Statement of Changes in Beneficial Ownership (4)
15 January 2022 - 09:50AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * ARMISTICE CAPITAL,
LLC |
2. Issuer Name and Ticker or Trading
Symbol Avalo Therapeutics, Inc. [ AVTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
510 MADISON AVENUE, 7TH FLOOR, |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/12/2022
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
|
Common Stock |
1/12/2022 |
|
P |
|
57300 |
A |
$1.0433 (2) |
45702300 |
I |
See Footnote (1) |
|
Common Stock |
1/13/2022 |
|
P |
|
312700 |
A |
$1.0042 |
46015000 |
I |
See Footnote (1) |
|
Common Stock |
1/14/2022 |
|
P |
|
85000 |
A |
$0.9291 (3) |
46100000 |
I |
See Footnote (1) |
|
Common Stock |
|
|
|
|
|
|
|
412442 |
D (4) |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of
Responses: |
| (1) |
The reported securities of
Avalo Therapeutics, Inc. (the "Issuer") are directly held by
Armistice Capital Master Fund Ltd., a Cayman Islands exempted
company (the "Master Fund"), and may be deemed to be indirectly
beneficially owned by: (i) Armistice Capital, LLC ("Armistice
Capital"), as the investment manager of the Master Fund; and (ii)
Steven Boyd, as the Managing Member of Armistice Capital ("Mr.
Boyd", and collectively with the Master Fund and Armistice Capital,
the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd
disclaim beneficial ownership of the reported securities except to
the extent of their respective pecuniary interests therein, and
this report shall not be deemed an admission that either of them
are the beneficial owners of the securities for purposes of Section
16 of the Securities Exchange Act of 1934, as amended, or for any
other purpose. |
| (2) |
The price reported in Column
4 is a weighted average price. These shares were purchased in
multiple transactions at prices ranging from $1.0300 to $1.0550,
inclusive. The reporting persons undertake to provide to the
Issuer, any security holder of the Issuer, or the staff of the
Securities and Exchange Commission, upon request, full information
regarding the number of shares purchased at each separate price
within the ranges set forth in footnotes (2) and (3) to this Form
4. |
| (3) |
The price reported in Column
4 is a weighted average price. These shares were purchased in
multiple transactions at prices ranging from $0.9137 to $0.9497,
inclusive. |
| (4) |
These shares are directly
owned by Mr. Boyd in his personal capacity. |
Remarks:
Each of the Master Fund and Armistice Capital may be deemed a
director by deputization of the Issuer by virtue of the fact that
Steven Boyd, a representative of the Master Fund and Armistice
Capital, currently serves on the Issuer's board of directors. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
ARMISTICE CAPITAL, LLC
510 MADISON AVENUE, 7TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|
Armistice Capital Master Fund Ltd.
510 MADISON AVENUE
7TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|
Boyd Steven
510 MADISON AVENUE
7TH FLOOR
NEW YORK, NY 10022 |
X |
X |
|
|
Signatures
|
|
ARMISTICE CAPITAL, LLC, Name: /s/ Steven Boyd,
Title: Managing Member |
|
1/14/2022 |
| **Signature of Reporting
Person |
Date |
|
ARMISTICE CAPITAL MASTER FUND LTD, Name: /s/
Steven Boyd, Title: Director |
|
1/14/2022 |
| **Signature of Reporting
Person |
Date |
|
STEVEN BOYD, Name: /s/ Steven
Boyd |
|
1/14/2022 |
| **Signature of Reporting
Person |
Date |
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