CUSIP No.
02155H200
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
562,264
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
562,264
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
562,264
(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)
7.6
%
(see Item 4)
|
12.
|
Type of
Reporting Person (See Instructions)
IN;
HC
|
|
|
|
|
CUSIP No.
02155H200
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
562,264
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
562,264
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
562,264
(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)
7.6
%
(see Item 4)
|
12.
|
Type of
Reporting Person (See Instructions)
IN;
HC
|
|
|
|
|
CUSIP No.
02155H200
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
562,264
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
562,264
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
562,264
(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)
7.6
%
(see Item 4)
|
12.
|
Type of
Reporting Person (See Instructions)
OO
|
|
|
|
|
Item
1.
(a)
Name of Issuer
Altimmune,
Inc. (the “
Issuer
”)
(b)
Address of Issuer’s Principal Executive Offices
910
Clopper Road, Suite 201S
Gaithersburg,
Maryland
20878
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, $0.0001 par value per share, of the Issuer (the “
Common Stock
”).
(e)
CUSIP Number
02155H200
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 October 8, 2018 (the
“
SPA
”) (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on
October 9, 2018), each of the Reporting Persons may have been deemed to have beneficial ownership of 457,334 shares of Common
Stock, which consisted of (i) 450,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction
contemplated by the SPA and (ii) 7,334 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) 4,120,588 shares of Common Stock outstanding as of October 5, 2018 as reported by the Issuer, plus (2) 7,334 shares of
Common Stock issuable upon an exercise of Intracoastal Warrant 1. The foregoing excludes (I) 39,021 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 (but only to the extent) that such
exercise would result in beneficial ownership by the holder thereof, together with the other Attribution Parties (as defined
in Intracoastal Warrant 1), of more than 9.99% of the Common Stock and (II) 496,355 shares of Common Stock issuable upon
exercise of a second warrant to be issued to Intracoastal at the closing of the transaction 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 (but only to the extent) that such
exercise would result in beneficial ownership by the holder thereof, together with the other Attribution Parties (as defined
in Intracoastal Warrant 2), of more than 9.99% of the Common Stock. Without such blocker provisions, each of the
Reporting Persons may have been deemed to have beneficial ownership of 992,710 shares of Common Stock.
(ii)
As of the close of business on October 16, 2018, each of the Reporting Persons may have been deemed to have beneficial
ownership of 562,264 shares of Common Stock
,
which consisted of (i) 65,909
shares of Common Stock held by Intracoastal and (ii) 496,355 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 2
,
and all such shares of Common Stock represented beneficial ownership
of approximately 7.6% of the Common Stock, based on (1) 4,120,588 shares of Common Stock outstanding as of October 5, 2018 as
reported by the Issuer, plus (2) 2,767,356 shares of Common Stock in the aggregate issued at the closing of the transaction
contemplated by the SPA, (3) 46,355 shares of Common Stock issued to Intracoastal upon exercise of Intracoastal Warrant 1,
and (4) 496,355 shares of Common Stock issuable upon 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:
562,264
.
(iii)
Sole power to dispose or to direct the disposition of
0
.
(iv)
Shared power to dispose or to direct the disposition of
562,264
.
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:
October 17, 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:
October 17, 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
|