Atossa Genetics Inc. (Name of Issuer)

Transcription

1 SECURITIES AND EXCHANGE COMMISSION Washingtn, D.C SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO d-2. (Amendment N. 1)* Atssa Genetics Inc. (Name f Issuer) Cmmn Stck, $0.015 par value per share (Title f Class f Securities) 04962H209 (CUSIP Number) December 31, 2017 (Date f Event Which Requires Filing f this Statement) Check the apprpriate bx t designate the rule pursuant t which this Schedule is filed: Rule 13d-1(b) x Rule 13d-1(c) Rule 13d-1(d) *The remainder f this cver page shall be filled ut fr a reprting persn s initial filing n this frm with respect t the subject class f securities, and fr any subsequent amendment cntaining infrmatin which wuld alter the disclsures prvided in a prir cver page. The infrmatin required in the remainder f this cver page shall nt be deemed t be filed fr purpses f Sectin 18 f the Securities Exchange Act f 1934 ( Act ) r therwise subject t the liabilities f that sectin f the Act but shall be subject t all ther prvisins f the Act (hwever, see the Ntes).

2 CUSIP N: 04962H209 (1) Names f Reprting Persns Irquis Capital Management L.L.C. (2) Check the Apprpriate Bx if a Member f a Grup (See Instructins) (a) (b) (3) SEC Use Only (4) Citizenship r Place f Organizatin Delaware Number f Shares Beneficially Owned by Each Reprting Persn With (5) Sle Vting Pwer 0 (6) Shared Vting Pwer (7) Sle Dispsitive Pwer 0 (8) Shared Dispsitive Pwer (9) Aggregate Amunt Beneficially Owned by Each Reprting Persn (10) Check Bx if the Aggregate Amunt in Rw (9) Excludes Certain Shares (See Instructins) (11) Percent f Class Represented by Amunt in Rw (9) 0.37% (12) Type f Reprting Persn (See Instructins) OO

3 CUSIP N: 04962H209 (1) Names f Reprting Persns Richard Abbe (2) Check the Apprpriate Bx if a Member f a Grup (See Instructins) (a) (b) (3) SEC Use Only (4) Citizenship r Place f Organizatin United States f America Number f Shares Beneficially Owned by Each Reprting Persn With (5) Sle Vting Pwer (6) Shared Vting Pwer (7) Sle Dispsitive Pwer (8) Shared Dispsitive Pwer (9) Aggregate Amunt Beneficially Owned by Each Reprting Persn (10) Check Bx if the Aggregate Amunt in Rw (9) Excludes Certain Shares (See Instructins) (11) Percent f Class Represented by Amunt in Rw (9) 0.37% (12) Type f Reprting Persn (See Instructins) IN

4 CUSIP N: 04962H209 (1) Names f Reprting Persns Kimberly Page (2) Check the Apprpriate Bx if a Member f a Grup (See Instructins) (a) (b) (3) SEC Use Only (4) Citizenship r Place f Organizatin United States f America Number f Shares Beneficially Owned by Each Reprting Persn With (5) Sle Vting Pwer (6) Shared Vting Pwer (7) Sle Dispsitive Pwer (8) Shared Dispsitive Pwer (9) Aggregate Amunt Beneficially Owned by Each Reprting Persn (10) Check Bx if the Aggregate Amunt in Rw (9) Excludes Certain Shares (See Instructins) (11) Percent f Class Represented by Amunt in Rw (9) 0.37% (12) Type f Reprting Persn (See Instructins) IN

5 CUSIP N: 04962H209 This Amendment N. 1 (this Amendment ) amends the statement n Schedule 13G filed n Nvember 9, 2017 (the Original Schedule 13G ) with respect t the Cmmn Stck, $ par value (the Cmmn Stck ) f Atssa Genetics Inc., a Delaware crpratin (the Cmpany ). Capitalized terms used herein and nt therwise defined in this Amendment have the meanings set frth in the Original Schedule 13G. This Amendment amends and restates Items 4 and 5 in their entirety as set frth belw. Item 4. Ownership Prvide the fllwing infrmatin regarding the aggregate number and percentage f the class f securities f the issuer identified in Item 1. The infrmatin as f the date f the event which requires filing f this statement required by Items 4(a) (c) is set frth in Rws 5 11 f the cver page fr each Reprting Persn heret and is incrprated herein by reference fr each such Reprting Persn. The percentage set frth in Rw 11 f the cver page fr each Reprting Persn is based n 31,822,741 shares f Cmmn Stck issued and utstanding as f December 22, 2017, as represented in the Cmpany s Prspectus Supplement n Frm 424(b)(5) filed with the Securities and Exchange Cmmissin n December 21, As f the date f the event which requires filing f this statement, Irquis Master Fund Ltd. ( Irquis Master Fund ) held 118,144 shares f Cmmn Stck. Mr. Abbe and Ms. Page share has the authrity and respnsibility fr the investments made n behalf f Irquis Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed t be the beneficial wner f all shares f Cmmn Stck held by Irquis Master Fund. Irquis is the investment manager fr Irquis Master Fund and Mr. Abbe is President f Irquis. The freging shuld nt be cnstrued in and f itself as an admissin by any Reprting Persn as t beneficial wnership f shares f Cmmn Stck wned by anther Reprting Persn. Each f Irquis Master Fund and Mr. Abbe and Ms. Page hereby disclaims any beneficial wnership f any such shares f Cmmn Stck. Item 5. Ownership f Five Percent r Less f a Class If this statement is being filed t reprt the fact that as f the date heref the reprting persn has ceased t be the beneficial wner f mre than five percent f the class f securities, check the fllwing: x Item 10. Certificatin By signing belw each f the undersigned certifies that, t the best f its knwledge and belief, the securities referred t abve were nt acquired and are nt held fr the purpse f r with the effect f changing r influencing the cntrl f the issuer f the securities and were nt acquired and are nt held in cnnectin with r as a participant in any transactin having that purpse r effect.

6 SIGNATURE After reasnable inquiry and t the best f my knwledge and belief, I certify that the infrmatin set frth in this statement is true, cmplete and crrect. Date: February 14, 2018 IROQUOIS CAPITAL MANAGEMENT L.L.C. By: /s/ Richard Abbe Richard Abbe, Authrized Signatry /s/ Richard Abbe Richard Abbe /s/ Kimberly Page Kimberly Page