Amended Statement of Ownership (sc 13g/a)
February 08 2019 - 1:32PM
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)*
Atossa Genetics Inc.
(Name of Issuer)
Common Stock, $0.18 par value per share
(Title of Class of Securities)
04962H506
(CUSIP Number)
December 31, 2018
(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).
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
|
|
|
99,968
|
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
|
8.
|
Shared
Dispositive Power
|
|
|
|
99,968
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
99,968
(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)
|
|
|
|
1.7%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
IN;
HC
|
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
|
|
|
99,968
|
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
|
8.
|
Shared Dispositive Power
|
|
|
|
99,968
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
99,968
(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)
|
|
|
|
1.7%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
IN;
HC
|
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
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole Voting
Power
|
|
|
0
|
|
6.
|
Shared Voting Power
|
|
|
99,968
|
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
|
8.
|
Shared Dispositive Power
|
|
|
|
99,968
|
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
|
|
|
|
99,968 (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)
|
|
|
|
1.7% (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 April 27, 2018 (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.
(a)
and (b):
As
of the close of business on December 31, 2018, each of the Reporting Persons may have been deemed to have beneficial ownership
of 99,968 shares of Common Stock issuable upon exercise of a warrant held by
Intracoastal
(the “
Intracoastal Warrant
”),
and all such shares of Common Stock represented beneficial ownership of
approximately 1.7% of the Common Stock, based on (1) 5,646,552 shares of Common Stock outstanding on November 9, 2018 as
reported by the Issuer, plus (2) 99,968 shares of Common 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:
99,968
.
(3)
Sole power to dispose or to direct the disposition of
0
.
(4)
Shared power to dispose or to direct the disposition of
99,968
.
|
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
.
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 8, 2019
|
/s/
Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/
Daniel B. Asher
|
|
Daniel B. Asher
|
|
Intracoastal Capital LLC
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
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|
Mitchell P. Kopin, Manager
|
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