Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Under the Securities Exchange Act of 1934
| Eyenovia, Inc. |
| (Name of Issuer) |
| Common Stock, Par Value $0.0001 per share |
| (Title of Class of Securities) |
| 30234E 104 |
| (CUSIP Number) |
Stuart M. Grant 11 Summit Lane Greenville, DE 19807
302 449-4300 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 23, 2021 |
(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
*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).
SCHEDULE 13D
| CUSIP No. 30234E 104 | Page 2 of 5 | ||||||||
1 |
NAME OF REPORTING PERSON: Stuart M. Grant I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||||||||
| |||||||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) |
o |
||||||
|
(b) |
o |
|||||||
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) |
o |
| ||||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||
| USA | |||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER | |||||||
| 5,416,524 (1) | |||||||||
8 |
SHARED VOTING POWER | ||||||||
| 0 | |||||||||
9 |
SOLE DISPOSITIVE POWER | ||||||||
|
5,416,524 (1) | |||||||||
10 |
SHARED DISPOSITIVE POWER | ||||||||
| 0 | |||||||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||
| 5,416,524 (1) | |||||||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) |
o |
| ||||||
| (SEE INSTRUCTIONS) | |||||||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||
18.47% (2) | |||||||||
14 |
TYPE OF REPORTING PERSON | ||||||||
| IN | |||||||||
| Page 3 of 5 |
Explanatory Note: Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 4 to Schedule 13D (this “Amendment”) amends the Schedule 13D originally filed by the Reporting Person with the United States Securities and Exchange Commission (the “SEC”) on May 4, 2020 (the “Original Schedule 13D”), as amended by (i) Amendment No. 1 thereto on August 24, 2020 ( “Amendment No. 1”), (ii) Amendment No. 2 thereto on November 13, 2020 (“Amendment No. 2”) and (iii) Amendment No. 3 thereto on June 10, 2021 (“Amendment No. 3”), collectively with this Amendment are referred to as the “Schedule 13D”). Except as specifically amended by this Amendment, items in the Schedule 13D are unchanged. Capitalized terms used herein that are not defined herein have the meanings ascribed to them in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Reporting Person used an aggregate of $1,211,113.75 of his personal funds to acquire the shares of Common Stock which he acquired within the past 60 days.
| Item 4. | Purpose of Transaction. |
(a)-(j). The shares of Common Stock beneficially owned by the Reporting Person were acquired for investment purposes and not with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect. The Reporting Person, however, has become dissatisfied with the performance of the Issuer’s stock price and the ineffectiveness of its Board of Directors (the “Board”) and believes that a refreshing of the Board, with new directors bringing additional skill sets, is in the best interest of the Issuer and its stockholders. In that vein, the Reporting Person is considering nominating director candidates for election to the Board at the Issuer's next annual meeting of stockholders.
On December 23, 2021, the Reporting Person delivered two letters to the Issuer relating to (i) a demand for certain books and records of the Issuer pursuant to Section 220 of the Delaware General Corporation Law (the “Stockholder Demand”) and (ii) a stockholder proposal, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, seeking to amend the Amended and Restated Bylaws of the Issuer to add a mandatory retirement age of seventy-two (72) years for directors of the Issuer (the “Stockholder Proposal”). Each of the Stockholder Demand and the Stockholder Proposal is attached hereto, respectively, as Exhibit 1 and Exhibit 2 to this Amendment and each is incorporated by reference herein to this Item 4.
The Reporting Person may, from time to time, make proposals to the Issuer or take other actions, on his own or with other investors or potential investors, intended to increase the value of the Common Stock, including those that may result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. Such actions may include proposing a partial or full slate of directors at the next annual meeting of stockholders. The Reporting Person reserves the right to change his plan and intentions at any time as he deems appropriate.
The Reporting Person may acquire additional shares of Common Stock, dispose of all or some of his shares of Common Stock from time to time, in each case, in the open market or private transactions, block sales or purchases or otherwise, or may continue to hold the shares of Common Stock, depending on business and market conditions, his continuing evaluation of the business and prospects of the Issuer and other factors.
Except as set forth herein, the Reporting Person has no plans or proposals which would relate or results in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
| Page 4 of 5 |
| Item 5. | Interest in Securities of the Issuer. |
(a) The Reporting Person beneficially owns 5,416,524 shares of Common Stock, representing 18.47% of the Issuer’s Common Stock (1)(2). Of such shares beneficially owned, 4,739,094 shares are currently outstanding, and 677,430 shares are issuable upon exercise of the Class B Warrants of the Issuer currently owned by the Reporting Person.
(b) The Reporting Person has the sole power to vote or to direct the vote or to dispose or to direct the disposition of all of the shares of the outstanding Common Stock beneficially owned by him.
