Amended Statement of Ownership (sc 13g/a)
February 08 2019 - 12:11PM
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)*
Pain Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
69562K506
(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.
69562K506
|
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.
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Citizenship or Place of Organization
United States of America
|
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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
|
|
6.
|
Shared Voting Power
907,446
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
907,446
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
907,446 (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)
5.006
%
(see Item 4)
|
|
12.
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Type of Reporting Person (See Instructions)
IN; HC
|
CUSIP No.
69562K506
|
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
907,446
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
907,446
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
907,446 (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)
5.006
%
(see Item 4)
|
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
CUSIP No.
69562K506
|
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
907,446
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
907,446
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
907,446 (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)
5.006
%
(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 August 24, 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.
Item
4. Ownership.
(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
907,446
shares of Common Stock
issuable upon exercise of
the Intracoastal Warrant
,
and all such shares of Common Stock represented beneficial
ownership of approximately
5.006
% of the Common Stock,
based
on
(1) 17,219,300 shares of Common Stock outstanding on December 17, 2018 as reported by the Issuer, plus (2) 907,446
shares
of Common Stock
issuable upon exercise of the Intracoastal Warrant.
(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:
907,446
.
(iii) Sole power to dispose or to direct the disposition
of
0
.
(iv) Shared power to dispose or to direct the disposition
of
907,446
.
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
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin
|
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/s/ Daniel B. Asher
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Daniel B. Asher
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Intracoastal Capital LLC
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By:
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/s/ Mitchell P. Kopin
|
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Mitchell P. Kopin, Manager
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