Sec Form 3 Filing - Avenue Capital Management II, L.P. @ EYENOVIA, INC. - 2025-01-31

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Avenue Capital Management II, L.P.
2. Issuer Name and Ticker or Trading Symbol
EYENOVIA, INC. [ EYEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AVENUE CAPITAL GROUP, 11 WEST 42ND STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2025
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 30,619 I See footnotes 2 and 5. ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Convertible Debt $ 2.148 11/22/2022 ( 3 ) Common Stock 2,327,747 ( 4 ) I ( 5 ) See footnotes 2 and 5.
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Avenue Capital Management II, L.P.
C/O AVENUE CAPITAL GROUP
11 WEST 42ND STREET, 9TH FLOOR
NEW YORK, NY10036
X
Avenue Venture Opportunities Fund, L.P.
11 WEST 42ND STREET
9TH FLOOR
NEW YORK, NY10036
X
Avenue Venture Opportunities Fund II, L.P.
11 WEST 42ND STREET, 9TH FLOOR
NEW YORK, NY10036
X
LASRY MARC
C/O AVENUE CAPITAL GROUP
11 WEST 42ND STREET, 9TH FLOOR
NEW YORK, NY10036
X
Signatures
Andrew Schinder, Attorney-in-Fact 06/03/2025
Signature of Reporting Person Date
/s/ Andrew Schinder, Attorney-in-Fact 06/03/2025
Signature of Reporting Person Date
/s/ Andrew Schinder, Attorney-in-Fact 06/03/2025
Signature of Reporting Person Date
/s/ Andrew Schinder, Attorney-in-Fact 06/03/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 31, 2025, Issuer effected a one-for-eighty reverse stock split, which resulted in the Reporting Persons becoming subject to Section 16.
( 2 )Avenue Capital Management II, L.P. ("ACM II") is the investment manager of Avenue Venture Opportunities Fund, L.P. ("AVOF") and Avenue Venture Opportunities Fund II, L.P. ("AVOF II"), each of which directly holds the securities reported in this Form 3, as to a 40% and 60% interest therein, respectively. ACM II has sole voting and investment power over the securities and may be deemed to have, but disclaims, beneficial ownership of such securities except to the extent of its pecuniary interest, if any, therein.
( 3 )Not applicable.
( 4 )On November 22, 2022, ACM II, as "Agent", and AVOF and AVOF II, as "Lenders", entered into a Loan and Security Agreement and related documents (collectively, the "Agreement") with Issuer pursuant to which Lenders had the right in their discretion at any time and from time to time, while the Growth Capital Loans (as defined in the Agreement) were outstanding, to convert an aggregate of up to $5,000,000 of the aggregate principal amount outstanding into Issuer's common stock at the conversion rate of $2.148 per share. The number of shares reported in Table II represents the shares issuable to Lenders upon such conversion.
( 5 )Avenue Venture Opportunities Partners, LLC ("AVOP") and Avenue Venture Opportunities Partners II, LLC ("AVOP II") are the general partners of AVOF and AVOF II, respectively. GL Venture Opportunities Partners, LLC ("GLVOP") and GL Venture Opportunities Partners II, LLC ("GLVOP II") are the managing members of AVOP and AVOP II, respectively. AVOP, AVOP II, GLVOP and GLVOP II disclaim beneficial ownership of the securities except to the extent of their beneficial interest, if any, therein. Marc Lasry is the beneficial owner of GLVOP and GLVOP II and therefore is the ultimate beneficial owner of AVOF and AVOF II.

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