CUSIP
No.
45236204
1. Names
of Reporting Persons.
Mitchell
P. Kopin
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 Each
|
6.
Shared Voting Power 1,161,765
|
Reporting
|
|
Person
With:
|
7.
Sole Dispositive Power 0
|
|
|
|
8.
Shared Dispositive Power 960,911
|
|
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person 1,161,765 (see Item 4)
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11. Percent
of Class Represented by Amount in Row (9) 9.99% (see Item 4)
12.
Type of Reporting Person (See Instructions)
IN;
HC
CUSIP
No.
45236204
1. Names
of Reporting Persons.
Daniel B. Asher
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 Each
|
6.
Shared Voting Power 1,161,765
|
Reporting
|
|
Person
With:
|
7.
Sole Dispositive Power 0
|
|
|
|
8.
Shared Dispositive Power 960,911
|
|
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person 1,161,765 (see Item 4)
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11. Percent
of Class Represented by Amount in Row (9) 9.99% (see Item 4)
12.
Type of Reporting Person (See Instructions)
IN;
HC
CUSIP
No.
45236204
1. Names
of Reporting Persons.
Intracoastal Capital LLC
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 Each
|
6.
Shared Voting Power 1,161,765
|
Reporting
|
|
Person
With:
|
7.
Sole Dispositive Power 0
|
|
|
|
8.
Shared Dispositive Power 960,911
|
|
|
9. Aggregate
Amount Beneficially Owned by Each Reporting Person 1,161,765 (see Item 4)
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11. Percent
of Class Represented by Amount in Row (9) 9.99% (see Item 4)
12.
Type of Reporting Person (See Instructions)
OO
Item
1.
(a)
Name of Issuer
ImmunoCellular
Therapeutics Ltd.
(the “
Issuer
”)
(b)
Address of Issuer’s Principal Executive Offices
23622
Calabasas Road, Suite 300
Calabasas,
California 91302
Item
2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America
(“
Mr. Kopin
”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“
Mr.
Asher
”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“
Intracoastal
”
and together with Mr. Kopin and Mr. Asher, collectively the “
Reporting Persons
”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit
1
, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d)
Title of Class of Securities
Common
stock, $0.0001 par value per share, of the Issuer (the “
Common Stock
”).
(e)
CUSIP Number
45236204
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.
(a)
and (b):
(i) Immediately following the consummation of the underwritten public offering by the Issuer on July 21, 2017 (the “
Offering
”)
(as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 21, 2017), each of the Reporting
Persons may be deemed to have beneficial ownership of 382,804 shares of Common Stock issuable upon conversion of 400 shares of
Series B 8.0% Mandatorily Convertible Preferred, par value $0.0001 per share, of the Issuer (the “
Preferred Stock
”)
issued to Intracoastal at the closing of the Offering,
and all such shares of Common
Stock in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 3,449,075 shares
of Common Stock outstanding as of March 31, 2017 as reported by the Issuer, plus (2) 382,804 shares of Common Stock issuable upon
conversion of the 400 shares of Preferred Stock
issued to Intracoastal
. The foregoing
excludes (I) 851,481 shares of Common Stock issuable upon conversion of the 400 shares of Preferred Stock
issued
to Intracoastal b
ecause the Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock (the
“
Certificate
”) contains a blocker provision under which the holder of the Preferred Stock does not have the
right to convert the Preferred Stock to the extent that such conversion would result in beneficial ownership by such holder, together
with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s
affiliates, of more than 9.99% of the Common Stock and (II) 2,221,714 shares of Common Stock in the aggregate issuable upon conversion
of 720 shares of Preferred Stock in the aggregate issuable upon exercise of three warrants issued to Intracoastal at the closing
of the Offering (collectively, the “
Warrants
”)
b
ecause the Certificate
contains a blocker provision under which the holder of the Preferred Stock does not have the right to convert the Preferred Stock
to the extent that such conversion would result in beneficial ownership by such holder, together with the holder’s affiliates,
and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of
the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership
of 3,455,999 shares of Common Stock.
(ii) As of close of business on July 28, 2017, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,161,765
shares
of Common Stock, w
hich includes
(i) 425,828 shares of Common Stock issuable upon conversion of 138 shares of Preferred Stock
held
by Intracoastal and (ii)
519,938 shares of Common Stock in the aggregate issuable upon conversion of 720 shares of Preferred
Stock in the aggregate issuable upon exercise of the Warrants, and all such shares of Common Stock in the aggregate represent
beneficial ownership of approximately 9.99% of the Common Stock, based on (1)
10,344,090
shares of Common Stock outstanding as of July 21, 2017 as reported by the Issuer, plus (2) 339,427 shares of Common Stock
issued upon conversion of 90 shares of Preferred Stock
issued to Intracoastal subsequent
to July 21, 2017, (3)
425,828 shares of Common Stock issuable upon conversion of 158 shares of Preferred Stock
held
by Intracoastal and (4)
519,938 shares of Common Stock in the aggregate issuable upon conversion of 720 shares of Preferred
Stock in the aggregate issuable upon exercise of the Warrants. The foregoing excludes 1,701,776 shares of Common Stock in the
aggregate issuable upon conversion of 720 shares of Preferred Stock in the aggregate issuable upon exercise of the Warrants
b
ecause
the Certificate contains a blocker provision under which the holder of the Preferred Stock does not have the right to convert
the Preferred Stock to the extent that such conversion would result in beneficial ownership by such holder, together with the
holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates,
of more than 9.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to
have beneficial ownership of 2,863,541 shares of Common Stock.
(c)
Number
of shares as to which each Reporting Person has:
(1)
Sole power to vote or to direct the vote:
0
.
(2)
Shared power to vote or to direct the vote:
1,161,765
.
(3)
Sole power to dispose or to direct the disposition of
0
.
(4)
Shared power to dispose or to direct the disposition of
960,911
.
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
Not
applicable.
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
|
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.
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.
Date:
July 28, 2017
|
/s/
Mitchell P. Kopin
|
|
Mitchell
P. Kopin
|
|
|
|
/s/
Daniel B. Asher
|
|
Daniel
B. Asher
|
|
|
|
Intracoastal
Capital LLC
|
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
|
|
Mitchell
P. Kopin, Manager
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Date:
July 28, 2017
|
/s/
Mitchell P. Kopin
|
|
Mitchell
P. Kopin
|
|
|
|
/s/
Daniel B. Asher
|
|
Daniel
B. Asher
|
|
|
|
Intracoastal
Capital LLC
|
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
|
|
Mitchell
P. Kopin, Manager
|
Page
9 of 9