Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 9:41AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
|
Timber
Pharmaceuticals, Inc.
|
(Name
of Issuer)
|
|
Common
Stock, $0.001 par value
|
(Title
of Class of Securities)
|
|
887080109
|
(CUSIP
Number)
|
|
December
31, 2021
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
|
Rule
13d-1(b)
|
|
☒
|
Rule
13d-1(c)
|
|
☐
|
Rule
13d-1(d)
|
*
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).
Page
2 of 9
1
|
NAME
OF REPORTING PERSONS
Altium Capital Management, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
2,539,063
shares of Common Stock issuable upon exercise of Warrants (1)
5,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
2,539,063
shares of Common Stock issuable upon exercise of Warrants (1)
5,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,539,063
shares of Common Stock issuable upon exercise of Warrants (1)
5,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
IA,
PN
|
|
|
|
|
|
|
|
(1)
|
As
more fully described in Item 4, the Warrants and Series A Warrants are each subject to a 4.99% blocker. However, as more fully
described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be
issuable upon full conversion and exercise of the Reported Warrants and do not give effect to the Warrant Blockers. Therefore,
the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to the Warrant
Blockers, is less than the number of securities reported in rows (6), (8) and (9).
|
|
(2)
|
Based
on 63,796,170 shares of Common Stock outstanding as of November 10, 2021, as set forth in the Issuer’s Form 10-Q filed with
the Securities and Exchange Commission on November 15, 2021.
|
Page
3 of 9
1
|
NAME
OF REPORTING PERSONS
Altium Growth Fund, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
2,539,063
shares of Common Stock issuable upon exercise of Warrants (1)
5,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
2,539,063
shares of Common Stock issuable upon exercise of Warrants (1)
5,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,539,063
shares of Common Stock issuable upon exercise of Warrants (1)
5,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
(1)
|
As
more fully described in Item 4, the Warrants and Series A Warrants are each subject to a 4.99% blocker. However, as more fully
described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be
issuable upon full conversion and exercise of the Reported Warrants and do not give effect to the Warrant Blockers. Therefore,
the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to the Warrant
Blockers, is less than the number of securities reported in rows (6), (8) and (9).
|
|
(2)
|
Based
on 63,796,170 shares of Common Stock outstanding as of November 10, 2021, as set forth in the Issuer’s Form 10-Q filed with
the Securities and Exchange Commission on November 15, 2021.
|
Page
4 of 9
1
|
NAME
OF REPORTING PERSONS
Altium
Growth GP, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
2,539,063
shares of Common Stock issuable upon exercise of Warrants (1)
5,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
2,539,063
shares of Common Stock issuable upon exercise of Warrants (1)
5,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,539,063
shares of Common Stock issuable upon exercise of Warrants (1)
5,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
(1)
|
As more fully described in Item 4, the Warrants and Series
A Warrants are each subject to a 4.99% blocker. However, as more fully described in Item 4, the securities reported in rows (6),
(8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of the Reported
Warrants and do not give effect to the Warrant Blockers. Therefore, the actual number of shares of Common Stock beneficially
owned by each such Reporting Person, after giving effect to the Warrant Blockers, is less than the number of securities reported
in rows (6), (8) and (9).
|
|
(2)
|
Based on 63,796,170 shares of Common Stock outstanding
as of November 10, 2021, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November
15, 2021.
|
Page
5 of 9
Item 1(a).
|
|
Name of Issuer: Timber
Pharmaceuticals, Inc. (the “Issuer”)
|
|
|
|
Item 1(b).
|
|
Address
of Issuer’s Principal Executive Offices: 110 Allen Road, Suite 410
Basking
Ridge, NJ 07920
|
|
|
|
Item 2(a).
|
|
Name
of Person Filing:
This
statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital
Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered
by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities,
owned by, the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities
owned by, the Fund.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner
of any securities covered by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer
for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing
of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section
13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other
person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing
of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of
any group with respect to the Issuer or any securities of the Issuer.
|
|
|
|
Item 2(b).
|
|
Address of Principal Business
Office or, if None, Residence:
|
|
|
The address of the principal business
office of each of the reporting persons is
152 West 57th Street, FL 20, New York, NY 10019
|
|
|
|
Item 2(c).
|
|
Citizenship:
|
|
|
See Item 4 on the cover page(s)
hereto.
|
|
|
|
Item 2(d).
|
|
Title of Class of Securities:
|
|
|
Common Stock, $0.001 par value (“Common
Stock”)
|
|
|
|
Item 2(e).
|
|
CUSIP Number: 887080109
|
|
|
|
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:
|
|
|
|
(a)
|
☐
|
Broker or dealer registered under Section 15
of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
|
|
|
|
|
Page
6 of 9
|
|
|
|
|
(c)
|
☐
|
Insurance company as defined in
Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
☐
|
An investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
☐
|
A parent holding
company or control person in accordance with §240.13d-1(b)(ii)(G);
|
|
|
|
|
|
(h)
|
☐
|
A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
☐
|
A church plan that
is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
☐
|
Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
Item 4.
|
Ownership.
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
The
information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is
set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference
for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based
on 63,796,170 shares of Common Stock outstanding as of November 10, 2021, as set forth in the Issuer’s Form 10-Q
filed with the Securities and Exchange Commission on November 15, 2021.
Pursuant
to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Warrants
and Series A Warrants (collectively the “Reported Warrants”). The Reporting Persons cannot exercise the Reported
Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding
shares of Common Stock (the “Warrant Blocker”). The percentage set forth in Row 11 of the cover page for each
Reporting Person gives effect to the Warrant Blockers.
|
Page
7 of 9
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 five percent of the class of securities, check the following ☒
|
|
|
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 or Control
Person.
|
|
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.
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.
|
Dated:
|
February 11, 2022
|
|
|
|
|
|
|
Altium Capital Management, LP
|
|
|
|
|
|
|
By:
|
/s/ Jacob Gottlieb
|
|
|
Name:
|
Jacob Gottlieb
|
|
|
Title:
|
CEO
|
|
|
|
|
|
|
Altium Growth Fund, LP
|
|
|
|
|
|
|
By: Altium Growth GP, LLC
|
|
|
Its: General Partner
|
|
|
|
|
|
|
Signature:
|
/s/ Jacob Gottlieb
|
|
|
Name:
|
Jacob Gottlieb
|
|
|
Title:
|
Managing Member of Altium Growth GP, LLC
|
|
|
|
|
|
|
Altium Growth GP, LLC
|
|
|
|
|
|
|
By:
|
/s/ Jacob Gottlieb
|
|
|
Name:
|
Jacob Gottlieb
|
|
|
Title:
|
Managing Member
|
|
Page
8 of 9
EXHIBIT
INDEX
|
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|
Members
of Group
Timber Pharmaceuticals (AMEX:TMBR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Timber Pharmaceuticals (AMEX:TMBR)
Historical Stock Chart
From Sep 2023 to Sep 2024