UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule
13G
(Amendment No. 1)
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OHR PHARMACEUTICAL, INC .
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(Title of Class of Securities)
67778H200
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*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 . | 67778H200 |
1 |
NAME
OF REPORTING PERSON
ORIN
HIRSCHMAN |
|||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | ||
3 |
SEC USE ONLY
|
|||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
| NUMBER
OF SHARES |
5 | SOLE VOTING POWER | 2,376,939 | |
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | 2,376,939 | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | 2,740,939 | |
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 2,740,939 | |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
2,740,939
|
|||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
☐
|
|||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9.
9.0%
|
|||
12 |
TYPE OF REPORTING PERSON*
IN
|
|||
| 2 |
| CUSIP No . | 67778H200 |
1 |
NAME
OF REPORTING PERSON
AIGH
INVESTMENT PARTNERS, LLC |
|||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | ||
3 |
SEC USE ONLY
|
|||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
| NUMBER
OF SHARES |
5 | SOLE VOTING POWER | 1,506,748 | |
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | 1,506,748 | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | 1,535,748 | |
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 1,535,748 | |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,748
|
|||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
☐
|
|||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9.
5.1%
|
|||
12 |
TYPE OF REPORTING PERSON*
OO
|
|||
| 3 |
| CUSIP No . | 67778H200 |
1 |
NAME
OF REPORTING PERSON
THE TZEDAKAH FUND |
|||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | ||
3 |
SEC USE ONLY
|
|||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland |
|||
| NUMBER
OF SHARES |
5 | SOLE VOTING POWER | 731,991 | |
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | 731,991 | |
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | 882,991 | |
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | 882,991 | |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
882,991
|
|||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
☐
|
|||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9.
2.9%
|
|||
12 |
TYPE OF REPORTING PERSON*
OO
|
|||
| 4 |
| Item 1(a). | Name of Issuer: | ||
| Ohr Pharmaceutical, Inc. | |||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | ||
| 800 Third Avenue, 11th Floor, New York, New York 10022 | |||
| Item 2(a). | Names of Persons Filing: | ||
This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1 promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”)
| |||
| I. | Orin Hirschman, who is the managing member of AIGH Investment Partners, LLC, and a trustee of The Tzedakah Fund, with respect to shares of Common Stock (as defined in Item 2(d) below) directly held by AIGH Investment Partners, LLC and The Tzedakah Fund; | ||
| II. | AIGH Investment Partners, LLC, Delaware limited liability company, with respect to shares of Common Stock (as defined in Item 2(d) below) directly held by it; | ||
| III. | The Tzedakah Fund with respect to shares of Common Stock directly held by it. | ||
| Item 2(b). | Address of Principal Business Offices: | ||
| The principal business office of Orin Hirschman, AIGH Investment Partners, LLC, and The Tzedakah Fund is 6006 Berkeley Ave., Baltimore, MD 21209. | |||
| Item 2(c). | Citizenship: | ||
| See item 2(a) above and Item 4 of each cover page. | |||
| Item 2(d). | Title of Class of Securities: | ||
| Common Stock and Warrants to purchase Common Stock, par value $0.0001 per share | |||
| Item 2(e). | CUSIP Number: | ||
| 67778H200 | |||
| 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: | ||
| N/A | |||
| 5 |
| Item 4. | Ownership. |
| 1) | Orin Hirschman |
| (a) | Amount Beneficially Owned: | ||
| 2,740,939 | |||
| (b) | Percent of class: | ||
| 9.0% | |||
| (c) | Number of shares as to which AIGH Investment Partners, LLC has: | ||
| (i) | Sole power to vote or to direct the vote | ||
| 2,376,939 | |||
| (ii) | Shared power to vote or to direct the vote | ||
| 2,376,939 | |||
| (iii) | Sole power to dispose or to direct the disposition of | ||
| 2,740,939 | |||
| (iv) | Shared power to dispose or to direct the disposition of | ||
| 2,740,939 | |||
| 2) | AIGH Investment Partners, LLC |
| (a) | Amount Beneficially Owned: | ||
| 1,535,748 | |||
| (b) | Percent of class: | ||
| 5.1% | |||
| (c) | Number of shares as to which AIGH Investment Partners, LLC has: | ||
| (i) | Sole power to vote or to direct the vote | ||
| 1,506,748 | |||
| (ii) | Shared power to vote or to direct the vote | ||
| 1,506,748 | |||
| (iii) | Sole power to dispose or to direct the disposition of | ||
| 1,535,748 | |||
| (iv) | Shared power to dispose or to direct the disposition of | ||
| 1,535,748 | |||
| 6 |
| 3. | The Tzedakah Fund | ||
| (a) | Amount Beneficially Owned: | ||
| 882,991 | |||
| (b) | Percent of class: | ||
| 2.9% | |||
| (c) | Number of shares as to which AIGH Investment Partners, LLC has: | ||
| (i) | Sole power to vote or to direct the vote | ||
| 731,991 | |||
| (ii) | Shared power to vote or to direct the vote | ||
| 731,991 | |||
| (iii) | Sole power to dispose or to direct the disposition of | ||
| 882,991 | |||
| (iv) | Shared power to dispose or to direct the disposition of | ||
| 882,991 | |||
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| N/A | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| N/A | |
| Item 8. | Identification and Classification of Members of the Group. |
| N/A | |
| Item 9. | Notice of Dissolution of Group. |
| N/A | |
| Item 10. | Certification. |
| N/A |
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 12, 2016 | |||
| By: | /s/ Orin Hirschman | ||
| Orin Hirschman, | |||
| Individually and as managing member of AIGH Investment Partners, LLC, and a trustee of The Tzedakah Fund |
| 7 |