SEC Form SC 13D/A filed by Eyegate Pharmaceuticals, Inc. (Amendment)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)*

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 30233M503

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 30233M503

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 3 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:

Item 4 of the Schedule 13D is supplemented as follows:

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.  The Shares reported to be beneficially owned by the Reporting Persons are based on 7,097,912 Shares outstanding as of May 10, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on May 12, 2021, plus the 852,500 Shares issued pursuant to the conversion of the Series C Convertible Preferred Stock as disclosed in Item 5(c) below.  Of the 2,916,101 Shares beneficially owned by the Reporting Persons, 2,131,101 of such Shares are issuable upon exercise of warrants beneficially owned by the Reporting Persons.  The amount of Shares issuable upon exercise of warrants beneficially owned by the Reporting Persons are limited due to the beneficial ownership limitations applicable to certain of the warrants as disclosed in this Schedule 13D, as amended.

Armistice Capital is the investment manager of the Master Fund, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund.  Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund.  The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.

(c) On July 27, 2021, the Reporting Persons on behalf of the Master Fund converted 4,092 shares of the Issuer’s Series C Convertible Preferred Stock and received 852,500 Shares at the applicable $4.80 conversion price.  In addition, all other transactions by the Reporting Persons (on behalf of the Master Fund) effected during the past 60 days are set forth in Schedule A below and such information is incorporated herein by reference.

(d) The disclosure in Item 2 is incorporated herein by reference.

(e) Not applicable.

Item 6 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:

The information in Item 5(c) regarding the conversion of Series C Preferred Stock is incorporated herein by reference.

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

SCHEDULE A

TRANSACTIONS

Except as otherwise disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons (on behalf of the Master Fund) with respect to Shares effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on August 3, 2021. Except as otherwise noted, all such transactions were purchases or sales of Shares effected in the open market, and the table excludes commissions paid in per share prices.

Sale of Common Stock			07/30/2021				68,188				2.6920	(8)
Sale of Common Stock			08/02/2021				192,775				2.4020	(9)

(1) The reported price is a weighted average price. These Shares were traded in multiple transactions at prices ranging from $7.002 to $7.1559. The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission (the “Staff”), upon request, full information regarding the number of Shares traded at each separate price within the range set forth in this footnote.

(2) The reported price is a weighted average price. These Shares were traded in multiple transactions at prices ranging from $6.0052 to $6.9970. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of Shares traded at each separate price within the range set forth in this footnote.

(3) The reported price is a weighted average price. These Shares were traded in multiple transactions at prices ranging from $5.1066 to $5.9464. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of Shares traded at each separate price within the range set forth in this footnote.

(4) The reported price is a weighted average price. These Shares were traded in multiple transactions at prices ranging from $4.0011 to $4.9908. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of Shares traded at each separate price within the range set forth in this footnote.

(5) The reported price is a weighted average price. These Shares were traded in multiple transactions at prices ranging from $3.5852 to $3.9402. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of Shares traded at each separate price within the range set forth in this footnote.

(6) The reported price is a weighted average price. These Shares were traded in multiple transactions at prices ranging from $3.1713 to $3.4093. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of Shares traded at each separate price within the range set forth in this footnote.

(7) The reported price is a weighted average price. These Shares were traded in multiple transactions at prices ranging from $2.85 to $3.24. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of Shares traded at each separate price within the range set forth in this footnote.