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).
1.
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Names
of Reporting Persons.
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Mitchell
P. Kopin
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC
Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number
of
Shares Beneficially
Owned by
Each Reporting
Person With:
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5.
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Sole Voting
Power
|
|
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0
|
|
6.
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Shared Voting Power
|
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3,749,923
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7.
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Sole Dispositive Power
|
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0
|
|
8.
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Shared Dispositive Power
3,749,923
|
|
9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
3,749,923
(see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount in Row (9)
4.99% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
IN;
HC
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1.
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Names
of Reporting Persons.
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Daniel
B. Asher
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC
Use Only
|
|
4.
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Citizenship or Place of Organization
United States of America
|
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Number
of
Shares Beneficially
Owned by
Each Reporting
Person With:
|
5.
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Sole Voting
Power
|
|
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0
|
|
6.
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Shared Voting Power
|
|
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3,749,923
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|
7.
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Sole Dispositive Power
|
|
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0
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|
8.
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Shared Dispositive Power
3,749,923
|
|
9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
3,749,923
(see Item 4)
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
☐
|
11.
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Percent of Class Represented by Amount in Row (9)
4.99% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
IN;
HC
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1.
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Names
of Reporting Persons.
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Intracoastal
Capital LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC
Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number
of
Shares Beneficially
Owned by
Each Reporting
Person With:
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5.
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Sole Voting
Power
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0
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6.
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Shared Voting Power
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3,749,923
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
3,749,923
|
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
3,749,923
(see Item 4)
|
|
10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount in Row (9)
4.99% (see Item 4)
|
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12.
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Type of Reporting Person (See Instructions)
OO
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Item 1.
Atossa Therapeutics, Inc. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
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107 Spring Street
Seattle, Washington
98104
Item 2.
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(a)
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Name of Person Filing
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(b)
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Address of Principal Business Office or, if none, Residence
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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.
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(d)
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Title of Class of Securities
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Common Stock, $0.18 par value per share, of the Issuer
(the “Common Stock”).
04962H506
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Item 3.
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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:
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Not applicable.
(a) and (b):
(i) Immediately
following the execution of the Securities Purchase Agreement with the Issuer on January 6, 2021 (the “SPA”)
(as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 8, 2021), each of the
Reporting Persons may have been deemed to have beneficial ownership of 5,277,334 shares of Common Stock, which consisted of (i)
2,400,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, (ii) 1,800,000
shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated
by the SPA (“Intracoastal Warrant 1”) and (iii) 1,077,334 shares of Common Stock issuable upon exercise of a
warrant held by Intracoastal (“Intracoastal Warrant 2”), and all such shares of Common Stock in the aggregate
represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 47,548,835 shares of Common Stock outstanding
as of January 5, 2020 as reported by the Issuer, plus (2) 2,400,000 shares of Common Stock to be issued to Intracoastal at the
closing of the transaction contemplated by the SPA, (3) 1,800,000 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1 and (4) 1,077,334 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2. The foregoing excludes (I)
235,166 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 (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 and (II) 937,500 shares of Common Stock issuable upon 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 6,450,000 shares of Common Stock.
(ii) As
of the close of business on January 15, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of
3,749,923 shares of Common Stock, which consisted of (i) 1,800,000 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 1, (ii) 1,312,500 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 2 and (iii) 637,423 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3, and all such shares of Common
Stock represented beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 47,548,835 shares of Common Stock
outstanding as of December 16, 2020 as reported by the Issuer, plus (2) 23,850,000 shares of Common Stock in the aggregate issued
at the closing of the transaction contemplated by the SPA, (3) 1,800,000 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1, (4) 1,312,500 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 and (5) 637,423 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 3. The foregoing excludes 300,077 shares of Common Stock issuable upon 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 provision,
each of the Reporting Persons may have been deemed to have beneficial ownership of 4,050,000 shares of Common Stock.
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(c)
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Number of shares as to which each Reporting Person has:
|
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(i)
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Sole power
to vote or to direct the vote:
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
3,749,923
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of
|
3,749,923
|
|
Item 5.
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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.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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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: January 15, 2021
|
/s/ Mitchell P. Kopin
|
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Mitchell P. Kopin
|
|
|
|
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/s/ Daniel B. Asher
|
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Daniel B. Asher
|
|
|
|
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Intracoastal Capital LLC
|
|
|
|
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By:
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/s/ Mitchell P. Kopin
|
|
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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: January 15, 2021
|
/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