CUSIP
No.
60855D101
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
751,175
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
751,175
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
751,175 (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)
2.8% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
CUSIP
No.
60855D101
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
751,175
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
751,175
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
751,175 (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)
2.8% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
CUSIP
No.
60855D101
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
751,175
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
751,175
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
751,175 (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)
2.8% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
Item 1.
(a) Name of Issuer
Moleculin Biotech, Inc. (the “
Issuer
”)
(b) Address of Issuer’s Principal
Executive Offices
2575 West Bellfort, Suite 333
Houston, TX 77054
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, $0.001 par
value per share, of the Issuer (the “
Common Stock
”).
(e) CUSIP Number
60855D101
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 16, 2018 (the “
SPA
”)
(as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 16, 2018), each of the
Reporting Persons may have been deemed to have beneficial ownership of 2,253,525 shares of Common Stock, which consisted of (i)
1,502,350 shares of Common Stock that was to be
issued to Intracoastal at the closing of
the transactions contemplated by the SPA and (ii) 751,175 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 (the “
Intracoastal Warrant
”)
,
and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.5% of the Common Stock,
based on (1) 21,469,109 shares of Common Stock outstanding as of February 15, 2018, as reported by the Issuer, plus (2) 1,502,350
shares of Common Stock that was to be
issued to Intracoastal at the closing of the transactions
contemplated by the SPA, and (3) 751,175 shares of Common Stock issuable upon exercise of the Intracoastal Warrant.
(ii)
As
of close of business on February 23, 2018, each of the Reporting Persons may have been deemed to have beneficial ownership of
751,175
shares
of Common Stock issuable upon exercise of the Intracoastal Warrant
,
and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 2.8% of the Common
Stock, based on (1) 21,469,109 shares of Common Stock outstanding as of February 15, 2018, as reported by the Issuer, plus (2)
4,290,000
issued at the closing of the transactions contemplated by the SPA
and (3)
751,175 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:
751,175
.
(3) Sole power to dispose or to direct the disposition
of
0
.
(4) Shared power to dispose or to direct the disposition
of
751,175
.
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 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 23, 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 23, 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
8 of 8