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. |
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Mitchell P. Kopin |
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2. |
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. |
SEC Use Only |
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4. |
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. Sole Voting Power 0 |
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6. Shared Voting Power 1,039,481 |
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7. Sole Dispositive Power 0 |
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8. Shared Dispositive Power 1,039,481 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 1,039,481 (see
Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) 4.99% (see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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IN; HC |
1. |
Names
of Reporting Persons. |
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Daniel
B. Asher |
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2. |
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. |
SEC
Use Only |
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4. |
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. Sole Voting Power 0 |
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6. Shared Voting Power 1,039,481 |
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7. Sole Dispositive Power 0 |
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8. Shared Dispositive Power 1,039,481 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person 1,039,481 (see Item 4) |
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10. |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) 4.99% (see Item 4) |
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12. |
Type of Reporting Person (See
Instructions) |
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IN;
HC |
1. |
Names
of Reporting Persons. |
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Intracoastal Capital LLC |
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2. |
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. |
SEC
Use Only |
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4. |
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. Sole Voting Power 0 |
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6. Shared Voting Power 1,039,481 |
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7. Sole Dispositive Power 0 |
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8. Shared Dispositive Power 1,039,481 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person 1,039,481 (see Item 4) |
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10. |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) 4.99% (see Item 4) |
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12. |
Type of Reporting Person (See
Instructions) |
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OO |
Item 1.
(a) Name of Issuer
TOP Ships Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive
Offices
1 Vasilisis Sofias and Megalou
Alexandrou Street
151 24 Maroussi
Athens, Greece
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
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 Shares, $0.01
par value per share, of the Issuer (the “Common Stock”).
(e) CUSIP Number
MHY8897Y1986
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 February 14, 2023 (the “SPA”) (as disclosed
in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on February 16, 2023), each of the Reporting Persons may
have been deemed to have beneficial ownership of 1,143,273 shares of Common Stock, which consists of (i) 1,100,000 shares of Common Stock
to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 43,273 shares of Common Stock issuable
upon exercise of a warrant held by Intracoastal (“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) 10,300,906 shares of Common Stock
outstanding as of February 14, 2023, as reported to the Reporting Persons by the Issuer, plus (2) 1,100,000 shares of Common Stock to
be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 43,273 shares of Common Stock issuable upon
exercise of Intracoastal Warrant 1. The foregoing excludes (I) 206,727 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 and (II) 1,100,000 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 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. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,450,000 shares
of Common Stock.
(ii) As
of the close of business on February 23, 2023, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,039,481
shares of Common Stock, which consisted of: (i) 554,284 shares of Common Stock held by Intracoastal, (ii) 250,000 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 1 and (iii) 235,197 shares of Common Stock issuable upon exercise of Intracoastal Warrant
2, and all such shares of Common Stock represented beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 10,300,906
shares of Common Stock outstanding as of February 14, 2023, as reported to the Reporting Persons by the Issuer, plus (2) 10,045,185 shares
of Common Stock in the aggregate issued at the closing of the transaction contemplated by the SPA, (3) 250,000 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 1 and (4) 235,197 shares of Common Stock issuable upon exercise of Intracoastal Warrant
2. The foregoing excludes 864,803 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 4.99%
of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of
1,904,284 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:
1,039,481 .
(iii) Sole power to dispose or to direct the disposition
of 0 .
(iv) Shared power to dispose or to direct the disposition
of 1,039,481 .
| 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 5 percent of the class of securities, check the following þ.
| 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.
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: February 23, 2023
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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: |
/s/ Mitchell P. Kopin |
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Mitchell P. Kopin, Manager |
Page 7 of 7