Filing Details
- Accession Number:
- 0001011438-22-000017
- Form Type:
- 13D Filing
- Publication Date:
- 2022-01-19 19:00:00
- Filed By:
- Armistice Capital
- Company:
- Avalo Therapeutics Inc. (NASDAQ:AVTX)
- Filing Date:
- 2022-01-20
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Armistice Capital | 0 | 50,400,000 | 0 | 50,400,000 | 50,400,000 | 43.3% |
| Steven Boyd | 412,442 | 50,400,000 | 412,442 | 50,400,000 | 50,812,442 | 43.7% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 23)*
| Avalo Therapeutics, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 par value per share |
| (Title of Class of Securities) |
| 05338F108 |
| (CUSIP Number) |
| Brian Kohn c/o Armistice Capital, LLC 510 Madison Avenue 7th Floor New York, NY 10022 Telephone Number: (212) 231-4930 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| January 18, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
| If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ]. | |
| | |
| * 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 disclosures provided in a prior cover page. | |
CUSIP No. 05338F108
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Armistice Capital, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| | (b) | ☐ | |||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 50,400,000 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 50,400,000 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 50,400,000 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 43.3% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA, OO | | | |||
| | | ||||
CUSIP No. 05338F108
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Steven Boyd | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| | (b) | ☐ | |||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States of America | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 412,442 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 50,400,000 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 412,442 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 50,400,000 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 50,812,442 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 43.7% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN, HC | | | |||
| | |||||
Amendment No. 23 to Schedule 13D
The following constitutes Amendment No. 23 to the Schedule 13D filed by the undersigned (“Amendment No. 23”). This Amendment No. 23 amends the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by
reference in all other items, as applicable.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
The information in Item 4 is incorporated herein by reference.
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The shares of Common Stock reported to be beneficially owned by the Reporting Persons are based
on 112,317,829 shares of Common Stock outstanding as of November 5, 2021, based on information in the Issuer’s Form 10-Q filed with the SEC on November 9, 2021. Of the 50,400,000 shares of Common Stock beneficially owned by the Reporting Persons
that are directly held by the Master Fund, 4,000,000 of such shares of Common Stock are issuable upon exercise of warrants directly held by the Master Fund and beneficially owned by the Reporting Persons.
Armistice Capital is the investment manager of the Master Fund, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the
Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master
Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with
Armistice Capital.
(c) The disclosure in Item 4 is incorporated herein by reference. Except as disclosed in Schedule A hereto or elsewhere in this Schedule 13D, as amended, there have been no transactions in the shares of Common Stock by
the Reporting Persons within the past 60 days.
(d) The disclosure in Item 2 is incorporated herein by reference.
(e) Not applicable.
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.
| | January 19, 2022 | |
| | (Date) | |
| | | |
| | | |
| | Armistice Capital, LLC | |
| | | |
| | By: /s/ Steven Boyd | |
| | Name: Steven Boyd | |
| | Title: Managing Member | |
| | Steven Boyd | |
| | | |
| | /s/ Steven Boyd | |
SCHEDULE A
TRANSACTIONS
Except as otherwise disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons (on behalf of the Master Fund) with respect to shares of Common
Stock effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on January 19, 2022. Except as otherwise noted, all such transactions were purchases or sales of shares of Common Stock effected in the
open market, and the table excludes commissions paid in per share prices.
| NATURE OF TRANSACTION | | DATE OF TRANSACTION | | | AMOUNT OF SECURITIES | | | PRICE PER SHARE / PREMIUM PER OPTION ($) | | |||
| Purchase of Common Stock | 01/07/2022 | 137,900 | 1.0368 | (1) | ||||||||
| Purchase of Common Stock | 01/10/2022 | 491,097 | 0.9868 | (2) | ||||||||
| Purchase of Common Stock | 01/11/2022 | 16,003 | 0.9587 | (3) | ||||||||
| Purchase of Common Stock | | | 01/12/2022 | | | | 57,300 | | | | 1.0433 | (4) |
| Purchase of Common Stock | | | 01/13/2022 | | | | 312,700 | | | | 1.0042 | |
| Purchase of Common Stock | | | 01/14/2022 | | | | 85,000 | | | | 0.9291 | (5) |
| Purchase of Common Stock | | | 01/18/2022 | | | | 206,300 | | | | 0.8833 | (6) |
| Purchase of Common Stock | | | 01/19/2022 | 93,700 | 0.8757 | (7) | ||||||
(1) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $1.0097 to $1.0811. The Reporting Persons undertake
to provide the staff of the Securities and Exchange Commission (the “Staff”), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
(2) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $0.9733 to $1.0064. The Reporting Persons undertake
to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
(3) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $0.9484 to $0.9795. The Reporting Persons undertake
to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
(4) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $1.0300 to $1.0550. The Reporting Persons undertake
to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
(5) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $0.9137 to $0.9497. The Reporting Persons undertake
to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
(6) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $0.8762 to $0.9029. The Reporting Persons undertake
to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
(7) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $0.8501 to $0.8956. The Reporting Persons undertake
to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.