Avenue Therapeutics, Inc.
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
216,790 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
216,790 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person (see Item 4)
216,790 |
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)
4.99% |
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
216,790 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
216,790 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person (see Item 4)
216,790 |
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)
4.99% |
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
216,790 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
216,790 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person (see Item 4)
216,790 |
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)
4.99% |
12. |
Type of Reporting Person (See Instructions)
OO |
Item
1.
(a)
Name of Issuer
Avenue
Therapeutics, Inc. (the “Issuer”)
(b)
Address of Issuer’s Principal Executive Offices
2
Gansevoort Street, 9th Floor
New
York, New York 10014
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
Stock, $0.0001 par
value per share, of the Issuer (the “Common Stock”).
(e)
CUSIP Number
05360L205
| 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.
(a)
and (b):
(i)
Immediately following the consummation of the underwritten public offering by the Issuer on October 11, 2022 (the “Offering”)
(as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on October 11, 2022), each of the Reporting
Persons may have been deemed to have beneficial ownership of 272,700 shares of Common Stock held by Intracoastal, and all such shares
of Common Stock in the aggregate represent beneficial ownership of approximately 6.6% of the Common Stock, based on 4,127,717
shares of Common Stock outstanding following the consummation of the Offering as reported by the Issuer. The foregoing excludes
272,700 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (the “Intracoastal Warrant”)
because the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the
Intracoastal Warrant 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 545,400 shares of Common Stock.
(ii)
As of the close of business on October 14, 2022, each of the Reporting Persons may have been deemed to
have beneficial ownership of 216,790 shares of Common Stock issuable upon exercise of the
Intracoastal Warrant, and all such shares of Common Stock represented beneficial ownership of approximately 4.99%
of the Common Stock, based on (1) 4,127,717 shares of Common Stock outstanding following the consummation
of the Offering as reported by the Issuer, plus (2) 216,790 shares of Common Stock issuable upon exercise of the Intracoastal Warrant.
The foregoing excludes 55,910 shares of Common Stock issuable upon exercise of the Intracoastal Warrant because the Intracoastal Warrant
contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Warrant 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 272,700 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: 216,790 .
(iii)
Sole power to dispose or to direct the disposition of 0 .
(iv)
Shared power to dispose or to direct the disposition of 216,790
.
| 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:
October 17, 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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