Statement of Ownership (sc 13g)
March 04 2019 - 2:56PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
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Pain
Therapeutics, Inc.
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(Name
of Issuer)
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Common
Stock, par value $0.001 per share
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(Title
of Class of Securities)
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69562K506
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(CUSIP
Number)
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March
1, 2019
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed
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☐
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Rule
13d-1(b)
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☒
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Rule
13d-1(c)
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☐
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Rule
13d-1(d)
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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. 69562K506
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1.
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Names
of Reporting Persons. AIGH Capital Management, LLC
I.R.S.
Identification Nos. of above persons (entities only).
27-4413262
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
of Place of Organization
Maryland
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Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
1,237,781
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
1,237,781
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8.
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Shared
Dispositive Power
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9.
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Aggregate
Amount Beneficially Owned by each Reporting Person
1,237,781
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent
of Class Represented by Amount in Row 9
7.2%
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12.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 69562K506
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1.
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Names
of Reporting Persons. AIGH Investment Partners, L.L.C.
I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
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3.
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SEC
Use Only
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4.
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Citizenship
of Place of Organization
Delaware
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Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
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9.
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Aggregate
Amount Beneficially Owned by each Reporting Person
0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent
of Class Represented by Amount in Row 9
0%
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12.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 69562K506
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1.
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Names
of Reporting Persons. Orin Hirschman
I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
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3.
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SEC
Use Only
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4.
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Citizenship
of Place of Organization
United
States
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Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
1,237,781
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
1,237,781
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8.
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Shared
Dispositive Power
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9.
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Aggregate
Amount Beneficially Owned by each Reporting Person
1,237,781
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent
of Class Represented by Amount in Row 9
7.2%
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12.
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Type
of Reporting Person (See Instructions)
IN
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ITEM
1:
(a)
Name of Issuer:
Pain
Therapeutics, Inc.
(b)
Address of Issuer’s Principal Executive Offices:
7801
N. Capital of Texas Highway, Suite 260
Austin,
TX 78731
ITEM
2:
(a)
Name of Person Filing:
This
Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1 promulgated by the Securities and
Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”):
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(i)
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AIGH
Capital Management, LLC, a Maryland limited liability company ("AIGH LP"), as an Advisor or Sub-Advisor with respect
to shares of Common Stock (as defined in Item 2(d) below) held by AIGH Investment Partners, L.P. and WVP Emerging Manger Onshore
Fund, LLC;
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(ii)
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AIGH
Investment Partners, L.L.C., a Delaware limited liability company ("AIGH LLC"), with respect
to shares of Common Stock (as defined in Item 2(d) below) directly held by it;
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(iii)
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Mr.
Orin Hirschman ("Mr. Hirschman"), who is the Managing Member of AIGH Capital Management, LLC and president of AIGH
LLC, with respect to shares of Common Stock indirectly held by AIGH LP, directly by AIGH LLC and Mr. Hirschman and his family
directly.
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AIGH
Capital Management LLC., AIGH Investment Partners LLC, and Mr. Hirschman are hereinafter sometimes collectively referred to as
the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate party.
(b)
Address of Principal Business Office or, if None, Residence:
The
principal office and business address of AIGH Investment Partners, L.P., AIGH Investment Partners LLC, and Mr. Hirschman is:
6006
Berkeley Avenue
Baltimore
MD 21209
(c)
Citizenship:
See
Item 2(a) above and Item 4 of each cover page.
(d)
Title of Class of Securities:
Common
Stock, par value $0.001 per share
(e)
CUSIP Number:
69562K506
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:
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(a)
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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A
non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
___________________________.
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ITEM
4: OWNERSHIP.
See
Item s 5,6,7,8 and 9 of each cover page.
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.
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: CERTIFICATIONS.
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.
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.
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Dated:
March 4, 2019
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By:
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/s/
Orin Hirschman
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Orin
Hirschman,
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Individually
and as (a) managing member of AIGH Capital Management, LLC.: and (b) president of AIGH Investment Partners LLC.
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