Amended Statement of Ownership (sc 13g/a)
January 29 2021 - 6:54AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Aethlon
Medical, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
00808Y307
(CUSIP
Number)
December
31, 2020
(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. 00808Y307
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
179,116
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
179,116
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
179,116 (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)
1.5% (see Item 4)
|
12.
|
Type of Reporting Person
(See Instructions)
IN; HC
|
CUSIP
No. 00808Y307
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
179,116
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
179,116
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
179,116 (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)
1.5% (see Item 4)
|
12.
|
Type of Reporting Person
(See Instructions)
IN; HC
|
CUSIP
No. 00808Y307
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
179,116
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
179,116
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
179,116 (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)
1.5% (see Item 4)
|
12.
|
Type of Reporting Person
(See Instructions)
OO
|
This Amendment No. 2 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 December 26, 2019, as amended by Amendment No. 1 thereto filed by the Reporting Persons with the SEC on February 11, 2020 (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 close of business on December 31, 2020, each of the Reporting
Persons may have been deemed to have beneficial ownership of 179,116 shares of Common Stock, which consisted of (i) 133,176 shares
of Common Stock issuable upon an exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”) and (ii)
45,940 shares of Common Stock issuable upon an exercise of a second warrant held by Intracoastal (“Intracoastal Warrant
1”), and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 1.5% of the
Common Stock, based on (1) 12,088,313 shares of Common Stock outstanding as of October 27, 2020 as reported by the Issuer, plus
(2) 133,176 shares of Common Stock issuable upon an exercise of Intracoastal Warrant 1 and (3) 45,940 shares of Common Stock issuable
upon an exercise of Intracoastal Warrant 2.
(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: 179,116 .
(iii)
Sole power to dispose or to direct the disposition of 0 .
(iv)
Shared power to dispose or to direct the disposition of 179,116 .
|
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: January 29, 2021
|
|
|
|
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
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/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
Intracoastal Capital LLC
|
|
|
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By:
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/s/ Mitchell P. Kopin
|
|
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Mitchell P. Kopin, Manager
|
Page
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