SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Eyenovia, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
30234E 104
(CUSIP Number)
Tsontcho Ianchulev
Curt LaBelle
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 11, 2019
(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 other subject to the liabilities of that section of Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Page
2
of 8
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
|
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
695,272
(1)
|
8
|
Shared Voting Power
1,206,001
(2)
|
9
|
Sole Dispositive Power
695,272
(1)
|
10
|
Shared Dispositive Power
1,206,001
(2)
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
1,901,273
(1)(2)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
|
13
|
Percent of Class Represented by Amount
in Row (11)
10.9%
|
14
|
Type of Reporting Person
IN
|
|
(1)
|
Includes 426,248 shares of common stock and 269,024 shares underlying options held by 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, (i) 606,667 shares of common stock and 140,000 shares of common stock underlying options held by Private Medical Equity, Inc. that are exercisable within 60 days of the date of this report and (ii) 453,334 shares of common stock held by PME Investor Services Eyenovia, LLC. Dr. Ianchulev and his wife are trustees and beneficiaries of the Meliora Trust. He is one of the two principal shareholders of Private Medical Equity, Inc. and a manager of PME Investor Services Eyenovia, LLC and, therefore, may be deemed to have beneficial ownership of the shares of common stock held by Private Medical Equity, Inc. and PME Investor Services Eyenovia, LLC.
|
Page
3
of 8
CUSIP No. 30234E 104
1
|
Names of Reporting Persons.
Curt LaBelle
|
2
|
Check the Appropriate Box if a Member of
a Group
(a)
¨
(b)
¨
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
PF
|
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
160,585
(1)
|
8
|
Shared Voting Power
1,200,001
(2)
|
9
|
Sole Dispositive Power
160,585
(1)
|
10
|
Shared Dispositive Power
1,200,001
(2)
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
1,360,586
(1)(2)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
|
13
|
Percent of Class Represented by Amount
in Row (11)
7.8%
|
14
|
Type of Reporting Person
IN
|
|
(1)
|
Includes 27,985 shares of common stock and 132,600 shares underlying options held by Curt LaBelle directly that are exercisable within 60 days of the date of this report.
|
|
(2)
|
Includes (i) 606,667 shares of common stock and 140,000 shares of common stock underlying options held by Private Medical Equity, Inc. that are exercisable within 60 days of the date of this report and (ii) 453,334 shares of common stock held by PME Investor Services Eyenovia, LLC. Dr. LaBelle is one of the two principal shareholders of Private Medical Equity, Inc. and a manager of PME Investor Services Eyenovia, LLC and, therefore, may be deemed to have beneficial ownership of the shares of common stock held by Private Medical Equity, Inc. and PME Investor Services Eyenovia, LLC.
|
Page
4
of 8
CUSIP No. 30234E 104
1
|
Names of Reporting Persons.
Private Medical Equity, Inc.
|
2
|
Check the Appropriate Box if a Member of
a Group
(a)
¨
(b)
¨
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
WC
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
¨
|
6
|
Citizenship or Place of Organization
|
|
|
|
Nevada
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
746,667
(1)
|
8
|
Shared Voting Power
0
|
9
|
Sole Dispositive Power
746,667
(1)
|
10
|
Shared Dispositive Power
0
|
11
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
746,667
(1)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
|
13
|
Percent of Class Represented by Amount
in Row (11)
4.3%
|
14
|
Type of Reporting Person
CO
|
|
(1)
|
Includes 606,667 shares of common stock and 140,000 shares of common stock underlying options held by Private Medical Equity, Inc. that are exercisable within 60 days of the date of this report.
|
Page
5
of 8
CUSIP No. 30234E 104
SCHEDULE 13D
This Amendment No. 2 on Schedule 13D amends
the statement on Schedule 13D, dated February 14, 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, dated January 2, 2019
filed by:
Tsontcho Ianchulev
Curt LaBelle
Private Medical Equity, Inc.,
a Nevada corporation (“PME”)
(collectively, PME with Drs.
Ianchulev and LaBelle, the “Reporting Persons”).
Except as expressly amended below,
the Schedule 13D, dated February 14, 2018, as amended on January 2, 2019, remains in effect.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration
.
|
On July 11, 2019, Drs. Ianchulev and LaBelle
purchased 233,813 and 17,985 shares of Common Stock, respectively, at a purchase price of $2.78 per share, in the Issuer’s
public offering of an aggregate of 5,046,763 shares of Common Stock (including an over-allotment of 658,273
shares of Common Stock).
|
Item
4.
|
Purpose
of the Transaction
|
The shares of Common Stock owned by the
Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Common
Stock from time to time and, subject to certain restrictions, may dispose of any or all of the Common Stock held by the Reporting
Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other
investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further
described in Item 6 below.
On July 11, 2019, Drs. Ianchulev and
LaBelle purchased 233,813 and 17,985 shares of Common Stock, respectively, at a purchase price of $2.78 per share, in the
Issuer’s public offering of an aggregate of 5,046,763 shares of Common Stock (including an over-allotment of 658,273
shares of Common Stock).
