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
2,222,222
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,222,222
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,222,222 (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)
5.1% (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
2,222,222
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,222,222
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,222,222 (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)
5.1% (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
2,222,222
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,222,222
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,222,222 (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)
5.1% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
Item
1.
(a)
Name of Issuer
Aeterna Zentaris Inc. (the “Issuer”)
(b)
Address of Issuer’s Principal Executive Offices
315 Sigma Drive
Summerville, South Carolina 29486
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 shares, no par value per share, of the Issuer
(the “Common Stock”).
(e)
CUSIP Number
007975402
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.
Item
4. Ownership.
(a)
and (b):
(i) Immediately following the execution of the Securities Purchase
Agreement with the Issuer on July 1, 2020 (the “SPA”) (as disclosed in the Form 6-K filed by the Issuer with
the Securities and Exchange Commission on July 6, 2020), each of the Reporting Persons may have been deemed to have beneficial
ownership of 2,617,541 shares of Common Stock, which consisted of (i) 2,222,222 shares of Common Stock to be issued to Intracoastal
at the closing of the transaction contemplated by the SPA and (ii) 395,319 shares of Common Stock issuable upon an exercise of
a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (“Intracoastal Warrant
1”), and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the
Common Stock, based on (1) 23,584,071 shares of Common Stock outstanding as of June 26, 2020 as reported by the Issuer, plus (2)
2,222,222 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3)
395,319 shares of Common Stock issuable upon an exercise of Intracoastal Warrant 1. The foregoing excludes (I) 1,826,903 shares
of Common Stock issuable upon an exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision
under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, 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, (II) 289,856 shares of Common Stock issuable upon an exercise of a warrant held by Intracoastal (“Intracoastal
Warrant 2”) because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have
the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, 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 4.99% of the Common Stock, and (III) 140,000 shares of Common
Stock issuable upon an exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 3”) because
Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal
Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof,
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 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been
deemed to have beneficial ownership of 4,874,300 shares of Common Stock.
(ii) As of the close of business on July 9, 2020, each of the Reporting
Persons may have been deemed to have beneficial ownership of 2,222,222 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1, and all such shares of Common Stock represented beneficial ownership of approximately 5.1% of the Common Stock, based
on (1) 23,584,071 shares of Common Stock outstanding as of June 26, 2020 as reported by the Issuer, plus (2) 17,544,516 shares
of Common Stock in the aggregate issued at the closing of the transaction contemplated by the SPA, and (3) 2,222,222 shares of
Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 289,856 shares of Common Stock issuable
upon an exercise Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof
does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result
in beneficial ownership by the holder thereof, 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 4.99% of the Common Stock, and (II) 140,000 shares
of Common Stock issuable upon an exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision
under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, 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 4.99% of the
Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership
of 2,652,078 shares of Common Stock.
(c)
Number of shares as to which each Reporting Person has:
(i)
Sole power to vote or to direct the vote: 0 .
(ii)
Shared power to vote or to direct the vote: 2,222,222 .
(iii)
Sole power to dispose or to direct the disposition of 0 .
(iv)
Shared power to dispose or to direct the disposition of 2,222,222 .
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.
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:
July 10, 2020
|
/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 10, 2020
|
/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
|
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