UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Allena Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

018119107

(CUSIP Number)

 

December 31, 2019

(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).

 

 

 

 

 

Page 2 of 9

 

CUSIP No.

018119107

 

 

 

1

NAME OF REPORTING PERSONS
Altium Capital Management, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

 

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING

0

 

6

SHARED VOTING POWER

0

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0% (See Item 4)

 

12

TYPE OF REPORTING PERSON

IA

 

 

 

 

 

 

 

 

 

Page 3 of 9

 

CUSIP No.

018119107

 

 

 

1

NAME OF REPORTING PERSONS
Altium Growth Fund, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN:  82-2105101

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

 

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING

0

 

6

SHARED VOTING POWER

0

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0% (See Item 4)

 

12

TYPE OF REPORTING PERSON

PN

 

 

 

 

 

 

 

 

 

Page 4 of 9

 

CUSIP No.

018119107

 

 

 

1

NAME OF REPORTING PERSONS
Altium Growth GP, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN:  82-2086430

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

 

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING

0

 

6

SHARED VOTING POWER

0

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0% (See Item 4)

 

12

TYPE OF REPORTING PERSON

PN

 

 

 

 

 

 

 

 

 

 

Page 5 of 9

 

CUSIP No.

018119107

 

 

 

Item 1(a).

 

Name of Issuer:

Allena Pharmaceuticals, Inc. (the “Issuer”)

 

 

 

 

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:

One Newton Executive Park, Suite 202
Newton, Massachusetts 02462

 

Item 2(a).  

Name of Person Filing:

This statement is jointly filed by and on behalf of each of Altium Growth Fund, LP, Altium Capital Management, LLC, and Altium Growth GP, LLC.

                                                 
Item 2(b).   Address of Principal Business Office or, if None, Residence:
    The address of the principal business office of each of the reporting persons is 551 Fifth Ave, FL 19 New York, NY 10176
     
Item 2(c).   Citizenship:
    See Item 4 on the cover page(s) hereto.
     
Item 2(d).   Title of Class of Securities:
    Common Stock
     
Item 2(e).   CUSIP Number: 018119107
     
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:
   
  (a) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
       
  (b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

(c)

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

 

 

 

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

 

 

 

 

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

  

 

 

 

Page 6 of 9

 

 

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

 

 

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

 

 

 

 

 

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

 

 

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

 

 

 

 

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

 

Item 4.

Ownership.

 

As of the close of business on December 31, 2019, each of the Reporting Persons have no beneficial ownership of the Issuer’s Common Stock.

 

 

 

 

Page 7 of 9

 

CUSIP No.

018119107

 

 

 

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.

 

Not applicable

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable

 

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable

 

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable

 

 

Item 10.

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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.

 

 

Dated:

February 13, 2020

 

 

 

 

Altium Capital Management, LP

 

 

 

 

By:

/s/ Jacob Gottlieb

 

Name:

Jacob Gottlieb

 

Title:

CEO

 

 

 

 

Altium Growth Fund, LP

 

 

 

 

By: Altium Growth GP, LLC

 

Its: General Partner

 

 

 

 

Signature:

/s/ Jacob Gottlieb

 

Name:

Jacob Gottlieb

 

Title:

Managing Member of Altium Growth GP, LLC

 

 

 

 

Altium Growth GP, LLC

 

 

 

 

By:

/s/ Jacob Gottlieb

 

Name:

Jacob Gottlieb

 

Title:

Managing Member

 

 

 

 

Page 8 of 9

 

EXHIBIT INDEX

 

EXHIBIT 1:

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

 

 

 

Members of Group

 

 

 

 

Page 9 of 9

 

EXHIBIT 1

 

JOINT ACQUISITION STATEMENT 

PURSUANT TO SECTION 240.13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

 

Dated:

February 13, 2020

 

 

 

 

Altium Capital Management, LP

 

 

 

 

By:

/s/ Jacob Gottlieb

 

Name:

Jacob Gottlieb

 

Title:

CEO

 

 

 

 

Altium Growth Fund, LP

 

 

 

 

By: Altium Growth GP, LLC

 

Its: General Partner

 

 

 

 

Signature:

/s/ Jacob Gottlieb

 

Name:

Jacob Gottlieb

 

Title:

Managing Member of Altium Growth GP, LLC

 

 

 

 

Altium Growth GP, LLC

 

 

 

 

By:

/s/ Jacob Gottlieb

 

Name:

Jacob Gottlieb

 

Title:

Managing Member