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
|
|
|
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|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5. Sole Voting Power
|
0
|
|
|
6. Shared Voting Power
|
411,835
|
|
|
7. Sole Dispositive Power
|
0
|
|
|
8. Shared Dispositive Power
|
397,210
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
411,835
(see Item 4)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
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11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
9.2
% (see Item 4)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN; HC
|
|
|
1.
|
Names of Reporting Persons.
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|
|
|
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
|
411,835
|
|
|
7. Sole Dispositive Power
|
0
|
|
|
8. Shared Dispositive Power
|
397,210
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
411,835
(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)
|
|
|
|
9.2
% (see Item 4)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN; HC
|
|
|
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
United States of America
|
|
|
|
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5. Sole Voting Power
|
0
|
|
|
6. Shared Voting Power
|
411,835
|
|
|
7. Sole Dispositive Power
|
0
|
|
|
8. Shared Dispositive Power
|
397,210
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
411,835
(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)
|
|
|
|
9.2
% (see Item 4)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
OO
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|
|
Item 1.
(a)
Name of Issuer
RXi
Pharmaceuticals Corporation (the “
Issuer
”)
(b)
Address of Issuer’s Principal Executive Offices
257
Simarano Drive, Suite 101
Marlborough,
Massachusetts 01752
Item
2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America
(“
Mr. Kopin
”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“
Mr.
Asher
”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“
Intracoastal
”
and together with Mr. Kopin and Mr. Asher, collectively the “
Reporting Persons
”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit
1
, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d)
Title of Class of Securities
Common
stock, $0.0001 par value per share, of the Issuer (the “
Common Stock
”).
(e)
CUSIP Number
74979C808
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:
|
Not
applicable.
(a)
and (b):
(i) Immediately
following the execution of the Securities Purchase Agreement with the Issuer on April 9, 2018 (the “
SPA
”) (as
disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on April 11, 2018), each of the Reporting
Persons may have been deemed to have beneficial ownership of 304,656 shares of Common Stock, which consisted of: (i) 300,580 shares
of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 4,076 shares of
Common Stock issuable upon exercise of a warrant that was to be issued to Intracoastal at the closing of the transaction contemplated
by the SPA (“
Intracoastal Warrant 1
”), and all such shares of Common Stock in the aggregate represent beneficial
ownership of approximately 9.99% of the Common Stock, based on (1) 2,744,962 shares of Common Stock outstanding immediately prior
to the execution of the SPA as reported by the Issuer, plus (2) 300,580 shares of Common Stock to be issued to Intracoastal at
the closing of the transaction contemplated by the SPA and (3) 4,076 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1. The foregoing excludes (I) 221,359 shares 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 (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof,
together with its affiliates and any other persons 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) 21,500 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal
(“
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 (but only to the extent) that such exercise would
result in beneficial ownership by the holder thereof, together with its affiliates and any other persons acting as a group together
with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock, and (III) 10,000 shares of Common
Stock issuable upon exercise of a second warrant held by Intracoastal (“
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 (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together
with its affiliates and any other persons 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 557,515 shares of Common Stock.
(ii) As
of the close of business on April 18, 2018, each of the Reporting Persons may be deemed to beneficially own 411,835 shares of
Common Stock, which consisted of (i) 186,400 shares of Common Stock held by Intracoastal and (ii) 225,435 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 1, and all such shares of Common Stock in the aggregate represent beneficial ownership
of approximately 9.2% of the Common Stock, based on (1) 2,744,962 shares of Common Stock outstanding immediately prior to the
execution of the SPA as reported by the Issuer, plus (2) 1,510,604 shares of Common Stock issued at the closing of the transaction
contemplated by the SPA, and (3) 225,435 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing
excludes (I) 21,500 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 (but
only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates
and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of
the Common Stock, and (II) 10,000 shares 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 (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together
with its affiliates and any other persons 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 443,335 shares of Common Stock.
(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:
411,835
.
(iii)
Sole power to dispose or to direct the disposition of
0
.
(iv)
Shared power to dispose or to direct the disposition of
397,210
.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
Not
applicable.
|
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.
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: April 18, 2018
|
|
|
|
|
/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
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such information is inaccurate.
Date: April 18, 2018
|
|
|
|
|
/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
|
Page 8 of 8