Except for the foregoing, the Reporting
Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through
(j) of Item 4 of this Amendment No. 2 to Schedule 13D.
Page
6
of 8
CUSIP No. 30234E 104
|
Item
5.
|
Interest
in Securities of the Issuer
|
(a)-(b) The aggregate number and percentage of Common Stock
beneficially owned by the Reporting Persons (on the basis of a total of 17,100,726 shares of Common Stock outstanding as of July
18, 2019) are as follows:
Tsontcho Ianchulev
a)
|
|
Amount beneficially owned: 1,901,273
|
|
Percentage: 10.9%
|
b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
695,272
(1)
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
1,206,001
(2)
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
695,272
(1)
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
1,206,001
(2)
|
|
(1)
|
Includes
426,248 shares of Common Stock and 269,024 shares of Common Stock underlying options 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, (ii) 606,667 shares of Common Stock and 140,000 shares of Common Stock underlying options held by PME that are
exercisable within 60 days of the date of this report and (iii) 453,334 shares of Common Stock held by PME Investor Services Eyenovia,
LLC. Dr. Ianchulev is one of the two principal shareholders of PME and a manager of PME Investor Services Eyenovia, LLC and, therefore,
may be deemed to have beneficial ownership of the shares of Common Stock held by PME and PME Investor Services Eyenovia, LLC.
|
Curt LaBelle
a)
|
|
Amount beneficially owned: 1,360,586
|
|
Percentage: 7.8%
|
b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
160,585
(1)
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
1,200,001
(2)
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
160,585
(1)
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
1,200,001
(2)
|
|
(1)
|
Includes
27,985 shares of Common Stock and 132,600 shares of Common Stock underlying options held by Dr. LaBelle directly that are
exercisable within 60 days of the date of this report.
|
|
(2)
|
Includes (i) 606,667 shares of Common Stock and 140,000 shares of Common Stock underlying options held by PME that are exercisable within 60 days of the date of this report and (ii) 453,334 shares of Common Stock held by PME Investor Services Eyenovia, LLC. Dr. LaBelle is one of the two principal shareholders of PME and a manager of PME Investor Services Eyenovia, LLC and, therefore, may be deemed to have beneficial ownership of the shares of Common Stock held by PME and PME Investor Services Eyenovia, LLC.
|
Private Medical Equity, Inc.
a)
|
|
Amount beneficially owned: 746,667
|
|
Percentage: 4.3%
|
b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
746,667
(1)
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
0
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
746,667
(1)
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
0
|
|
(1)
|
Includes 606,667 shares of Common Stock and 140,000 shares of Common Stock underlying options held by PME that are exercisable within 60 days of the date of this report.
|
(c) Each of the required transactions described in this Item
5(a) were reported on Forms 4 filed by Drs. Ianchulev and LaBelle with the Securities and Exchange Commission (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.
Page
7
of 8
CUSIP No. 30234E 104
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
In connection with the Issuer’s
public offering of an aggregate of 5,046,763 shares of Common Stock described in Item 4 above, Drs. Ianchulev and LaBelle
each entered into a lock-up agreement with Oppenheimer & Co. Inc. (“Oppenheimer”), as representative of the
several underwriters in the offering. Pursuant to the lock-up agreements, they each agreed that, subject to
specified exceptions, for a period of 90 days after the date of the prospectus relating to the offering, Drs. Ianchulev and
LaBelle will not directly or indirectly, without the prior written consent of Oppenheimer (i) offer, pledge, assign,
encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any shares
of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record
or beneficially; or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such transaction is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing
The foregoing description of the lock-up
agreements is not intended to be complete and is qualified in its entirety by reference to the full text of such agreements, copies
of which are filed as Exhibits 10.1 and 10.2 to this report and are incorporated by reference herein.
|
Item
7.
|
Material to be Filed as Exhibits
|
Exhibit 10.1
|
|
Lock-Up Agreement between Dr. Ianchulev
and the underwriters dated July 11, 2019.
|
Exhibit 10.2
|
|
Lock-Up Agreement between Dr. LaBelle and the underwriters dated July 11, 2019.
|
Exhibit 99.1*
|
|
Joint Filing Agreement by and among the Reporting Persons.
|
* Filed previously.
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, 2019
|
|
/s/ Tsontcho Ianchulev
|
|
|
Tsontcho Ianchulev
|
Date: July 18, 2019
|
|
/s/ Curt LaBelle
|
|
|
Curt LaBelle
|
Date: July 18, 2019
|
Private Medical Equity, Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ Tsontcho Ianchulev
|
|
|
Name: Tsontcho Ianchulev
|
|
|
Title: Member
|
|
|
|
|
|
|
|
By:
|
/s/ Curt LaBelle
|
|
|
Name: Curt LaBelle
|
|
|
Title: Member
|
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