CUSIP
No.
09072Q106
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
7,556,494
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
7,529,494
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
7,556,494 (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.
09072Q106
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
7,556,494
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
7,529,494
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
7,556,494 (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.
09072Q106
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
7,556,494
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
7,529,494
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
7,556,494 (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
BioAmber Inc.
(the
“
Issuer
”)
(b) Address of Issuer’s Principal
Executive Offices
1250 Rene Levesque West, Suite
4310
Montreal, Quebec, Canada H3B 4W8
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, $0.01 par value per
share, of the Issuer (the “
Common Stock
”).
(e) CUSIP Number
09072Q106
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 execution of the Securities Purchase Agreement with the Issuer on February 9, 2018 (the “
SPA
”)
(
as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 13, 2018
),
each of the Reporting Persons may have been deemed
to have beneficial ownership of 5,784,113
shares of Common
Stock, which consisted of (i) 4,000,000 shares of Common Stock that was to be
issued
to Intracoastal at the closing of the transactions contemplated by the SPA and (ii) 1,784,113 shares of Common Stock issuable upon
exercise of a warrant that was to be issued to Intracoastal at the closing of the transactions 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)
52,114,923 shares of Common Stock outstanding as of September 30, 2017 as reported by the Issuer
,
plus (2)
4,000,000 shares of Common Stock that was to be
issued to Intracoastal at
the closing of the transactions contemplated by the SPA, and (3) 1,784,113 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1.
The foregoing excludes: (I) 2,215,887 shares of Common Stock issuable upon 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 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) 4,000,000 shares of Common Stock issuable upon exercise of a second warrant that was to be
issued
to Intracoastal at the closing of the transactions contemplated by the SPA
(“
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 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, (III) 7,223,344 shares of Common Stock issuable upon exercise of a third warrant that was to be
issued
to Intracoastal at the closing of the transactions contemplated by the SPA
(“
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 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, (IV) 725,774 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“
Intracoastal Warrant
4
”) because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right
to exercise
Intracoastal Warrant 4
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 (V) 74,695 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“
Intracoastal
Warrant 5
”) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have
the right to exercise
Intracoastal Warrant 5
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 20,023,813 shares of Common Stock.
(ii)
As of close of business on February 16, 2018, each of the Reporting Persons may have been deemed to have beneficial
ownership of 7,556,494
shares
of Common Stock, consisting
of (i) 7,223,334 shares of Common Stock held by Intracoastal and (ii) 333,150 shares of Common Stock issuable upon exercise of
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)
68,084,089
shares of Common Stock outstanding as of February 16, 2018, as reported to the Reporting Persons by the Issuer
,
plus (2)
7,223,344
shares of Common Stock issued to Intracoastal upon exercise of
Intracoastal Warrant 3 on February 16, 2018
and (3) 333,150 shares of Common Stock issuable
upon exercise of Intracoastal Warrant 1
. The foregoing excludes: (I) 3,666,850 shares of Common Stock issuable upon 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 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) 4,000,000 shares of Common Stock issuable upon exercise of 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 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, (III) 725,774 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 4 because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to
exercise
Intracoastal Warrant 4
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 (IV) 74,695 shares of Common Stock issuable upon exercise of Intracoastal Warrant 5 because Intracoastal Warrant 5 contains
a blocker provision under which the holder thereof does not have the right to exercise
Intracoastal
Warrant 5
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 16,023,813 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:
7,556,494
.
(3) Sole power to dispose or to direct the disposition
of
0
.
(4) Shared power to dispose or to direct the disposition
of
7,529,494
.
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: February 19, 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
|
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: February 19, 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
|