UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________________________
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 25)*
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Avalo Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
05338F108
(CUSIP Number)
Brian Kohn
c/o Armistice Capital, LLC
510 Madison Avenue
7th Floor
New York, NY 10022
Telephone Number: (212) 231-4930
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 8, 2022
(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
CUSIP No. 05338F108
CUSIP No. 05338F108
Amendment No. 25 to Schedule 13D
The following constitutes Amendment No. 25 to the Schedule 13D filed by the undersigned (“Amendment No. 25”). This Amendment No. 25 amends the Schedule 13D as
specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information
given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:
On August 8, 2022, Steven Boyd and Keith Maher, MD, both of Armistice Capital, LLC, the investment manager to the Master Fund, notified the Board of Directors
(the “Board”) of the Issuer that they have resigned from their positions on the Board.
Mr. Boyd and Dr. Maher were each a Board designee of the Master Fund. The
Master Fund waived its rights as “original holder” under the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) to appoint (the “Appointment Right”) up to
two (2) directors to the Board and replace such directors in certain circumstances. Pursuant to a waiver dated August 11, 2022 (the “Waiver”), the Master Fund irrevocably and permanently waived its Appointment Right.
The foregoing description of the Waiver does not purport to be complete and is qualified by reference to the full text of such Waiver, which is
incorporated by reference as Exhibit A, and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows:
The information in Item 4 is incorporated herein by reference.
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The shares of Common Stock reported
to be beneficially owned by the Reporting Persons are based on 9,414,105 shares of Common Stock outstanding as of August 2, 2022, based on information in the Issuer’s Form 10-Q filed with the SEC on August 4, 2022. Of the 4,298,000 shares of Common
Stock beneficially owned by the Reporting Persons that are directly held by the Master Fund, 333,333 of such shares of Common Stock are issuable upon exercise of warrants directly held by the Master Fund and beneficially owned by the Reporting
Persons.
Armistice Capital is the investment manager of the Master Fund, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and
investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to
beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as
a result of its Investment Management Agreement with Armistice Capital.
(c) The disclosure in Item 4 is incorporated herein by reference. There have been no transactions in the shares of Common Stock by the Reporting Persons within
the past 60 days.
(d) The disclosure in Item 2 is incorporated herein by reference.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits