Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 7)*

 

Eyenovia, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

30234E 104

(CUSIP Number)

 

Tsontcho Ianchulev

295 Madison Avenue, Suite 2400

New York, NY 10017

917-289-1117

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

July 2, 2024

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

 

 

 

 

 

CUSIP No. 30234E 104  

 

1	Names of Reporting Persons.   Tsontcho Ianchulev
2	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   PF(1)
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		7	Sole Voting Power   1,465,770(1)
		8	Shared Voting Power   612,667(2)
		9	Sole Dispositive Power   1,465,770(1)
		10	Shared Dispositive Power   612,667(2)
11	Aggregate Amount Beneficially Owned by Each Reporting Person   2,078,437(1) (2)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11)   3.2% (3)
14	Type of Reporting Person   IN

(1)

Includes (i) 348,452 shares of common stock, (ii) 1,055,495 shares of common stock underlying options that are exercisable within 60 days of the date of this report and (iii) 61,823 shares of common stock underlying warrants held by Dr. Tsontcho Ianchulev directly that are exercisable within 60 days of the date of this report.

 

(2)

Includes (i) 6,000 shares of common stock held by The Meliora Trust and (ii) 606,667 shares of common stock held by Private Medical Equity, Inc.  Dr. Ianchulev is a trustee and beneficiary of The Meliora Trust and therefore may be deemed to have beneficial ownership of the shares of common stock held by The Meliora Trust. Dr. Ianchulev is one of the two principal shareholders of Private Medical Equity, Inc. and therefore may be deemed to have beneficial ownership of the shares of common stock held by Private Medical Equity, Inc.

 

(3)

Calculated based on 63,393,678 shares of common stock outstanding as of July 2, 2024, as reported in the Issuer’s Form 424B5 filed on June 28, 2024.

 

 

 

 

CUSIP No. 30234E 104

SCHEDULE 13D

 

This Amendment No. 7 on Schedule 13D (“Amendment No. 7”) amends and supplements the Schedule 13D, originally filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2018, which relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Eyenovia, Inc. (the “Issuer”), as previously amended on Schedule 13D/A, filed with the SEC on January 11, 2019, July 18, 2019, August 14, 2020, August 28, 2020, November 25, 2020 and January 24, 2023 (as amended, the “Schedule 13D”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 7. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

 

Item 1.

Security and Issuer

 

There are no changes to the Item 1 information previously filed.

 

Item 2.

Identity and Background

 

There are no changes to the Item 2 information previously filed. 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

There are no changes to the Item 3 information previously filed.

 

Item 4.

Purpose of Transaction

 

There are no changes to the Item 4 information previously filed.

 

 

 

 

Item 5.

Interest in Securities of the Issuer

 

(a)-(b) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Person (on the basis of a total of 63,393,678 shares of Common Stock outstanding as of July 2, 2024) are as follows:

 

a)		Amount beneficially owned: 2,078,437		Percentage: 3.2%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:		1,465,770(1)
	ii.	Shared power to vote or to direct the vote:		612,667(2)
	iii.	Sole power to dispose or to direct the disposition of:		1,465,770(1)
	iv.	Shared power to dispose or to direct the disposition of:		612,667(2)

 

	(1)	Includes (i) 348,452 shares of Common Stock, (ii) 1,055,495 shares of Common Stock underlying options that are exercisable within 60 days of the date of this report and (iii) 61,823 shares of Common Stock underlying warrants held by Dr. Ianchulev directly that are exercisable within 60 days of the date of this report.
	(2)	Includes (i) 6,000 shares of Common Stock held by The Meliora Trust and (ii) 606,667 shares of Common Stock held by Private Medical Equity, Inc. Dr. Ianchulev is a trustee and beneficiary of the Meliora Trust and therefore may be deemed to have beneficial ownership of the shares of Common Stock held by The Meliora Trust. Dr. Ianchulev is one of the two principal shareholders of Private Medical Equity, Inc. and, therefore, may be deemed to have beneficial ownership of the shares of Common Stock held by Private Medical Equity, Inc.

 

(c)       Each of the required transactions described in this Item 5(a) were reported on Forms 4 filed by Dr. Ianchulev with the SEC pursuant to Section 16 of the Act and are available on the SEC’s website at www.sec.gov. The information reported in such filings is expressly incorporated herein.

 

(d)       Not applicable.

 

(e)       As of July 2, 2024, the Reporting Person ceased to be the beneficial owner of more than 5% of the Issuer’s outstanding shares of Common Stock.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

There are no changes to the Item 6 information previously filed.

 

 

 

 

CUSIP No. 30234E 104

 

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.

 

Date: July 18, 2024	/s/ Tsontcho Ianchulev
	Tsontcho Ianchulev

 

 

 

 

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