Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AVALO THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
05338F108
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x
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 on 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).
Continued on following pages
Page 1 of 7 Pages
| CUSIP NO. 05338F108 |
Page 2 of 7 |
| CUSIP No.
05338F108 |
| (1) Names
of reporting persons |
Nantahala Capital
Management, LLC |
| (2) Check the appropriate
box if a member of a group |
(a) |
| (see instructions) |
(b) |
| (3) SEC use only |
|
| (4) Citizenship or place
of organization |
MA |
| Number of shares beneficially
owned by each reporting person with: |
|
| (5) Sole
voting power |
0 |
| (6) Shared
voting power |
654,674 |
| (7) Sole
dispositive power |
0 |
| (8) Shared
dispositive power |
654,674 |
| (9) Aggregate amount beneficially
owned by each reporting person |
654,674 |
| (10) Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
|
| (11) Percent of class represented
by amount in Row (9) |
7.0% |
| (12) Type of reporting person
(see instructions) |
IA |
| CUSIP NO. 05338F108 |
Page 3 of 7 |
| CUSIP No.
05338F108 |
| (1) Names
of reporting persons |
Wilmot B. Harkey |
| (2) Check the appropriate
box if a member of a group |
(a) |
| (see instructions) |
(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 |
0 |
| (6) Shared
voting power |
654,674 |
| (7) Sole
dispositive power |
0 |
| (8) Shared
dispositive power |
654,674 |
| (9) Aggregate amount beneficially
owned by each reporting person |
654,674 |
| (10) Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
|
| (11) Percent of class represented
by amount in Row (9) |
7.0% |
| (12) Type of reporting person
(see instructions) |
HC |
| CUSIP NO. 05338F108 |
Page 4
of 7 |
| CUSIP No.
05338F108 |
| (1) Names
of reporting persons |
Daniel Mack |
| (2) Check the appropriate
box if a member of a group |
(a) |
| (see instructions) |
(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 |
0 |
| (6) Shared
voting power |
654,674 |
| (7) Sole
dispositive power |
0 |
| (8) Shared
dispositive power |
654,674 |
| (9) Aggregate amount beneficially
owned by each reporting person |
654,674 |
| (10) Check if the aggregate
amount in Row (9) excludes certain shares (see instructions) |
|
| (11) Percent of class represented
by amount in Row (9) |
7.0% |
| (12) Type of reporting person
(see instructions) |
HC |
| Item
1(a). |
Name
of Issuer: |
| |
|
| |
AVALO
THERAPEUTICS, INC. (the “Issuer”). |
| |
|
| Item
1(b). |
Address
of the Issuer's Principal Executive Offices: |
| |
|
| |
540
GAITHER ROAD, SUITE 400 ROCKVILLE, MD 20850 |
| |
|
| Item
2(a). |
Name
of Person Filing |
| |
|
| |
Nantahala Capital Management, LLC (“Nantahala”)
Wilmot B. Harkey
Daniel Mack (together the “Reporting Persons”) |
| |
|
| Item
2(b). |
Address
of Principal Business Office or, if None, Residence: |
| |
|
| |
130 Main St. 2nd Floor
New Canaan, CT 06840
|
| Item
2(c). |
Citizenship: |
| |
|
| |
Nantahala is a Massachusetts limited liability company.
Each of Messrs. Harkey and Mack is a citizen of the United
States of America. |
| |
|
| Item
2(d). |
Title of Class of Securities:
|
| |
Common Stock, $0.001
par value (the “Shares”). |
| CUSIP NO. 05338F108 |
Page 5
of 7 |
Item
2(e). |
CUSIP
Number: |
| |
05338F108
|
| 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:
|
| |
(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).
(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) x 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) x A parent holding company or control person in accordance
with § 240.13d-1(b)(1)(ii)(G).
(h) ¨ A savings associations 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 of
1940 (15 U.S.C. 80a-3).
(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. |
Ownership: |
| |
|
| Item
4(a). |
Amount Beneficially Owned:
As of December 31, 2022, Nantahala may
be deemed to be the beneficial owner of 654,674 Shares held by funds and separately managed accounts under its control, and as the
managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. |
| |
|
| Item
4(b). |
Percent of Class:
As of December 31, 2022, each of the
Reporting Persons may be deemed to be the beneficial owner of 7.0% of the total number of Shares outstanding. |
| CUSIP NO. 05338F108 |
Page 6
of 7 |
| Item
4(c). |
Number
of shares as to which such person has: |
| |
|
| |
Nantahala Capital Management, LLC
|
|
| |
(i) |
Sole
power to vote or direct the vote |
0 |
|
| |
|
|
|
|
| |
(ii) |
Shared
power to vote or to direct the vote |
654,674 |
|
| |
|
|
|
|
| |
(iii) |
Sole
power to dispose or to direct the disposition of |
0 |
|
| |
|
|
|
|
| |
(iv) |
Shared
power to dispose or to direct the disposition of |
654,674 |
|
| |
|
|
|
|
| |
Each of Messrs. Harkey and Mack
|
|
| |
(i) |
Sole
power to vote or direct the vote |
0 |
|
| |
|
|
|
|
| |
(ii) |
Shared
power to vote or to direct the vote |
654,674 |
|
| |
|
|
|
|
| |
(iii) |
Sole
power to dispose or to direct the disposition of |
0 |
|
| |
|
|
|
|
| |
(iv) |
Shared
power to dispose or to direct the disposition of |
654,674 |
|
| |
|
|
|
|
| Item
5. |
Ownership
of Five Percent or Less of a Class: |
| |
|
| |
This
Item 5 is not applicable. |
| |
|
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person: |
| |
|
| |
This
Item 6 is not applicable. |
| |
|
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
| |
|
| |
Each
of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala,
an investment adviser as described in §240.13d-1(b)(1)(ii)(E). See Item 4(a). |
| |
|
| Item
8. |
Identification
and Classification of Members of the Group: |
| |
|
| |
This
Item 8 is not applicable. |
| |
|
| Item
9. |
Notice
of Dissolution of Group: |
| |
|
| |
This
Item 9 is not applicable. |
| |
|
| Item
10. |
Certification: |
| |
By
signing below each Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and 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 such purpose or effect. |
| CUSIP NO. 05338F108 |
Page 7
of 7 |
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete,
and correct.
| Date: February 14,
2023 |
NANTAHALA
CAPITAL MANAGEMENT, LLC |
| |
|
| |
By: |
/s/
Taki Vasilakis |
| |
|
Taki Vasilakis |
| |
|
Chief Compliance Officer |
| |
|
| |
/s/
Wilmot B. Harkey |
| |
Wilmot
B. Harkey |
| |
|
| |
/s/
Daniel Mack |
| |
Daniel
Mack |
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