Amended Statement of Ownership (sc 13g/a)
February 08 2019 - 1:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Stellar Biotechnologies, Inc
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
85855A302
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of
this Statement)
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).
CUSIP
No.
85855A302
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
591,643
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
591,643
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
591,643 (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
|
CUSIP
No.
85855A302
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
591,643
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
591,643
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
591,643
(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
|
CUSIP
No.
85855A302
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
591,643
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
591,643
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
591,643
(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
|
This Amendment No. 1
is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with
the Securities and Exchange Commission (the “
SEC
”) on June 4, 2018 (the “
Schedule 13G
”).
Except as set forth
below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13G.
(a) and (b):
As
of the close of business on December 31, 2018,
each of the Reporting Persons may have been deemed
to
have beneficial ownership of 591,643 shares of Common
Stock
issuable upon exercise
of Intracoastal Warrant 2,
and all such shares of Common Stock represented beneficial ownership of approximately
9.99
%
of the Common Stock,
based on (1)
5,330,715 shares of Common Stock outstanding on November
28, 2018 as reported by the Issuer
, plus (2) 591,643 shares of Common
Stock
issuable
upon exercise of Intracoastal Warrant 2.
The foregoing excludes (I) 188,357
shares
of Common Stock issuable upon exercise of 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 that such exercise would
result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other person or entity
acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, (II)
390,000 s
hares
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 that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s
affiliates, and any other person or entity 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 (III) 104,300 s
hares
of Common Stock issuable
upon exercise of Intracoastal Warrant 3
because Intracoastal Warrant 3 contains a blocker
provision under which the holder thereof
does not have the right to exercise Intracoastal Warrant 3 to the extent that such
exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other
person or entity acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the
Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership
of 1,274,300 shares of Common Stock.
(c)
Number of
shares as to which each Reporting Person has:
(1) Sole power to vote or to direct the vote:
0
.
(2) Shared power to vote or to direct the vote:
591,643
.
(3) Sole power to dispose or
to direct the disposition of
0
.
(4) Shared power to dispose
or to direct the disposition of
591,643
.
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 8, 2019
|
/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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