager and therefore, Manager has sole voting and dispositive power over all securities of Issuer held by the Funds but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein.
(2) Percent of class is based on 8,813,546 shares of Common Stock of Issuer outstanding as of April 11, 2025.
SCHEDULE 13D
|
| CUSIP No. | 30234E203 |
| 1 |
Name of reporting person
Avenue Venture Opportunities Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,393,199.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Avenue Venture Opportunities Partners, LLC ("AVOP") is the general partner of Fund. AVOP has delegated voting and dispositive power over securities held by Fund to Manager and disclaims beneficial ownership of securities held by Fund, except to the extent of its pecuniary interest, if any, therein.
(2) Percent of class is based on 8,813,546 shares of Issuer's common stock outstanding as of April 11, 2025.
SCHEDULE 13D
|
| CUSIP No. | 30234E203 |
| 1 |
Name of reporting person
Avenue Venture Opportunities Partners II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,589,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Avenue Venture Opportunities Partners II, LLC ("AVOPII") is the general partner of Fund II. AVOPII has delegated voting and dispositive power over securities held by Fund II to Manager and disclaims beneficial ownership of securities held by Fund II, except to the extent of its pecuniary interest, if any, therein..
(2) Percent of class is based on 8,813,546 shares of Issuer's common stock outstanding as of April 11, 2025.
SCHEDULE 13D
|
| CUSIP No. | 30234E203 |
| 1 |
Name of reporting person
GL Venture Opportunities Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,393,199.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) GL Venture Opportunities Partners, LLC ("GLVOP") is the managing member of AVOP, the general partner of Fund. GLVOP has no voting or dispositive power over securities held by Fund and disclaims beneficial ownership of securities held by Fund, except to the extent of its pecuniary interest, if any, therein.
(2) Percent of class is based on 8,813,546 shares of Issuer's common stock outstanding as of April 11, 2025.
SCHEDULE 13D
|
| CUSIP No. | 30234E203 |
| 1 |
Name of reporting person
GL Venture Opportunities Partners II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,589,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) GL Venture Opportunities Partners II, LLC ("GLVOPII") is the managing member of AVOPII, the general partner of Fund II. GLVOPII has no voting or dispositive power over securities held by Fund II and disclaims beneficial ownership of securities held by Fund II, except to the extent of its pecuniary interest, if any, therein.
(2) Percent of class is based on 8,813,546 shares of Issuer's common stock outstanding as of April 11, 2025.
SCHEDULE 13D
|
| CUSIP No. | 30234E203 |
| 1 |
Name of reporting person
Marc Lasry | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,982,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Marc Lasry is the beneficial owner of GLVOP and GLVOPII and therefore, is the ultimate beneficial owner of the Funds. Mr. Lasry does not have voting or dispositive power over securities held by the Funds.
(2) Percent of class is based on 8,813,546 shares of Issuer's common stock outstanding as of April 11, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
COMMON STOCK, par value $0.0001 per share | |
| (b) | Name of Issuer:
EYENOVIA, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
23461 South Pointe Drive, Suite 390, Laguna Hills,
CALIFORNIA
, 92653. | |
Item 1 Comment:
This Schedule 13D relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Eyenovia, Inc. ("Issuer"). | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed jointly by Avenue Venture Opportunities Fund, L.P., a Delaware limited partnership; Avenue Venture Opportunities Fund II, L.P., a Delaware limited partnership; Avenue Capital Management II, L.P., a Delaware limited partnership; Avenue Venture Opportunities Partners, LLC, a Delaware limited liability company; Avenue Venture Opportunities Partners II, LLC, a Delaware limited liability company; GL Venture Opportunities Partners, LLC, a Delaware limited liability company; GL Venture Opportunities Partners II, LLC, a Delaware limited liability company; and Marc Lasry, an individual and citizen of the United States, who are collectively referred to herein as "Reporting Persons". | |
| (b) | The address of each Reporting Person is Avenue Capital Group, 11 West 42nd Street, 9th Floor, New York, New York 10036 | |
| (c) | Each of Avenue Venture Opportunities Fund, L.P. ("Fund") and Avenue Venture Opportunities Fund II, L.P. ("Fund II") is a venture debt fund. Avenue Capital Management II, L.P., is a registered investment adviser and the manager of each of Fund and Fund II ("Manager"). Avenue Venture Opportunities Partners, LLC ("AVOP") is the general partner of Fund, Avenue Venture Opportunities Partners II, LLC ("AVOPII") is the general partner of Fund II. GL Venture Opportunities Partners, LLC ("GLVOP") is the managing member of AVOP, the general partner of Fund. GL Venture Opportunities Partners II, LLC ("GLVOPII") is the managing member of AVOPII, the general partner of Fund II. Marc Lasry is the managing member of GLVOP and GLVOPII and a founder of Avenue Capital Group, a global investment firm. | |
| (d) | During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Within the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | See Item 2(a). | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Investment capital of Fund and Fund II. | ||
| Item 4. | Purpose of Transaction | |
(a) - (c) On November 22, 2022, Fund and Fund II entered into a Loan and Security Agreement, and related agreements (collectively, the "Agreement"), by and among Issuer, as borrower, Fund and Fund II, as lenders, and Manager, as administrative agent and collateral agent, pursuant to which lenders agreed to fund an initial Growth Capital Loan (as defined in the Agreement) in the aggregate original principal amount of $10,000,000. As consideration for the commitment, lenders received an equity grant equal to 547,807 shares of Issuer's common stock. Effective as of Issuer's one-for-eighty reverse stock split on January 31, 2025, the number of such shares was reduced to 6,847 shares. Lenders initially had the right to convert up to $5 million of principal into common stock of Issuer at a conversion price of $2.148. On February 21, 2025, pursuant to a Second Amendment to the Supplement to the Agreement, at any time on or after April 1, 2025, lenders acquired the right to convert up to $10 million of principal at $1.68 per share.
The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the common stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as they may deem appropriate in light of the circumstances existing from time to time, which may include disposal of some or all of the shares of common stock currently owned by the Reporting Persons or otherwise acquired by them pursuant to conversion of debt or in privately negotiated transactions. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the common stock by applicable law.
Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no additional plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Item 11 of the cover page for each Reporting Person. | |
| (b) | See Items 7 through 10 of the cover page for each Reporting Person. | |
| (c) | Not applicable. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or power to direct the receipt of dividends from, or the proceeds from the sale of, Issuer's securities. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D, which agreement is attached hereto as Exhibit 99.1 to this Schedule 13D
Except as described herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Joint Filing Agreement by and among the Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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