0001213900-22-006726.txt : 20220211 0001213900-22-006726.hdr.sgml : 20220211 20220211081512 ACCESSION NUMBER: 0001213900-22-006726 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220211 DATE AS OF CHANGE: 20220211 GROUP MEMBERS: DANIEL B. ASHER GROUP MEMBERS: MITCHELL P. KOPIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOS Ltd CENTRAL INDEX KEY: 0001346610 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90300 FILM NUMBER: 22616860 BUSINESS ADDRESS: STREET 1: BLDG 6, E. SEAVIEW PARK, 298 HAIJING RD STREET 2: YINZHU STR., WEST COAST NEW DISTRICT CITY: QINGDAO SHANDONG PROVINCE STATE: F4 ZIP: 266400 BUSINESS PHONE: 86-532-86617117 MAIL ADDRESS: STREET 1: ATM CAPITAL PARTNERS LLC STREET 2: 35 EAST 38TH ST STE 11C CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: China Rapid Finance Ltd DATE OF NAME CHANGE: 20150923 FORMER COMPANY: FORMER CONFORMED NAME: China Risk Finance LLC DATE OF NAME CHANGE: 20051212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTRACOASTAL CAPITAL, LLC CENTRAL INDEX KEY: 0001646799 IRS NUMBER: 320460881 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 245 PALM TRAIL CITY: DELRAY BEACH STATE: FL ZIP: 33483 BUSINESS PHONE: 8475629030 MAIL ADDRESS: STREET 1: 245 PALM TRAIL CITY: DELRAY BEACH STATE: FL ZIP: 33483 SC 13G/A 1 ea155285-13ga1intra_soslim.htm AMENDMENT NO. 1 TO SCHEDULE 13G
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

SOS Limited

 

(Name of Issuer)

 

Class A ordinary shares, par value $0.0001 per share

 

(Title of Class of Securities)

 

83587W106**

 

(CUSIP Number)

 

December 31, 2021

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a.☐ Rule 13d-1(b)
b.☒ Rule 13d-1(c)
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.

 

**There is no CUSIP number assigned to the ordinary shares of the Issuer. CUSIP number 83587W106 has been assigned to the American Depositary Shares of the Issuer, which are quoted on The New York Stock Exchange under the symbol “SOS.” Each such American Depositary Share represents ten (10) ordinary shares of the Issuer.

 

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 1 of 6

 

 

CUSIP No. 83587W106  

 

1. Names of Reporting Persons.
   
  Mitchell P. Kopin
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   
  (a) ☐
  (b) ☐
3. SEC Use Only
     
4. Citizenship or Place of Organization United States of America
     

Number of

Shares Beneficially

Owned by Each

Reporting

Person With:

 5. Sole Voting Power 0
     
6. Shared Voting Power

117,575,000

     
7. Sole Dispositive Power 0
     
8. Shared Dispositive Power

117,575,000

       
9. Aggregate Amount Beneficially Owned by Each Reporting Person 117,575,000 (see Item 4)
     
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
     
11. Percent of Class Represented by Amount in Row (9) 4.8% (see Item 4)
     
12. Type of Reporting Person (See Instructions)  
     
  IN; HC  

 

Page 2 of 6

 

 

CUSIP No. 83587W106  

 

1. Names of Reporting Persons.
   
  Daniel B. Asher
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   
  (a) ☐
  (b) ☐
3. SEC Use Only
     
4. Citizenship or Place of Organization United States of America
     

Number of

Shares Beneficially

Owned by Each

Reporting

Person With:

 5. Sole Voting Power 2,254,503
     
6. Shared Voting Power 117,575,000
     
7. Sole Dispositive Power 2,254,503
     
8. Shared Dispositive Power

117,575,000

       
9. Aggregate Amount Beneficially Owned by Each Reporting Person 119,829,503 (see Item 4)
     
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
     
11. Percent of Class Represented by Amount in Row (9) 4.9% (see Item 4)
     
12. Type of Reporting Person (See Instructions)  
     
  IN; HC  

 

Page 3 of 6

 

 

CUSIP No. 83587W106

 

1. Names of Reporting Persons.
   
  Intracoastal Capital LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
   
  (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

0

     
6. Shared Voting Power

117,575,000

     
7. Sole Dispositive Power 0
     
8. Shared Dispositive Power

117,575,000

       
9. Aggregate Amount Beneficially Owned by Each Reporting Person 117,575,000 (see Item 4)
     
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
     
11. Percent of Class Represented by Amount in Row (9) 4.8% (see Item 4)
     
12. Type of Reporting Person (See Instructions)  
     
  OO  

 

Page 4 of 6

 

 

This Amendment No. 1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on January 19, 2021 (the “Schedule 13G”).

 

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

 

Item 1.

 

(b) Address of Issuer’s Principal Executive Offices

 

Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street

West Coast New District, Qingdao City, Shandong Province 266400

People’s Republic of China

 

Item 4. Ownership.

 

(a) and (b):

 

(i) As of the close of business on December 31, 2021, each of Mr. Kopin and Intracoastal may have been deemed to have beneficial ownership of 117,575,000 Ordinary Shares, which consisted of (i) 22,500,000 Ordinary Shares issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”), (ii) 30,000,000 Ordinary Shares issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”), (iii) 59,200,000 Ordinary Shares issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”), (iv) 5,875,000 Ordinary Shares issuable upon exercise of a fourth warrant held by Intracoastal (“Intracoastal Warrant 4”), and all such Ordinary Shares in the aggregate represent beneficial ownership of approximately 4.8% of the Ordinary Shares, based on (1) 2,340,462,712 Ordinary Shares outstanding as reported by the Issuer, plus (2) 22,500,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1, (3) 30,000,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2, (4) 59,200,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 3 and (5) 5,875,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 4.

 

(ii) As of the close of business on December 31, 2021, Mr. Asher may have been deemed to have beneficial ownership of 119,829,503 Ordinary Shares, which consisted of (i) 2,254,503 Ordinary Shares held by Mr. Asher, (ii) 22,500,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1, (iii) 30,000,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2, (iv) 59,200,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 3 and (v) 5,875,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 4, and all such Ordinary Shares in the aggregate represent beneficial ownership of approximately 4.9% of the Ordinary Shares, based on (1) 2,340,462,712 Ordinary Shares outstanding as reported by the Issuer, plus (2) 22,500,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1, (3) 30,000,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2, (4) 59,200,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 3 and (5) 5,875,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 4.

 

(c) (i) Number of shares as to which Mr. Kopin and Intracoastal has:

 

(i) Sole power to vote or to direct the vote: 0.

 

(ii) Shared power to vote or to direct the vote: 117,575,000.

 

(iii) Sole power to dispose or to direct the disposition of 0.

 

(iv) Shared power to dispose or to direct the disposition of 117,575,000.

 

(ii) Number of shares as to which Mr. Asher has:

 

(i) Sole power to vote or to direct the vote: 2,254,503.

 

(ii) Shared power to vote or to direct the vote: 117,575,000.

 

(iii) Sole power to dispose or to direct the disposition of 2,254,503.

 

(iv) Shared power to dispose or to direct the disposition of 117,575,000.

 

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 5 percent of the class of securities, check the following þ.

 

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.

Page 5 of 6

 

 

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 11, 2022

 

  /s/ Mitchell P. Kopin
  Mitchell P. Kopin
   
  /s/ Daniel B. Asher
  Daniel B. Asher

 

  Intracoastal Capital LLC
     
  By: /s/ Mitchell P. Kopin
    Mitchell P. Kopin, Manager

  

Page 6 of 6