Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 6:33AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
ImmunoCellular
Therapeutics Ltd.
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
45236204
(CUSIP
Number)
December
31, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
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.
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
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
391,368
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
391,368
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
391,368 (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)
1.1% (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
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
391,368
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
391,368
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
391,368 (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)
1.1% (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
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
391,368
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
391,368
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
391,368 (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)
1.1% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
This Amendment No. 1
is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with
the Securities and Exchange Commission (the “
SEC
”) on July 31, 2017 (the “
Schedule 13G
”).
Except as set forth
below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13G.
Item 1.
(b) Address of Issuer’s Principal
Executive Offices
30721 Russell Ranch Road, Suite 140
West Lake Village, California 91362
Item 4.
Ownership.
(a) and (b):
As of close of business
on December 31, 2017, each of the Reporting Persons may have been deemed to have beneficial
ownership
of 391,368
shares
of Common Stock, w
hich includes
(i) 48,567 shares of Common Stock
held by Intracoastal and (ii)
342,801 shares
of Common Stock issuable upon conversion of 105 shares of Preferred Stock issuable upon exercise of a warrant held by Intracoastal
(the “
Intracoastal Warrant
”), and all such shares of Common Stock in the aggregate represent beneficial ownership
of approximately 1.1% of the Common Stock, based on (1) 35,195,343 shares of Common Stock outstanding as of November 7, 2017 as
reported by the Issuer, plus (2) 342,801 shares of Common Stock in the aggregate issuable upon conversion of 105 shares of Preferred
Stock issuable upon exercise of the Intracoastal Warrant.
(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:
391,368
.
(3)
Sole power to dispose or to direct the disposition of
0
.
(4)
Shared power to dispose or to direct the disposition of
391,368
.
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 person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following
þ
.
Item 10. Certification
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:
February 13, 2018
|
/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 6 of 6
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