UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
EyePoint
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of
Securities)
30233G209
(CUSIP Number)
___________December 31, 2023__________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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. 30233G209
1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Management, L.P.
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨ |
|
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 |
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER
3,095,136 |
EACH
REPORTING
PERSON
WITH: |
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
3,095,136 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,095,136 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
|
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
CUSIP No. 30233G209
1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kolchinsky
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) ¨ |
|
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF |
5 |
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER
3,095,136 |
EACH
REPORTING
PERSON
WITH: |
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
3,095,136 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,095,136 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
|
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
CUSIP No. 30233G209
1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajeev Shah
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) ¨ |
|
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF |
5 |
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER
3,095,136 |
EACH
REPORTING
PERSON
WITH: |
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
3,095,136 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,095,136 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
|
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
CUSIP No. 30233G209
1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Healthcare Fund, L.P.
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) ¨ |
|
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF |
5 |
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER
3,095,136 |
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
DISPOSITIVE POWER
0
|
|
8 |
SHARED
DISPOSITIVE POWER
3,095,136 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,095,136 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
|
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
Item 1(a). | Name of Issuer: |
EyePoint Pharmaceuticals, Inc. (the “Issuer”)
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
480 Pleasant Street, Watertown, MA 02472
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this report (collectively,
the “Reporting Persons”) are:
RA Capital Management, L.P. (“RA Capital”)
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the “Fund”)
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of
the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th
Floor, Boston MA 02116
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
Item 2(d). | Title of Class of Securities: |
Common
Stock, par value $0.001 per share (“Common Stock”)
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
The Fund directly holds (i) 913,318 shares of Common
Stock and (ii) 2,181,818 Pre-funded warrants (“Pre-Funded Warrants”), through which it has the right to acquire 2,181,818
shares of Common Stock subject to a Beneficial Ownership Blocker (as defined below).
The shares reported herein for the Reporting Persons represent
(i) 913,318 shares of Common Stock held directly, and (ii) 2,181,818 shares of Common Stock that the Reporting Persons beneficially
own based on the right to acquire, upon the exercise of the Pre-Funded Warrants. The Pre-Funded Warrants are subject to a beneficial
ownership blocker (“Beneficial Ownership Blocker”), which precludes the exercise of the Pre-Funded Warrants to the extent
that, following exercise, the Reporting Persons, together with its affiliates and other attribution parties, would own more than 9.99%
of the Common Stock outstanding
The information required by this item with respect to each
Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G/A. The beneficial ownership percentages
reported are based on (i) 48,838,843 outstanding shares of Common Stock, as reported in the Issuer’s Form 8-K on December 8,
2023, plus (ii) 2,181,818 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise
of Pre-Funded Warrants.
RA Capital Healthcare Fund GP, LLC is the general partner
of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the
controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of
the Securities Exchange Act of 1934 (the “Act”), of any securities of the Issuer held by the Fund. The Fund has delegated
to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the
shares of the Issuer’s Common Stock reported herein. Because the Fund has divested voting and investment power over the reported
securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of
the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah
may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned
by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule
13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule
13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such
securities for any other purpose.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that
as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of
Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of
the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Exhibit List
Exhibit 1:
Joint Filing Agreement
SIGNATURE
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.
RA CAPITAL MANAGEMENT, L.P. |
|
By: |
/s/
Peter Kolchinsky |
|
|
Name: |
Peter Kolchinsky |
|
|
Title: |
Authorized Signatory |
|
PETER KOLCHINSKY |
|
|
|
/s/ Peter Kolchinsky |
|
|
|
RAJEEV SHAH |
|
|
|
/s/ Rajeev Shah |
|
RA CAPITAL HEALTHCARE FUND, L.P. |
|
By: |
RA Capital Healthcare Fund GP, LLC |
|
Its: |
General Partner |
|
By: |
/s/
Peter Kolchinsky |
|
|
Name: |
Peter Kolchinsky |
|
|
Title: |
Manager |
|
EXHIBIT 1
AGREEMENT
This Joint Filing Agreement, dated as of February 14, 2024, is
by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively
referred to herein as the “Filers”).
Each of the Filers may be required to file with the United States Securities
and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, $0.001 par value per share of EyePoint Pharmaceuticals, Inc.
beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated
under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and
any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit
to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers
upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
RA CAPITAL MANAGEMENT, L.P. |
|
By: |
/s/ Peter Kolchinsky |
|
|
Name: |
Peter Kolchinsky |
|
|
Title: |
Authorized Signatory |
|
/s/ Peter Kolchinsky |
|
|
|
RAJEEV SHAH |
|
|
|
/s/ Rajeev Shah |
|
RA CAPITAL HEALTHCARE FUND, L.P. |
|
By: |
RA Capital Healthcare Fund GP, LLC |
|
Its: |
General Partner |
|
By: |
/s/ Peter Kolchinsky |
|
|
Name: |
Peter Kolchinsky |
|
|
Title: |
Manager |
|
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