Statement of Ownership (sc 13g)
February 18 2020 - 2:47PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
aTyr
Pharma, Inc.
|
(Name
of Issuer)
|
Common
stock, par value $0.001 per share
|
(Title
of Class of Securities)
|
002120202
|
(CUSIP
Number)
|
February
6, 2019
|
(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).
CUSIP
No.
|
002120202
|
|
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
475,000
shares of Common Stock
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
475,000
shares of Common Stock
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,000
shares of Common Stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
(see Item 4)
|
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
|
|
CUSIP
No.
|
002120202
|
|
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
475,000
shares of Common Stock
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
475,000
shares of Common Stock
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,000
shares of Common Stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
(see Item 4)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP
No.
|
002120202
|
|
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
475,000
shares of Common Stock
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
475,000
shares of Common Stock
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,000
shares of Common Stock
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
(see Item 4)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP
No.
|
002120202
|
|
Page
5 of 9
|
Item
1(a).
|
|
Name of Issuer:
|
aTyr Pharma, Inc. (the “Issuer”)
|
|
|
|
|
|
|
|
|
|
Item
1(b).
|
|
Address
of Issuer’s Principal Executive Offices:
|
3545
John Hopkins Court, Suite 250
San Diego, CA 92121
|
|
|
|
|
|
|
|
|
|
Item
2(a).
|
|
Name
of Person Filing:
This
statement is jointly filed by and on behalf of each of Altium Growth Fund, LP, Altium Capital Management, LLC, and Altium
Growth GP, LLC. Altium Growth Fund, LP 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,
Altium Growth Fund, LP. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities
owned by, Altium Growth Fund, LP.
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
551Fifth Ave, FL 19 New York, NY 10176
|
|
|
|
|
|
|
|
|
|
Item
2(c).
|
|
Citizenship:
|
|
|
See
Item 4 on the cover page(s) hereto.
|
|
|
|
|
|
|
Item
2(d).
|
|
Title
of Class of Securities:
|
|
|
Common
Stock, par value $0.001 per share (“Common Stock”)
|
|
|
|
|
|
|
Item
2(e).
|
|
CUSIP
Number: 002120202
|
|
|
|
|
|
|
|
|
|
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).
|
|
|
|
|
CUSIP
No.
|
002120202
|
|
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 8,125,479
shares of Common Stock issued and outstanding as of February 6, 2020 as represented in the Issuer’s Prospectus Filed Pursuant
to Rule 424(b)(4) with the Securities and Exchange Commission on February 6, 2020.
CUSIP
No .
|
002120202
|
|
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
18, 2020
|
|
|
|
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
|
Page
9 of 9
EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO SECTION 240.13d-1(k)
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 shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements. 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, her or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons,
except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
|
Dated:
|
February
18, 2020
|
|
|
|
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
|
aTyr Pharma (NASDAQ:LIFE)
Historical Stock Chart
From Aug 2024 to Sep 2024
aTyr Pharma (NASDAQ:LIFE)
Historical Stock Chart
From Sep 2023 to Sep 2024