UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)
Eyegate Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
30233M 107
(CUSIP Number)
J. Fraser
Collin, 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)
February 19, 2015
(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. ¨
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) ¨ (b) ¨
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| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS WC
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| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION France
| |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 576,302 shares*
|
| 8 | SHARED VOTING POWER 0 shares
| |
| 9 | SOLE DISPOSITIVE POWER 576,302 shares*
| |
| 10 | SHARED DISPOSITIVE POWER 0 shares
| |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 576,302 shares*
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0%**
| |
| 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 6,328,604 shares of Common Stock issued and outstanding as reported by the Issuer in its Prospectus (the “Prospectus”) filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission (the “SEC”) on February 13, 2015.
| 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) ¨ (b) ¨
| |
| 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) ¨
| |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
| |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 610,371 shares*
|
| 8 | SHARED VOTING POWER 0 shares
| |
| 9 | SOLE DISPOSITIVE POWER 610,371 shares*
| |
| 10 | SHARED DISPOSITIVE POWER 0 shares
| |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 610,371 shares*
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6%**
| |
| 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 6,328,604 shares of Common Stock issued and outstanding as reported by the Issuer the Prospectus.
| 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
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| 2 | Check The Appropriate Box If A Member Of A Group (a) ¨ (b) ¨
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| 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) ¨
| |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
| |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 965 shares
|
| 8 | SHARED VOTING POWER 0 shares
| |
| 9 | SOLE DISPOSITIVE POWER 965 shares
| |
| 10 | SHARED DISPOSITIVE POWER 0 shares
| |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 965 shares
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%*
| |
| 14 | TYPE OF REPORTING PERSON OO
| |
*The percentage was calculated based on 6,328,604 shares of Common Stock issued and outstanding as reported by the Issuer in the Prospectus.
| 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
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| 2 | Check The Appropriate Box If A Member Of A Group (a) ¨ (b) ¨
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| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS WC
| |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) ¨
| |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
| |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 1,651,540 shares*
|
| 8 | SHARED VOTING POWER 0 shares
| |
| 9 | SOLE DISPOSITIVE POWER 1,651,540 shares*
| |
| 10 | SHARED DISPOSITIVE POWER 0 shares
| |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,651,540 shares*
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.5%**
| |
| 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 6,328,604 shares of Common Stock issued and outstanding as reported by the Issuer in the Prospectus.
| 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) ¨ (b) ¨
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| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS AF
| |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) ¨
| |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
| |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 2,839,178 shares*
|
| 8 | SHARED VOTING POWER 0 shares
| |
| 9 | SOLE DISPOSITIVE POWER 2,839,178 shares*
| |
| 10 | SHARED DISPOSITIVE POWER 0 shares
| |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,839,178 shares*
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.3%**
| |
| 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 6,328,604 shares of Common Stock issued and outstanding as reported by the Issuer in the Prospectus.
| 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) ¨ (b) ¨
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| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS AF
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| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) ¨
| |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
| |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 2,839,178 shares*
|
| 8 | SHARED VOTING POWER 0 shares
| |
| 9 | SOLE DISPOSITIVE POWER 2,839,178 shares*
| |
| 10 | SHARED DISPOSITIVE POWER 0 shares
| |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,839,178 shares*
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.3%**
| |
| 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 6,328,604 shares of Common Stock issued and outstanding as reported by the Issuer in the Prospectus.
| CUSIP No. 30233M 107 | 13D | Page 8 of 11 |
| Item 1. | Security and Issuer. |
This statement 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.
| Item 2. | Identity and Background. |
| (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. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Registration Statement on Form S-1 filed with the SEC by the Issuer on February 4, 2015 (File No. 333-197725) (the “S-1”) in connection with its initial public offering of 683,250 shares of Common Stock (the “IPO”), was declared effective on February 12, 2015. The closing of the IPO took place on February 19, 2015, and at such closing, the Reporting Person purchased an aggregate of 102,777 shares of Common Stock (the “IPO Shares”). Immediately prior to the closing of the IPO, shares of the Issuer’s preferred stock held by the Reporting Persons converted into 2,138,812 shares of Common Stock (the “Preferred Shares”). Also immediately prior to the closing of the IPO, certain convertible promissory notes held by the Reporting Persons converted into 362,230 shares of Common Stock pursuant to the terms of such convertible promissory notes (the “Note Shares”). The Reporting Persons also hold warrants to purchase an aggregate 235,359 shares of Common Stock (the “Warrants”). The Reporting Persons beneficially hold an aggregate of 2,839,178 shares of the Common Stock, as a result of the aggregate holdings of the IPO Shares, the Preferred Shares, the Note Shares, and the Warrants (collectively, the “Shares”).
| CUSIP No. 30233M 107 | 13D | Page 9 of 11 |
The working capital of the Investment Funds was the source of the funds for the purchase of the Shares. No part of the purchase price of the Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading, or voting the Shares.
| Item 4. | Purpose of Transaction. |
The Reporting Persons acquired 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. |
| (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 6,328,604 shares of Common Stock reported in the Prospectus to be outstanding immediately following the close of the IPO. |
| (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) | Except as set forth in Item 3 above, 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. |
| Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. |
The Reporting Persons have entered into a lock-up agreement, in substantially the form presented as an exhibit in Item 7 below (“Lockup”), with the underwriters of the IPO pursuant to which they have generally agreed, subject to certain conditions and exceptions, not to directly or indirectly: (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock until August 11, 2015, without the prior written consent of the Aegis Capital Corp., as representative of the underwriters; provided, that the Lockup does not apply to the IPO Shares.
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 — Agreement regarding filing of joint Schedule 13D.
Exhibit 2 — Form of Lockup (included as part of Exhibit 1.1 of the S-1 and incorporated herein by reference).
| 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.
Date: March 3, 2015
| 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 |