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
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United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5. Sole Voting Power
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0
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6. Shared Voting Power
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526,401
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7. Sole Dispositive Power
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0
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8. Shared Dispositive Power
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526,401
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 526,401 (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)
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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
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4.
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Citizenship or Place of Organization
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United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5. Sole Voting Power
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0
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6. Shared Voting Power
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526,401
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7. Sole Dispositive Power
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0
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8. Shared Dispositive Power
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526,401
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 526,401 (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)
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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
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Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5. Sole Voting Power
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0
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6. Shared Voting Power
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526,401
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7. Sole Dispositive Power
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0
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8. Shared Dispositive Power
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526,401
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 526,401 (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)
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OO
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Item
1.
Diffusion
Pharmaceuticals Inc. (the “Issuer”)
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(b)
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Address
of Issuer’s Principal Executive Offices
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1317
Carlton Avenue, Suite 200
Charlottesville,
Virginia 22902
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, $0.001 par value per share, of the Issuer (the “Common Stock”).
253748305
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 November 13, 2019 (the
“SPA”) (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on
November 13, 2019), each of the Reporting Persons may have been deemed to have beneficial ownership of 428,571 shares of
Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of
Common Stock in the aggregate represent beneficial ownership of approximately 8.4% of the Common Stock, based on (1)
4,693,290 shares of Common Stock outstanding as of September 30, 2019 as reported by the Issuer, plus (2) 428,571 shares of
Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes
(I) 428,571 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”) 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 4.99% of the Common Stock, (II) 428,571 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
(“Intercoastal 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 4.99% of the
Common Stock, and (III) 62,500 shares of Common Stock issuable upon exercise of a warrant held by Intercoastal
(“Intercoastal 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 1,348,213 shares of Common Stock.
(ii)
As of the close of business on November 22, 2019, each of the Reporting Persons may have been deemed to have beneficial
ownership of 526,401 shares of Common Stock, which consisted of (i) 428,571
shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (ii) 97,830 shares of Common Stock issuable upon
exercise of Intercoastal Warrant 2, and all such shares of Common Stock
represented beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 4,693,290 shares of Common Stock
outstanding as of September 30, 2019 as reported by the Issuer, plus (2) 5,104,429 shares of Common Stock in the aggregate
issued at the closing of the transaction contemplated by the SPA, (3) 225,000 shares of Common Stock issued upon the partial
exercise by Intracoastal of Intracoastal Warrant 2, (4) 428,571 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1, and (4) 97,830 shares of Common Stock issuable upon exercise of Intercoastal Warrant 2. The foregoing excludes (I)
105,741 shares of Common Stock issuable upon exercise of Intercoastal 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 4.99% of the Common Stock and (II) 62,500 shares of Common Stock issuable upon exercise of
Intercoastal 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 694,642 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 .
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(ii)
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Shared
power to vote or to direct the vote: 526,401 .
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(iii)
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Sole
power to dispose or to direct the disposition of 0 .
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(iv)
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Shared
power to dispose or to direct the disposition of 526,401 .
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Item
5.
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Ownership
of Five Percent or Less of a Class
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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.
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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:
November 22, 2019
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/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
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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:
November 22, 2019
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/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
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Page 9 of 9