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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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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) |
06/17/2025 (Date of Event Which Requires Filing of This Statement) |
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
174,175.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
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
261,263.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
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
435,438.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
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
174,175.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
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
261,263.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
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
174,175.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
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
261,263.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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
435,438.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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 Amendment No. 3 (this "Amendment") amends the Schedule 13D, filed with the Securities and Exchange Commission (the "SEC") on May 15, 2025, as amended by Amendment No. 1, filed with the SEC on June 3, 2025, and Amendment No. 2, filed with the SEC on June 13, 2025 (collectively, the "Schedule 13D"), by the Reporting Persons with respect to the common stock, par value $0.0001 per share (the "Common Stock"), of Eyenovia, Inc. ("Issuer").
Only those items that are hereby reported are amended; all other items in the Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | The information set forth in Item 2(a) of the Schedule 13D is incorporated by reference. The Reporting Persons expressly disclaim status as a "group" for purposes of this Amendment. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to the Schedule 13D as Exhibit 99.1 thereto. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Amendment except to the extent of such Reporting Person's pecuniary interest, if any, therein. | |
| (b) | The information set forth in Item 2(b) of the Schedule 13D is incorporated by reference. | |
| (c) | The information set forth in Item 2(c) of the Schedule 13D is incorporated by reference. | |
| (d) | The information set forth in Item 2(d) of the Schedule 13D is incorporated by reference. | |
| (e) | The information set forth in Item 2(e) of the Schedule 13D is incorporated by reference. | |
| (f) | The information set forth in Item 2(f) of the Schedule 13D is incorporated by reference. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Schedule 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
(a) - (c) On June 17, 2025, each of Avenue Venture Opportunities Fund, L.P., and Avenue Venture Opportunities Fund II, L.P. ("Lenders"), Avenue Capital Management II, L.P., as administrative and collateral agent ("Agent"), entered into a Fourth Amendment to Supplement to Loan and Security Agreement, as amended (the "Fourth Amendment"), with Issuer, pursuant to which, among other things, Lenders right to convert the outstanding Principal of the Growth Capital Loan was cancelled. In addition, Fund was issued a warrant to purchase 40,000 shares of Common Stock of Issuer at a purchase price of $4.00 per share (the "Fund Warrant"), and Fund II was issued a warrant to purchase 210,000 shares of Common Stock of Issuer at $4.00 per share (the "Fund II Warrant" and together with Fund Warrant, the "Warrants"). The Warrants expire on June 17, 2030, and are exercisable at any time, subject to the Blocker (as defined below). Therefore, the aggregate amount beneficially owned by the Reporting Persons excludes such Warrants. See also Item 5. Other than entering into the Fourth Amendment and the issuance of the Warrants to the Funds as reported herein, Reporting Persons have not engaged in any transaction with respect to the shares of Issuer's Common Stock. 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 Items 7-11 and Item 13 of the cover page for each Reporting Person. The Reporting Persons are subject to a blocker that limits their beneficial ownership to 9.99% of the outstanding shares of Common Stock of the Issuer (the "Blocker"). The aggregate beneficial ownership by each Reporting Person gives effect to the Blocker and therefore excludes shares of common stock issuable upon exercise of the Warrants. The Blocker of 9.99% may be changed to up to 19.99% at the Reporting Persons' election upon at least 61 days' notice to the Issuer. | |
| (b) | See Items 7 through 11 of the cover page for each Reporting Person. | |
| (c) | Not applicable. | |
| (d) | The information set for in Item 5(d) of the Schedule 13D is incorporated by reference. | |
| (e) | See Item 4. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 of the Schedule 13D is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Joint Filing Agreement by and among the Reporting Persons (filed as Exhibit 99.1 to Schedule 13D on May 15, 2025).
https://www.sec.gov/Archives/edgar/data/1682639/000182912625003724/avenueventure_ex99-1.htm | ||
| 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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