Sec Form 13D Filing - Ventech Capital II filing for KIORA PHARMACEUTICALS INC (KPRX) - 2017-06-16

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

EyeGate Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

30233M 107

(CUSIP Number)

 

Stephen Brook, Esq.
Burns & Levinson LLP

125 Summer Street

Boston, MA 02110

(617) 345-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 14, 2017

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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. 30233M 107

13D

Page 2 of 11

 

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FCPR Ventech A
2	Check The Appropriate Box If A Member Of A Group (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 574,763 shares*
	8	SHARED VOTING POWER 0 shares
	9	SOLE DISPOSITIVE POWER 574,763 shares*
	10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 574,763 shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5%**
14	TYPE OF REPORTING PERSON OO

*Includes 62,384 shares of Common Stock issuable upon exercise of warrants beneficially owned by the Reporting Person.

** The percentage was calculated based on the 16,274,778 shares of Common Stock outstanding as of June 14, 2017 as reported in the Issuer’s Prospectus pursuant to Rule 424(b)(4) f iled with the Securities and Exchange Commission (the “SEC”) on June 12, 2017.

 

 

CUSIP No. 30233M 107

13D

Page 3 of 11

 

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FCPR Ventech B
2	Check The Appropriate Box If A Member Of A Group (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 608,873 shares*
	8	SHARED VOTING POWER 0 shares
	9	SOLE DISPOSITIVE POWER 608,873 shares*
	10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 608,873 shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%**
14	TYPE OF REPORTING PERSON OO

*Includes 15,668 shares of Common Stock issuable upon exercise of warrants beneficially owned by the Reporting Person.

** The percentage was calculated based on the 16,274,778 shares of Common Stock outstanding as of June 14, 2017 as reported in the Issuer’s Prospectus pursuant to Rule 424(b)(4) filed with the SEC on June 12, 2017.

 

 

CUSIP No. 30233M 107

13D

Page 4 of 11

 

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FCPR Ventech Coinvest
2	Check The Appropriate Box If A Member Of A Group (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 961 shares
	8	SHARED VOTING POWER 0 shares
	9	SOLE DISPOSITIVE POWER 961 shares
	10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 961 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%*
14	TYPE OF REPORTING PERSON OO

* The percentage was calculated based on the 16,274,778 shares of Common Stock outstanding as of June 14, 2017 as reported in the Issuer’s Prospectus pursuant to Rule 424(b)(4) filed with the SEC on June 12, 2017.

 

 

CUSIP No. 30233M 107

13D

Page 5 of 11

 

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FCPR Ventech Capital II
2	Check The Appropriate Box If A Member Of A Group (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,589,121 shares*
	8	SHARED VOTING POWER 0 shares
	9	SOLE DISPOSITIVE POWER 1,589,121 shares*
	10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,589,121 shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%**
14	TYPE OF REPORTING PERSON OO

*Includes 157,307 shares of Common Stock issuable upon exercise of warrants beneficially owned by the Reporting Person.

** The percentage was calculated based on the 16,274,778 shares of Common Stock outstanding as of June 14, 2017 as reported in the Issuer’s Prospectus pursuant to Rule 424(b)(4) filed with the SEC on June 12, 2017.

 

 

CUSIP No. 30233M 107

13D

Page 6 of 11

 

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Alain Caffi
2	Check The Appropriate Box If A Member Of A Group (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,773,718 shares*
	8	SHARED VOTING POWER 0 shares
	9	SOLE DISPOSITIVE POWER 2,773,718 shares*
	10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,773,718 shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.8%**
14	TYPE OF REPORTING PERSON IN

*Includes 235,359 shares of Common Stock issuable upon exercise of warrants beneficially owned by the Reporting Person.

** The percentage was calculated based on the 16,274,778 shares of Common Stock outstanding as of June 14, 2017 as reported in the Issuer’s Prospectus pursuant to Rule 424(b)(4) filed with the SEC on June 12, 2017.

 

 

CUSIP No. 30233M 107

13D

Page 7 of 11

 

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Jean Bourcereau
2	Check The Appropriate Box If A Member Of A Group (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,773,718 shares*
	8	SHARED VOTING POWER 0 shares
	9	SOLE DISPOSITIVE POWER 2,773,718 shares*
	10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,773,718 shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.8%**
14	TYPE OF REPORTING PERSON IN

*Includes 235,359 shares of Common Stock issuable upon exercise of warrants beneficially owned by the Reporting Person.

** The percentage was calculated based on the 16,274,778 shares of Common Stock outstanding as of June 14, 2017 as reported in the Issuer’s Prospectus pursuant to Rule 424(b)(4) filed with the SEC on June 12, 2017.