(c) During the past 60 days, the Reporting Person acquired (i) on October 25, 2021, 33,806 shares of Common Stock in market transactions at a price of $4.00 per share, (ii) on October 26, 2021, 100,000 shares of Common Stock in market transactions at a price of $4.00 per share, (iii) on October 29, 2021, 15,505 shares of Common Stock in market transactions at an average price of $3.75 per share, (iv) on November 15, 2021, 75,000 shares of Common Stock in market transactions at an average price of $3.64 per share, (v) on November 16, 2021, 25,000 shares of Common Stock at a price of $3.52 per share and (vi) on December 15, 2021, 100,000 shares of Common Stock at a price of $3.45 per share
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to be filed as Exhibits. |
Exhibit A Stockholder Demand
Exhibit B Stockholder Proposal
| Page 5 of 5 |
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 27, 2021 |
STUART M. GRANT | |
| By: | /s/ Stuart M. Grant | |
| Name | Stuart M. Grant | |
| Title | ||
FOOTNOTES
| 1. | Consists of (i) 4,739,094 shares of Common Stock and (ii) 677,430 shares of Common Stock issuable upon exercise of Class B Warrants owned by the Reporting Person. Each Class B Warrant is exercisable, until March 23, 2025, for 0.75 shares of Common Stock for a price per each full share of Common Stock of $2.4696. |
| 2. | Pursuant to Rule 13d-3(d) (1)(i), the percentage of the Issuer’s Common Stock beneficially owned by the Reporting Person is calculated by dividing the shares beneficially owned by the Reporting Person, as reported in Item 5 of this Schedule 13D, by the sum of (i) the 28,398,789 outstanding shares of Common Stock of the Issuer as of November 12, 2021, and (ii) the 919,637 shares of Common Stock issuable upon exercise of the 1,226,183 outstanding Class B Warrants of the Issuer as of September 30, 2021. The number of outstanding securities of the Issuer set forth above, are as reported in, or as derived from, the Issuer’s Form 10-Q for the period ended September 30, 2021. |
Exhibit A
Exhibit B
STUART
M. GRANT 11 Summit Lane Greenville, DE 19807 December 23, 2021 VIA HAND DELIVERY AND EMAIL
TO JOHN GANDOLFO, CHIEF FINANCIAL OFFICER AND CORPORATE SECRETARY AT JGANDOLFIZWEYENOVIABIO.COM
Eyenovia, Inc. Attention: John Gandolfo, Chief Financial Officer and Secretary 295 Madison
Avenue, Suite 2400 New York, NY 10017 Re: Eyenovia, Inc. (the "Company") Dear Mr.
Gandolfo, I, Stuart M. Grant ("1") am the beneficial owner of 4,739,094 shares
of common stock, $0.000 I par value per share of the Company (the "Common Stock"),
and have held continuously for more than one year shares representing a market value of $25,000
or more prior to and including the date hereof. This letter shall serve as notice to the
Company of my timely submission of a stockholder proposal pursuant to Rule 14a-8 promulgated
under the Securities Exchange Act of 1934, as amended ("Rule 14a-8") for presentation
to the Company's stockholders at the Company's next annual meeting of stockholders, anticipated
to be held in June 2022, or any postponement, adjournment or special meeting held in lieu
thereof (the "Meeting"). My Rule 14a-8 proposal (the "Proposal") is as
follows: PROPOSAL RESOLVED, that stockholders amend the Amended and Restated Bylaws of Eyenovia,
Inc. ("Eyenovia" or the "Company") to add the following provision to
Article III, Section 3.3: "No person may be elected or re-elected as a director, if
at the time of their election or re-election, such person shall have attained the age of
seventy-two (72) years. Any director who attained such age while in office shall retire from
the Board of Directors effective at the Annual Meeting of Stockholders held in the calendar
year in which their then current term expires, and any such director shall not be nominated
or re-elected as a director; provided, however, that if no Annual Meeting of Stockholders
is held in such calendar year, any director who attained such age while in office shall retire
effective the last day of such calendar year. The foregoing shall not have the effect of
disqualifying a director nominee who is standing for election or is elected at the corporation's
2022 annual meeting of stockholders. This Section 3.3 may be amended only by a majority of
the voting power of all of the outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single class."
SUPPORTING STATEMENT Healthy companies often refresh their boards of directors in order to
allow for the introduction of fresh ideas, skillsets and perspectives, which in turn helps
for better corporate oversight. I believe that board refreshment is necessary to protect
the independence of a hoard. This is buttressed by the U.S. Spencer Stuart Board Index's
2021 report, which states that 70% of all S&P 500 companies currently have established
a mandatory retirement age for their directors. Eyenovia's lack of a retirement policy does
not, in my view, align with corporate governance best practices and I believe that the establishment
of a mandatory retirement policy at age 72 will help spur refreshment of directors, ideas
and diversity to the benefit of all stockholders. I recommend that you vote in favor of this
Proposal. END OF PROPOSAL Pursuant to Rule 14a-8(b)(2)(ii)(B), attached in Exhibit A are
copies of my Schedule 13D and Form 4 filings made with the Securities and Exchange Commission
verifying that I continuously and beneficially owned shares of Common Stock having a market
value of $25,000 or more for at least one year prior to the date of the submission of the
above Proposal. As evidenced by the attached, as of the date hereof, I have continuously
held the required number of shares of Common Stock for greater than a one-year period. I
intend to continue to hold shares of Common Stock having a market value of not less than
$25,000 through the date of the Meeting. I represent that I have the power to invest, vote,
or direct the vote of such Common Stock and have full power and authority to submit the Proposal
on my behalf. Please notify me as soon as possible if you would like any further information
or if you believe this notice is deficient in any way or if additional information is required
so that I may promptly provide it to you in order to cure any deficiency. Thank you for your
time and consideration. Very truly yours, Dec 23 2021 04:53PM HP Fax By: cc: Dr. Tsontcho
lanchulev Megan Gates, Esquire Name: Stuart M. Grant E-A,,lark- A Schulte Roth&Zabel
LLP 919 Third Avenue New York, NY 10022 212.756.2000 212.593.5955 fax www.srz.corn Writer's
Direct Number Writer's E-mail Address 212.756.2471