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Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
FCPR Ventech A | 574,763 | 0 | 574,763 | 0 | 574,763 | 3.5% |
FCPR Ventech B | 608,873 | 0 | 608,873 | 0 | 608,873 | 3.7% |
FCPR Ventech Coinvest | 961 | 0 | 961 | 0 | 961 | 0.0% |
FCPR Ventech Capital II | 1,589,121 | 0 | 1,589,121 | 0 | 1,589,121 | 9.7% |
Alain Caffi | 2,773,718 | 0 | 2,773,718 | 0 | 2,773,718 | 16.8% |
Jean Bourcereau | 2,773,718 | 0 | 2,773,718 | 0 | 2,773,718 | 16.8% |
Page 1 of 11 – SEC Filing
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).
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Page 2 of 11 – SEC Filing
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 (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 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) filed
with the Securities and Exchange Commission (the “SEC”) on June 12, 2017.
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Page 3 of 11 – SEC Filing
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 (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 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.
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Page 4 of 11 – SEC Filing
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 (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 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.
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Page 5 of 11 – SEC Filing
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 (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 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.
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Page 6 of 11 – SEC Filing
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 (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 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.
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Page 7 of 11 – SEC Filing
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 (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 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.
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Page 8 of 11 – SEC Filing
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. |
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Page 9 of 11 – SEC Filing
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 person 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.
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Page 10 of 11 – SEC Filing
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.
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Page 11 of 11 – SEC Filing
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 |