UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No.)*
Avalo
Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, $0.001 Par Value
(Title
of Class of Securities)
05338F306
(CUSIP
Number)
August
13, 2024
(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. 05338F306 |
SCHEDULE
13G |
| 1 |
NAME
OF REPORTING PERSONS
Patrick
J. Crutcher |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
110,851* |
| 6 |
SHARED
VOTING POWER
0 |
| 7 |
SOLE
DISPOSITIVE POWER
110,851* |
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,851* |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%* |
| 12 |
TYPE
OF REPORTING PERSON
IA |
*See
Item 4 for additional information.
| CUSIP
No. 05338F306 |
SCHEDULE
13G |
| Item
1. |
(a)
Name of Issuer |
Avalo
Therapeutics, Inc. (the “Issuer”)
| Item
1. |
(b)
Address of Issuer’s Principal Executive Offices |
540
Gaither Road, Suite 400, Rockville, Maryland 20850
| Item
2. |
(a,
b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
This
report on Schedule 13G is being filed by Patrick J. Crutcher (the “Reporting Person”). The Reporting Person is a citizen
of the United States.
The
address for the Reporting Person is: 650 Ponce De Leon Ave., Suite 300 #2347, Atlanta, GA 30308.
| Item
2. |
(d)
Title of Class of Securities |
Common
Stock, $0.001 par value (the “Common Stock”)
05338F306
| Item
3. |
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a: |
N/A
| CUSIP
No. 05338F306 |
SCHEDULE
13G |
As
reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:
(a)
Amount Beneficially Owned: 110,851*
(b)
Percent of Class: 9.9%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 110,851*
(ii)
Shared power to vote or to direct the vote: 0
(iii)
Sole power to dispose or to direct the disposition of: 110,851*
(iv)
Shared power to dispose or to direct the disposition of: 0
As
reported in the cover pages to this report, the ownership information with respect to Commodore Master is as follows:
(a)
Amount Beneficially Owned: 110,851*
(b)
Percent of Class: 9.9%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 110,851*
(ii)
Shared power to vote or to direct the vote: 0
(iii)
Sole power to dispose or to direct the disposition of: 110,851*
(iv)
Shared power to dispose or to direct the disposition of: 0
*On
March 27, 2024, the Issuer entered into an agreement and plan of merger and reorganization (the “Merger Agreement”), with
Project Athens Merger Sub, Inc. (“Merger Sub”), Second Project Athens Merger Sub, LLC (“Second Merger Sub”) and
AlmataBio, Inc. (“Almata”). Pursuant to the Merger Agreement on March 27, 2024, Merger Sub merged with and into Almata, with
Almata continuing as the surviving entity, and immediately thereafter Almata merged with and into Second Merger Sub (collectively, the
“Merger”), with Second Merger Sub as the surviving entity and a wholly owned subsidiary of the Issuer. As consideration for
the Merger, the Company issued to Almata stockholders an aggregate of 171,605 shares of Common Stock and an aggregate of 2,412 shares
of Series C non-voting convertible preferred stock, $0.001 par value per share (“Series C Preferred Stock”).
Pursuant
to stockholder approval on August 13, 2024, each share of Series C Preferred Stock automatically converted into 1,000 shares of Common
Stock on August 15, 2024, subject to a beneficial ownership limitation of 9.9% (the “Ownership Limitation”) and certain
other adjustments.
The
Reporting Person was the former Chief Executive Officer of Almata. Pursuant to the Merger Agreement, the Reporting Person received
(i) 36,467 shares of Common Stock and (ii) 513 shares of Series C Preferred Stock, which are convertible into 513,000
shares of Common Stock, subject to the Ownership Limitation. As of August 13, 2024, the Reporting Person may be deemed to beneficially
own 110,851 shares of Common Stock. The reported beneficial ownership percentages are based upon 1,034,130 shares of Common Stock outstanding
as of August 5, 2024, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on August 12, 2024.
| CUSIP
No. 05338F306 |
SCHEDULE
13G |
| 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.
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.
| CUSIP
No. 05338F306 |
SCHEDULE
13G |
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.
| |
Dated:
August 23, 2024 |
| |
|
|
| |
By: |
/s/
Patrick J. Crutcher |
| |
|
Patrick
J. Crutcher |
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