FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EYENOVIA, INC. [ EYEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/24/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $.0001 | 03/24/2020 | P | 82,431 | A | $2.27(1) | 508,679 | D | |||
Common Stock, par value $.0001 | 606,667 | I | By Private Medical Equity, Inc.(2) | |||||||
Common Stock, par value $.0001 | 6,000 | I | By The Meliora Trust(2) | |||||||
Common Stock, par value $.0001 | 453,333 | I | By PME Investor Services Eyenovia, LLC(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Class A Warrant | $2.27(3) | 03/24/2020 | P | 41,216(4) | 03/24/2020 | 03/24/2021 | Common Stock | 41,216 | (1) | 41,216 | D | ||||
Class B Warrant | $2.724(3) | 03/24/2020 | P | 61,823(4) | 03/24/2020 | 03/24/2025 | Common Stock | 61,823 | (1) | 61,823 | D | ||||
Stock Option (right to buy) | $1.95 | (5) | 07/07/2027 | Common Stock | 267,370 | 267,370 | D | ||||||||
Stock Option (right to buy) | $6.2 | (6) | 07/24/2028 | Common Stock | 124,210 | 124,210 | D | ||||||||
Stock Option (right to buy) | $3.11 | (7) | 08/16/2029 | Common Stock | 183,703 | 183,703 | D | ||||||||
Stock Option (right to buy) | $1.24 | 03/23/2015 | 03/23/2025 | Common Stock | 140,000 | 140,000 | I | By Private Medical Equity, Inc.(2) |
Explanation of Responses: |
1. On March 24, 2020, the Reporting Person purchased Units from the Issuer in a private placement, with each Unit consisting of (a) one share of the Issuer's common stock, (b) a Class A Warrant representing the right to acquire 0.5 shares of the Issuer's common stock and (c) a Class B Warrant representing the right to acquire 0.75 shares of the Issuer's common stock. The purchase price for each Unit was $2.42625 of which $2.27 was for the share of the Issuer's common stock, $0.06250 was for the Class A Warrant and $0.09375 was for the Class B Warrant. |
2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
3. The exercise price per share of the Issuer's common stock issuable upon exercise of the Class A and Class B Warrants is subject to adjustment for stock splits, stock dividends and similar corporate events. |
4. The number of shares of Issuer common stock issuable upon exercise of the Class A and Class B Warrants is subject to adjustment for stock splits, stock dividends and similar corporate events. |
5. The option became exercisable as to 11,140 shares on August 7, 2017 and becomes exercisable in equal 11,140 share amounts on each of the 35 one-month anniversaries thereafter. |
6. This option is fully vested. |
7. One-third of the option becomes exercisable on August 16, 2020 and the remaining shares underlying the option become exercisable in equal increments on each of the 24 one-month anniversaries thereafter. |
Remarks: |
/s/ S. Halle Vakani, Attorney-in-Fact | 03/26/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |