Investment Firm Builds Major Position in Eye Disease Treatment Company Eyenovia

Rhea-AI Filing Summary

Avenue Capital Management II has filed a Schedule 13D/A (Amendment No. 3) regarding their holdings in Eyenovia, reporting significant ownership changes through multiple investment vehicles. The filing reveals:

Key Investment Vehicles & Holdings:

• Avenue Venture Opportunities Fund L.P. owns 174,175 shares (4.0%)
• Avenue Venture Opportunities Fund II L.P. holds 261,263 shares (5.99%)
• Avenue Capital Management II L.P. controls 435,438 shares (9.99%)

The funds collectively hold warrants to purchase an additional 250,000 shares at $4.00 per share, though these are subject to a 9.99% beneficial ownership blocker. Total shares outstanding as of June 5, 2025: 4,358,755. Avenue Capital Management II L.P. serves as the manager with sole voting and dispositive power over all securities held by the funds.

Positive

• Avenue Capital Management II, L.P. has accumulated a significant 9.99% ownership stake in Eyenovia through multiple investment vehicles
• The investment funds hold warrants to purchase an additional 250,000 shares at $4.00 per share, indicating potential for increased ownership

Negative

• None.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

EYENOVIA, INC.

(Name of Issuer)

COMMON STOCK, par value $0.0001 per share

(Title of Class of Securities)

30234E203

(CUSIP Number)

Andrew Schinder
Avenue Capital Group,, 11 West 42nd Street, 9th Floor
New York, NY, 10036
(212) 878-3520

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

06/17/2025

(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.

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. 30234E203

1

Name of reporting person

Avenue Venture Opportunities Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

174,175.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Aggregate amount owned includes 174,175 shares of common stock held directly by Avenue Venture Opportunities Fund, L.P ("Fund"), but excludes 40,000 shares of common stock issuable upon exercise of a warrant to purchase shares of Issuer's common stock. Such warrant is exercisable at any time at Fund's option at a per share exercise price of $4.00. As more fully described in Item 5, aggregate beneficial ownership by the Reporting Persons is limited to a 9.99% blocker, and the aggregate amount beneficially owned in row 11 and the percentage set forth in row 13 give effect to such blocker for each Reporting Person. (2) Percent of class is based on 4,358,755 shares of Issuer's common stock outstanding as of June 5, 2025.

SCHEDULE 13D

CUSIP No. 30234E203

1

Name of reporting person

Avenue Venture Opportunities Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

261,263.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.99 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Aggregate amount owned includes 261,263 shares of common stock held directly by Avenue Venture Opportunities Fund II, L.P. ("Fund II"), but excludes 210,000 shares of common stock issuable upon exercise of a warrant to purchase shares of common stock. Such warrant is exercisable at any time at Fund II's option at a per share exercise price of $4.00. As more fully described in Item 5, aggregate beneficial ownership by the Reporting Persons is limited to a 9.99% blocker, and the aggregate amount beneficially owned in row 11 and the percentage set forth in row 13 give effect to such blocker for each Reporting Person. (2) Percent of class is based on 4,358,755 shares of Issuer's common stock outstanding as of June 5, 2025.

SCHEDULE 13D

CUSIP No. 30234E203

1

Name of reporting person

Avenue Capital Management II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 435,438.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 435,438.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

435,438.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

(1) Avenue Capital Management II, L.P. is a registered investment adviser and is the manager ("Manager") of each of Fund and Fund II, (the "Funds"). The general partner of each of Fund and Fund II has delegated all management authority to Manager and therefore, Manager has sole voting and dispositive power over all securities of Issuer held by the Funds but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. As more fully described in Item 5, aggregate beneficial ownership by the Reporting Persons is limited to a 9.99% blocker, and the aggregate amount beneficially owned in row 11 and the percentage set forth in row 13 give effect to such blocker for each Reporting Person. (2) Aggregate amount beneficially owned excludes Warrants to purchase an aggregate of 250,000 shares of common stock held by the Funds. (3) Percent of class is based on 4,358,755 shares of Common Stock of Issuer outstanding as of June 5, 2025.

SCHEDULE 13D

CUSIP No. 30234E203

1

Name of reporting person

Avenue Venture Opportunities Partners, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

174,175.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Avenue Venture Opportunities Partners, LLC ("AVOP") is the general partner of Fund. AVOP has delegated voting and dispositive power over securities held by Fund to Manager and disclaims beneficial ownership of securities held by Fund, except to the extent of its pecuniary interest, if any, therein. As more fully described in Item 5, aggregate beneficial ownership by the Reporting Persons is limited to a 9.99% blocker, and the aggregate amount beneficially owned in row 11 and the percentage set forth in row 13 give effect to such blocker for each Reporting Person. (2) Percent of class is based on 4,358,755 shares of Issuer's common stock outstanding as of June 5, 2025.

SCHEDULE 13D

CUSIP No. 30234E203

1

Name of reporting person

Avenue Venture Opportunities Partners II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

261,263.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.99 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Avenue Venture Opportunities Partners II, LLC ("AVOPII") is the general partner of Fund II. AVOPII has delegated voting and dispositive power over securities held by Fund II to Manager and disclaims beneficial ownership of securities held by Fund II, except to the extent of its pecuniary interest, if any, therein. As more fully described in Item 5, aggregate beneficial ownership by the Reporting Persons is limited to a 9.99% blocker, and the aggregate amount beneficially owned in row 11 and the percentage set forth in row 13 give effect to such blocker for each Reporting Person. (2) Percent of class is based on 4,358,755 shares of Issuer's common stock outstanding as of June 5, 2025.

SCHEDULE 13D

CUSIP No. 30234E203

1

Name of reporting person

GL Venture Opportunities Partners, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

174,175.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) GL Venture Opportunities Partners, LLC ("GLVOP") is the managing member of AVOP, the general partner of Fund. GLVOP has no voting or dispositive power over securities held by Fund and disclaims beneficial ownership of securities held by Fund, except to the extent of its pecuniary interest, if any, therein. As more fully described in Item 5, aggregate beneficial ownership by the Reporting Persons is limited to a 9.99% blocker, and the aggregate amount beneficially owned in row 11 and the percentage set forth in row 13 give effect to such blocker for each Reporting Person. (2) Percent of class is based on 4,358,755 shares of Issuer's common stock outstanding as of June 5, 2025.

SCHEDULE 13D

CUSIP No. 30234E203

1

Name of reporting person

GL Venture Opportunities Partners II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

261,263.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.99 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) GL Venture Opportunities Partners II, LLC ("GLVOPII") is the managing member of AVOPII, the general partner of Fund II. GLVOPII has no voting or dispositive power over securities held by Fund II and disclaims beneficial ownership of securities held by Fund II, except to the extent of its pecuniary interest, if any, therein. As more fully described in Item 5, aggregate beneficial ownership by the Reporting Persons is limited to a 9.99% blocker, and the aggregate amount beneficially owned in row 11 and the percentage set forth in row 13 give effect to such blocker for each Reporting Person. (2) Percent of class is based on 4,358,755 shares of Issuer's common stock outstanding as of June 5, 2025.

SCHEDULE 13D

CUSIP No. 30234E203

1

Name of reporting person

Marc Lasry

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

435,438.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Marc Lasry is the beneficial owner of GLVOP and GLVOPII and therefore is the ultimate beneficial owner of the Funds. Mr. Lasry does not have voting or dispositive power over securities held by the Funds. As more fully described in Item 5, aggregate beneficial ownership by the Reporting Persons is limited to a 9.99% blocker, and the aggregate amount beneficially owned in row 11 and the percentage set forth in row 13 give effect to such blocker for each Reporting Person. (2) Percent of class is based on 4,358,755 shares of Issuer's common stock outstanding as of June 5, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: COMMON STOCK, par value $0.0001 per share
(b)	Name of Issuer: EYENOVIA, INC.
(c)	Address of Issuer's Principal Executive Offices: 23461 South Pointe Drive, Suite 390, Laguna Hills, CALIFORNIA , 92653.
Item 1 Comment: This Amendment No. 3 (this "Amendment") amends the Schedule 13D, filed with the Securities and Exchange Commission (the "SEC") on May 15, 2025, as amended by Amendment No. 1, filed with the SEC on June 3, 2025, and Amendment No. 2, filed with the SEC on June 13, 2025 (collectively, the "Schedule 13D"), by the Reporting Persons with respect to the common stock, par value $0.0001 per share (the "Common Stock"), of Eyenovia, Inc. ("Issuer"). Only those items that are hereby reported are amended; all other items in the Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	The information set forth in Item 2(a) of the Schedule 13D is incorporated by reference. The Reporting Persons expressly disclaim status as a "group" for purposes of this Amendment. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to the Schedule 13D as Exhibit 99.1 thereto. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Amendment except to the extent of such Reporting Person's pecuniary interest, if any, therein.
(b)	The information set forth in Item 2(b) of the Schedule 13D is incorporated by reference.
(c)	The information set forth in Item 2(c) of the Schedule 13D is incorporated by reference.
(d)	The information set forth in Item 2(d) of the Schedule 13D is incorporated by reference.
(e)	The information set forth in Item 2(e) of the Schedule 13D is incorporated by reference.
(f)	The information set forth in Item 2(f) of the Schedule 13D is incorporated by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 3 of the Schedule 13D is incorporated herein by reference.
Item 4.	Purpose of Transaction
	(a) - (c) On June 17, 2025, each of Avenue Venture Opportunities Fund, L.P., and Avenue Venture Opportunities Fund II, L.P. ("Lenders"), Avenue Capital Management II, L.P., as administrative and collateral agent ("Agent"), entered into a Fourth Amendment to Supplement to Loan and Security Agreement, as amended (the "Fourth Amendment"), with Issuer, pursuant to which, among other things, Lenders right to convert the outstanding Principal of the Growth Capital Loan was cancelled. In addition, Fund was issued a warrant to purchase 40,000 shares of Common Stock of Issuer at a purchase price of $4.00 per share (the "Fund Warrant"), and Fund II was issued a warrant to purchase 210,000 shares of Common Stock of Issuer at $4.00 per share (the "Fund II Warrant" and together with Fund Warrant, the "Warrants"). The Warrants expire on June 17, 2030, and are exercisable at any time, subject to the Blocker (as defined below). Therefore, the aggregate amount beneficially owned by the Reporting Persons excludes such Warrants. See also Item 5. Other than entering into the Fourth Amendment and the issuance of the Warrants to the Funds as reported herein, Reporting Persons have not engaged in any transaction with respect to the shares of Issuer's Common Stock. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as they may deem appropriate in light of the circumstances existing from time to time, which may include disposal of some or all of the shares of Common Stock currently owned by the Reporting Persons or otherwise acquired by them pursuant to conversion of debt or in privately negotiated transactions. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law. Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no additional plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 7-11 and Item 13 of the cover page for each Reporting Person. The Reporting Persons are subject to a blocker that limits their beneficial ownership to 9.99% of the outstanding shares of Common Stock of the Issuer (the "Blocker"). The aggregate beneficial ownership by each Reporting Person gives effect to the Blocker and therefore excludes shares of common stock issuable upon exercise of the Warrants. The Blocker of 9.99% may be changed to up to 19.99% at the Reporting Persons' election upon at least 61 days' notice to the Issuer.
(b)	See Items 7 through 11 of the cover page for each Reporting Person.
(c)	Not applicable.
(d)	The information set for in Item 5(d) of the Schedule 13D is incorporated by reference.
(e)	See Item 4.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 6 of the Schedule 13D is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Joint Filing Agreement by and among the Reporting Persons (filed as Exhibit 99.1 to Schedule 13D on May 15, 2025). https://www.sec.gov/Archives/edgar/data/1682639/000182912625003724/avenueventure_ex99-1.htm

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.

Avenue Venture Opportunities Fund, L.P.

Signature:	/s/ Andrew Schinder
Name/Title:	Andrew Schinder POA for Marc Lasry, Member, GL Venture Opportunities Partners LLC, Man. Member Avenue Venture Opportunities Partners LLC, Gen. Ptnr.
Date:	06/20/2025

Avenue Venture Opportunities Fund II, L.P.

Signature:	/s/ Andrew Schinder
Name/Title:	Andrew Schinder POA for Marc Lasry, Member GL Venture Opportunities Partners II LLC, Man. Mbr Avenue Venture Opportunities Partners II LLC, Gen. Ptnr.
Date:	06/20/2025

Avenue Capital Management II, L.P.

Signature:	/s/ Andrew Schinder
Name/Title:	Andrew Schinder POA for Marc Lasry, Member of Avenue Capital Management II GenPar, LLC, General Partner
Date:	06/20/2025

Avenue Venture Opportunities Partners, LLC

Signature:	/s/ Andrew Schinder
Name/Title:	Andrew Schinder POA for Marc Lasry, Member of GL Venture Opportunities Partners, LLC, Managing Member
Date:	06/20/2025

Avenue Venture Opportunities Partners II, LLC

Signature:	/s/ Andrew Schinder
Name/Title:	Andrew Schinder POA for Marc Lasry, Member of GL Venture Opportunities Partners II, LLC, Managing Member
Date:	06/20/2025

GL Venture Opportunities Partners, LLC

Signature:	/s/ Andrew Schinder
Name/Title:	Andrew Schinder POA for Marc Lasry, Member
Date:	06/20/2025

GL Venture Opportunities Partners II, LLC

Signature:	/s/ Andrew Schinder
Name/Title:	Andrew Schinder POA for Marc Lasry, Member
Date:	06/20/2025

Marc Lasry

Signature:	/s/ Andrew Schinder
Name/Title:	Andrew Schinder POA for Marc Lasry
Date:	06/20/2025

FAQ

How many shares of EYEN does Avenue Capital Management II, L.P. beneficially own as of June 2025?

Avenue Capital Management II, L.P. beneficially owns 435,438 shares of EYEN common stock, representing 9.99% of the outstanding shares. This excludes warrants to purchase an additional 250,000 shares held by its managed funds.

What is the total ownership percentage of EYEN stock held by Avenue Venture Opportunities Fund I and II combined?

Avenue Venture Opportunities Fund L.P. owns 4.0% (174,175 shares) and Avenue Venture Opportunities Fund II, L.P. owns 5.99% (261,263 shares), for a combined ownership of approximately 9.99% of EYEN's outstanding shares as of June 5, 2025.

What warrants does Avenue hold for EYEN stock and at what price?

Avenue holds warrants to purchase a total of 250,000 EYEN shares - specifically, Fund I holds warrants for 40,000 shares and Fund II holds warrants for 210,000 shares. All warrants are exercisable at $4.00 per share at the holder's option.

What ownership restrictions apply to Avenue's holdings in EYEN?

Avenue's aggregate beneficial ownership is limited by a 9.99% blocker provision, which restricts the total ownership across all reporting persons to no more than 9.99% of EYEN's outstanding shares.

How many total outstanding shares of EYEN stock are there as of June 2025?

According to the filing, there are 4,358,755 shares of EYEN common stock outstanding as of June 5, 2025.