Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
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. |
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
230,926 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
258,926 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person (see Item 4)
258,926 |
10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11. |
Percent of Class Represented by Amount in Row (9) (see Item 4)
9.99% |
12. |
Type of Reporting Person (See Instructions)
IN; HC |
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
230,926 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
258,926 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person (see Item 4)
258,926 |
10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11. |
Percent of Class Represented by Amount in Row (9) (see Item 4)
9.99% |
12. |
Type of Reporting Person (See Instructions)
IN; HC |
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
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With: |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
230,926 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
258,926 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person (see Item 4)
258,926 |
10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11. |
Percent of Class Represented by Amount in Row (9) (see Item 4)
9.99% |
12. |
Type of Reporting Person (See Instructions)
OO |
Item 1.
| (a) | Name of Issuer |
| | |
| | Aditxt, Inc. (the “Issuer”) |
| | |
| (b) | Address of Issuer’s Principal Executive Offices |
| | |
| | 737 N. Fifth Street, Suite 200 |
| | Richmond, Virginia 23219 |
Item 2.
| (b) | Address of Principal Business Office or, if none, Residence |
| | |
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”).
07025505
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 September 26, 2022 (the “SPA”) (as
disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 20, 2022), each of the Reporting
Persons may have been deemed to have beneficial ownership of 129,392 shares of Common Stock, which consisted of (i) 125,000 shares of
Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 4,392 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 all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the
Common Stock, based on (1) 1,165,824 shares of Common Stock outstanding as of September 13, 2022, as reported by the Issuer, plus (2)
125,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 4,392 shares
of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 120,608 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 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, (II) 125,000 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 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, (III) 12,500 shares of Common Stock issuable upon exercise of a
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 9.99% of the Common Stock, (IV) 12,952
shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 4”) because
Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant
4 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 and (V) 1,211 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal
(“Intracoastal Warrant 5”) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof
does not have the right to exercise Intracoastal Warrant 5 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 401,663 shares of Common Stock.
(ii) As
of the close of business on September 23, 2022, each of the Reporting Persons may have been deemed to have beneficial ownership of 258,926
shares of Common Stock, which consisted of: (i) 182,223 shares of Common Stock held by Intracoastal and (ii) 76,703 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 2, and all such shares of Common Stock represented beneficial ownership of approximately
9.99% of the Common Stock, based on (1) 1,165,824 shares of Common Stock outstanding as of September 13, 2022, as reported by the Issuer,
plus (2) 1,224,333 shares of Common Stock in the aggregate issued at the closing of the transaction contemplated by the SPA, (3) 125,000
shares of Common Stock issued to Intracoastal upon exercise of Intracoastal Warrant 1 and (4) 76,703 shares of Common Stock issuable upon
exercise of Intracoastal Warrant 2. The foregoing excludes (I) 48,297 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, (II) 12,500 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 9.99%
of the Common Stock, (III) 12,952 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 because Intracoastal Warrant
4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 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 and (IV) 1,211 shares of Common Stock issuable upon exercise of Intracoastal Warrant 5 because Intracoastal Warrant
5 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 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 333,886 shares of Common Stock.
(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: 230,926.
(iii) Sole power to dispose or to direct the disposition
of 0.
(iv) Shared power to dispose or to direct the disposition
of 258,926.
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: September 26, 2022
|
/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 |
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