Page 6 of 8 – SEC Filing
SCHEDULE 13D/A
This Amendment No. 9 (this Amendment) to the Schedule 13D (the Schedule 13D) is being filed on behalf of Prescott
Group Capital Management, L.L.C., an Oklahoma limited liability company (Prescott Capital), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (Prescott Small Cap), Prescott Group Aggressive Small Cap
II, L.P., an Oklahoma limited partnership (Prescott Small Cap II and, together with Prescott Small Cap, the Small Cap Funds), and Mr. Phil Frohlich, the principal of Prescott Capital, relating to Ordinary shares, NIS
0.01 par value (the Ordinary Shares), of Modsys International Ltd., an Israeli company (the Issuer).
The Ordinary
Shares held by Prescott Master Fund reported on this Schedule 13D were previously reported on a Schedule 13G/A filed with the Securities Exchange Commission on May 11, 2010 and a Schedule 13D filed with the Securities Exchange Commission on
June 2, 2010, as subsequently amended on January 6, 2011, again on June 27, 2011, again on December 16, 2011, again on April 27, 2012, again on September 12, 2012, again on November 26, 2013, again on
December 12, 2014 and again on January 4, 2016. Capitalized terms used herein but not defined have the respective meanings given to them in the Schedule 13D.
Item 3 of the Schedule 13D is hereby amended as follows:
Item 3. Source and Amount of Funds
As of December 30, 2016, the Small Cap Funds had
invested $17,291,524 (inclusive of brokerage commissions) in Ordinary Shares of the Issuer. The source of these funds was the working capital of the Small Cap Funds.
Item 4 of the Schedule 13D is hereby amended by adding the following:
Item 4. Purpose of the Transaction
The Reporting Persons have entered into a Share
Purchase Agreement with the Issuer dated as of December 29, 2016 (the December 2016 SPA) whereby the Reporting Persons have agreed to purchase 378,788 Ordinary Shares an aggregate purchase price of $250,000.08. The December 2016 SPA
is included as Exhibit 10.2 to the Issuers Form 8-K filed with the Securities Exchange Commission on January 4, 2017 and incorporated herein by reference.
Item 5 of the Schedule 13D is hereby amended as follows:
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Ordinary
Shares reported to be owned by the Reporting Persons is based upon the sum of (i) 18,700,096 Ordinary Shares outstanding, which is the total number of Ordinary Shares outstanding as of November 8, 2016, as reported in the Issuers most
recent 10-Q filed with the Securities Exchange Commission on November 14, 2016, plus (ii) 253,689, the number of warrants exercisable to purchase Ordinary Shares held by the Reporting Persons, plus (iii)
200,000, the number of preferred shares convertible into Ordinary Shares held by the Reporting Persons, plus (iv) 378,788, the number of shares issued to the Reporting Persons pursuant to the December 2016 SPA as described in Item 4 above.
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SCHEDULE 13D/A
This Amendment No. 9 (this Amendment) to the Schedule 13D (the Schedule 13D) is being filed on behalf of Prescott
Group Capital Management, L.L.C., an Oklahoma limited liability company (Prescott Capital), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (Prescott Small Cap), Prescott Group Aggressive Small Cap
II, L.P., an Oklahoma limited partnership (Prescott Small Cap II and, together with Prescott Small Cap, the Small Cap Funds), and Mr. Phil Frohlich, the principal of Prescott Capital, relating to Ordinary shares, NIS
0.01 par value (the Ordinary Shares), of Modsys International Ltd., an Israeli company (the Issuer).
The Ordinary
Shares held by Prescott Master Fund reported on this Schedule 13D were previously reported on a Schedule 13G/A filed with the Securities Exchange Commission on May 11, 2010 and a Schedule 13D filed with the Securities Exchange Commission on
June 2, 2010, as subsequently amended on January 6, 2011, again on June 27, 2011, again on December 16, 2011, again on April 27, 2012, again on September 12, 2012, again on November 26, 2013, again on
December 12, 2014 and again on January 4, 2016. Capitalized terms used herein but not defined have the respective meanings given to them in the Schedule 13D.
Item 3 of the Schedule 13D is hereby amended as follows:
| Item 3. | Source and Amount of Funds |
As of December 30, 2016, the Small Cap Funds had
invested $17,291,524 (inclusive of brokerage commissions) in Ordinary Shares of the Issuer. The source of these funds was the working capital of the Small Cap Funds.
Item 4 of the Schedule 13D is hereby amended by adding the following:
| Item 4. | Purpose of the Transaction |
The Reporting Persons have entered into a Share
Purchase Agreement with the Issuer dated as of December 29, 2016 (the December 2016 SPA) whereby the Reporting Persons have agreed to purchase 378,788 Ordinary Shares an aggregate purchase price of $250,000.08. The December 2016 SPA
is included as Exhibit 10.2 to the Issuers Form 8-K filed with the Securities Exchange Commission on January 4, 2017 and incorporated herein by reference.
Item 5 of the Schedule 13D is hereby amended as follows:
| Item 5. | Interest in Securities of the Issuer |
(a) The aggregate percentage of Ordinary
Shares reported to be owned by the Reporting Persons is based upon the sum of (i) 18,700,096 Ordinary Shares outstanding, which is the total number of Ordinary Shares outstanding as of November 8, 2016, as reported in the Issuers most
recent 10-Q filed with the Securities Exchange Commission on November 14, 2016, plus (ii) 253,689, the number of warrants exercisable to purchase Ordinary Shares held by the Reporting Persons, plus (iii)
200,000, the number of preferred shares convertible into Ordinary Shares held by the Reporting Persons, plus (iv) 378,788, the number of shares issued to the Reporting Persons pursuant to the December 2016 SPA as described in Item 4 above.
