sc13ghonig_feb2016.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Amendment No. 3
To
SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)

PULMATRIX, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)

74584P103
(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)
[ x] Rule 13d-1(c)
[   ] Rule 13d-1(d)

 
 
 

 
 
CUSIP No. 74584P103
 

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Barry Honig
 
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
 
464,241
 
BENEFICIALLY
OWNED BY
 
6
 
SHARED VOTING POWER
 
324,150(1)(2)
 
EACH
REPORTING
 
7
 
SOLE DISPOSITIVE POWER
 
464,241
 
PERSON WITH
 
8
 
SHARED DISPOSITIVE POWER
 
324,150(1)(2)

 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  788,391(1)(2)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.4% (Based on 14,516,010 shares of common stock outstanding as of October 31, 2015)
 
12
 
TYPE OF REPORTING PERSON*
 
IN

 
(1)
Represents (i) 231,303 shares of common stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“Roth 401K”) and (ii) 92,847 shares of common stock held by Marlin Capital Investments, LLC (“Marlin”). Mr. Honig is the trustee of Roth 401K and the managing member of Marlin and in such capacities holds voting and dispositive power over the securities held by such entities.

 
(2)
Excludes 153,517 shares of common stock underlying warrants held by Marlin which contains a 4.99% beneficial ownership blocker.

 
-1-
 
 
 
CUSIP No. 74584P103
 

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
GRQ Consultants, Inc. Roth 401K FBO Barry Honig
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                        (a) ¨
                                                                                                                                                             (b) ¨
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida
 

 
 
NUMBER OF SHARES
 
5
 
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
 
6
 
SHARED VOTING POWER
 
231,303(1)
 
EACH
REPORTING
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
PERSON WITH
 
8
 
SHARED DISPOSITIVE POWER
 
231,303(1)

 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  231,303(1)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.6% (Based on 14,516,010 shares of common stock outstanding as of October 31, 2015)
 
12
 
TYPE OF REPORTING PERSON*
 
OO

 
(1)
Mr. Honig is the trustee of Roth 401K and in such capacity holds voting and dispositive power over the securities held by Roth 401K.

 
-2-
 
 
 
CUSIP No. 74584P103
 

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Marlin Capital Investments, LLC
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                        (a) ¨
                                                                                                                                                             (b) ¨
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida
 

 
 
NUMBER OF SHARES
 
5
 
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
 
6
 
SHARED VOTING POWER
 
92,847(1)(2)
 
EACH
REPORTING
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
PERSON WITH
 
8
 
SHARED DISPOSITIVE POWER
 
92,847(1)(2)

 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
92,847(1)(2)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.6% (Based on 14,516,010 shares of common stock outstanding as of October 31, 2015)
 
12
 
TYPE OF REPORTING PERSON*
 
OO

 
(1)
Barry Honig is the managing member of Marlin and in such capacity holds voting and dispositive power over the securities held by Marlin.

 
(2)
Excludes 153,517 shares of common stock underlying warrants held by Marlin which contains a 4.99% beneficial ownership blocker.

 
-3-
 
 
Item 1(a).                 Name of Issuer:

Pulmatrix, Inc., a Delaware corporation (“Issuer”)

Item 1(b).                Address of Issuer's Principal Executive Offices:
 
99 Hayden Avenue, Suite 390
Lexington, MA 02421

Item 2(a).                 Name of Person Filing.

The statement is filed on behalf of Barry Honig (“Honig”), GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“Roth 401K”) and Marlin Capital Investments, LLC (“Marlin”, and together with Honig and Roth 401K, the “Reporting Person”).

Item 2(b).                Address of Principal Business Office or, if None, Residence.

555 South Federal Highway #450, Boca Raton, FL 33432

Item 2(c).                 Citizenship.

Barry Honig is a citizen of the United States. Roth 401K and Marlin are organized in the State of Florida.

Item 2(d).                Title of Class of Securities.

Common Stock, par value $0.0001.

Item 2(e).                 CUSIP Number.

74584P103
 
Item 3.                     Type of Person
 
Not applicable.

Item 4.                     Ownership.

(a) Amount beneficially owned:    788,391(1)(2)

(b) Percent of class:  5.4% (Based on 14,516,010 shares of common stock outstanding as of October 31, 2015)

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 464,241
               (ii) Shared power to vote or to direct the vote:  324,150(1)(2)
(iii) Sole power to dispose or to direct the disposition of: 464,241
(iv) Shared power to dispose or to direct the disposition of:  324,150(1)(2)

 
(1)
Represents (i) 231,303 shares of common stock held by Roth 401K and (ii) 92,847 shares of common stock held by Marlin. Mr. Honig is the trustee of Roth 401K and the managing member of Marlin and in such capacities holds voting and dispositive power over the securities held by such entities.

 
(2)
Excludes warrants 153,517 shares of common stock underlying warrants held by Marlin which contains a 4.99% beneficial ownership blocker.

 
-4-
 
 
Item 5.                     Ownership of Five Percent or Less of a Class.

Not applicable.

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 by the Parent Holding Company.
 
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.                   Certifications.

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.

 
-5-
 

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 8, 2016
By: 
/s/ Barry Honig
  
   
Barry Honig
  
       
   
GRQ Consultants, Inc. Roth 401K FBO Barry Honig
  
       
Date: February 8, 2016
By: 
/s/ Barry Honig
  
   
Barry Honig, Trustee
  
 
   
Marlin Capital Investments, LLC
  
       
Date: February 8, 2016
By: 
/s/ Barry Honig
  
   
Barry Honig, Managing Member
  
 
-6-