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.
|
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
1,030,573
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
30,573
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,030,573
(see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.99% (see
Item 4)
|
12.
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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
1,030,573
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
30,573
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,030,573
(see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.99% (see
Item 4)
|
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
1,030,573
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
30,573
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,030,573
(see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.99% (see
Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
Item 1.
(a) Name of Issuer
Lianluo Smart Limited (the “Issuer”)
(b) Address of Issuer’s Principal
Executive Offices
Room 611, 6th Floor, BeiKong
Technology Building, No. 10 Baifuquan Road,
Changping District, Beijing,
102200
People’s Republic of China
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
Class A Common Shares, $0.002731 par value per share,
of the Issuer (the “Common Stock”).
(e) CUSIP Number
G5478K100
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 12, 2020 (the
“SPA”) (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on
February 13, 2020), each of the Reporting Persons may have been deemed to have beneficial ownership of 743,115 shares of
Common Stock which consisted of (i) 740,000 shares of Common Stock to be issued to Intracoastal at the closing of the
transaction contemplated by the SPA and (ii) 3,115 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”), and
all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock,
based on (1) 6,695,475 shares of Common Stock outstanding as of February 12, 2020 as reported by the Issuer, plus (2) 740,000
shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 3,115
shares of Common Stock issuable upon an exercise of Intracoastal Warrant 1. The foregoing excludes 736,885 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. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial
ownership of 1,480,000 shares of Common Stock.
(ii) As
of the close of business on February 21, 2020, each of the Reporting Persons may have been deemed to have beneficial
ownership of 1,030,573 shares of Common Stock, which consisted of (i) 1,000,000 shares of Common Stock to be issued to
Intracoastal at the closing of the transaction contemplated by the Securities Purchase Agreement with the Issuer dated
February 21, 2020 (the “Second SPA”) and (ii) 30,573 shares of Common Stock issuable upon exercise of
Intracoastal Warrant 1, and all such shares of Common Stock represented beneficial ownership of approximately 9.99% of the
Common Stock, based on (1) 6,695,475 shares of Common Stock outstanding as of February 12, 2020, plus (2) 2,590,000 shares of
Common Stock in the aggregate issued at the closing of the transaction contemplated by the SPA, (3) 1,000,000 shares of
Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the Second SPA, and (4) 30,573
shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 1,000,000 shares of
Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated
by the Second 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 and (II) 709,427 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 Without such blocker
provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,740,000 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:
1,030,573 .
(iii) Sole power to dispose or to direct the disposition
of 0 .
(iv) Shared power to dispose or to direct the disposition
of 30,573 .
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: February 24, 2020
|
/s/
Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
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/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
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: February 24, 2020
|
/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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Page 8 of 8