 

 

CUSIP No. 30233M 107

13D

Page 8 of 11

 

Item 1.    Security and Issuer.

 

This Amendment No. 1 amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons (as defined below) with the SEC on March 3, 2015, and relates to the common stock, $.01 par value (the “Common Stock”) of EyeGate Pharmaceuticals, Inc. (the “Issuer”), having its principal executive office at 271 Waverley Oaks Road, Suite 108, Waltham, MA 02452. This Amendment No. 1 is being filed to update the percentage of Common Stock of the Issuer beneficially owned by the Reporting Persons as a result of dilution due to equity issuances by the Issuer. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Unless otherwise indicated, each capitalized term used by not defined herein shall have the meaning assigned to such term in the Schedule 13D.

 

Item 2.    Identity and Background.

 

Item 2 is hereby amended and supplemented as follows:

 

(a)

This statement is being filed by:

 

(i)

FCPR Ventech A, a Fonds Communs de Placement à Risque, or investment fund;

 

(ii)

FCPR Ventech B, an investment fund;

 

(iii)

FCPR Ventech Coinvest, an investment fund;

 

(iv)

FCPR Ventech Capital II, an investment fund;

 

(v)

Alain Caffi, as a director of Ventech SA, a French Société Anonyme (corporation) (“Ventech”), with voting and investment power with respect to the foregoing entities; and

 

(vi)

Jean Bourcereau, as a director of Ventech, with voting and investment power with respect to the foregoing entities.

 

The persons named in this Item 2(a) are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.” The persons named in Item 2(a)(ii) through Item 2(a)(iv) are referred to individually herein as an “Investment Fund” and collectively as the “Investment Funds.”

 

(b)

The address of the principal business office of each Reporting Person is 47, avenue de l’Opéra, Paris, France 75002.

 

(c)

The principal business of each Investment Fund is to make, hold, and dispose of equity and equity related investments.

 

(d)

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding.

 

(e)

During the five years prior to the date hereof, none of the Reporting Persons has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)

Each of the Investment Funds is a French Fonds Communs de Placement à Risque. Each of Alain Caffi and Jean Bourcereau are French citizens.

 

 

CUSIP No. 30233M 107

13D

Page 9 of 11

 

Item 4.    Purpose of Transaction.

 

Item 4 is hereby amended and supplemented as follows:

 

The Reporting Persons acquired the shares reported on this schedule (the “Shares”) for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, the Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

 

(a)

The acquisition by any per son of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

 

(f)

Any other material change in the Issuer’s business or corporate structure;

 

(g)

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 

(j)

Any action similar to any of those enumerated above.

 

Item 5.    Interest in Securities of the Issuer.

 

Item 5 is hereby amended and supplemented as follows:

 

(a)

The Investment Funds are the record owners of the Shares set forth on each Reporting Person’s respective cover sheet. As the directors of Ventech, Alain Caffi and Jean Bourcereau may be deemed to beneficially own the Shares.

 

Each Reporting Person disclaims beneficial ownership of the Shares other than those shares which such person owns of record.

 

The percentage of outstanding Common Stock which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 16,274,778 shares of Common Stock outstanding as of June 14, 2017 as reported in the Issuer’s Prospectus pursuant to Rule 424(b)(4) filed with the SEC on June 12, 2017.

 

(b)

Regarding the number of shares as to which such person has:

 

(i)        sole power to vote or to direct the vote: See line 7 of the cover sheets.

 

(ii)       shared power to vote or to direct the vote: See line 8 of the cover sheets.

 

  

CUSIP No. 30233M 107

13D

Page 10 of 11

 

(iii)      sole power to dispose or to direct the disposition: See line 9 of the cover sheets.

 

(iv)      shared power to dispose or to direct the disposition: See line 10 of the cover sheets.

 

(c)

None of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

 

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.

 

(e)

Not applicable.

 

As a result primarily of offerings of Common Stock by the Issuer in August 2015, June 2016 and June 2017, the Reporting Persons’ ownership in the Issuer as reported on the original Schedule 13D has been diluted.

 

Item 7.    Material to be Filed as Exhibits.

 

Exhibit 1 — Agreement regarding filing of joint Schedule 13D.

 

 

CUSIP No. 30233M 107

13D

Page 11 of 11

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

FCPR Ventech A
By: /s/ Jean Bourcereau
Jean Bourcereau, Director
FCPR Ventech B
By: /s/ Jean Bourcereau
Jean Bourcereau, Director
FCPR Ventech Coinvest
By: /s/ Jean Bourcereau
Jean Bourcereau, Director
FCPR Ventech Capital II
By: /s/ Jean Bourcereau
Jean Bourcereau, Director
/s/ Alain Caffi
Alain Caffi
/s/ Jean Bourcereau
Jean Bourcereau