0000902664-16-005601.txt : 20160212 0000902664-16-005601.hdr.sgml : 20160212 20160212113050 ACCESSION NUMBER: 0000902664-16-005601 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AtheroNova Inc. CENTRAL INDEX KEY: 0001377053 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201915083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82426 FILM NUMBER: 161416328 BUSINESS ADDRESS: STREET 1: 2301 DUPONT DRIVE, SUITE 525 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: (949) 525-5471 MAIL ADDRESS: STREET 1: 2301 DUPONT DRIVE, SUITE 525 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: AtheroNova, Inc. DATE OF NAME CHANGE: 20100519 FORMER COMPANY: FORMER CONFORMED NAME: Trist Holdings, Inc. DATE OF NAME CHANGE: 20080103 FORMER COMPANY: FORMER CONFORMED NAME: LandBank Group Inc DATE OF NAME CHANGE: 20061002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Empery Asset Management, LP CENTRAL INDEX KEY: 0001469336 IRS NUMBER: 262107121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-608-3300 MAIL ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G/A 1 p16-0115sc13ga.htm ATHERONOVA, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 

AtheroNova, Inc.

(Name of Issuer)
 

Common Stock, $0.0001 par value

(Title of Class of Securities)
 

047438304

(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 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 6 Pages)

 

______________________________

*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. 047438304

13GPage 2 of 6 Pages

 

1

NAMES OF REPORTING PERSONS

Empery Asset Management, LP

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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

116,373 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

116,373 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

116,373 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.32 %

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 047438304

13GPage 3 of 6 Pages

 

1

NAMES OF REPORTING PERSONS

Ryan M. Lane

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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

116,373 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

116,373 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

116,373 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.32%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 047438304

13GPage 4 of 6 Pages

 

1

NAMES OF REPORTING PERSONS

Martin D. Hoe

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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

116,373 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

116,373 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

116,373 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.32%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 047438304

13GPage 5 of 6 Pages

 

This Amendment No. 2 (this "Amendment") amends the statement on Schedule 13G filed on December 23, 2014 (the "Original Schedule 13G," as amended by Amendment No. 1 to the Original Schedule 13G filed on January 12, 2015, the Original Schedule 13G, as amended, the "Schedule 13G"), with respect to shares of Common Stock, par value $0.0001 (the "Common Stock"), of AtheroNova, Inc. (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 4 and 5 in their entirety as set forth below.

 

Item 4. OWNERSHIP.

 

   

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 8,809,139 shares of Common Stock issued and outstanding as of November 10, 2014, as represented in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 19, 2014.

 

The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock held by the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.

 

 

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: [X]

 

CUSIP No. 047438304

13GPage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 12, 2016

  EMPERY ASSET MANAGEMENT, LP
  By: EMPERY AM GP, LLC, its General Partner
 

 

 

  By: _/s/ Ryan M. Lane_______
  Name:  Ryan M. Lane
  Title:  Managing Member
 

 

 

  _/s/ Ryan M. Lane__________
  Ryan M. Lane
 

 

 

  _/s/ Martin D. Hoe__________
  Martin D. Hoe