Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

  

NLS Pharmaceutics Ltd.

(Name of Issuer)

  

 

Common Shares, nominal value of CHF 0.02 per share

(Title of Class of Securities)

 

H57830103

(CUSIP Number)

 

October 7, 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:

 

¨

Rule 13d-1(b)

x

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 purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

 

 

  

CUSIP No. H57830103

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
YA II PN, Ltd.
98-0615462
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(b)  ¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization:  Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:	0
	6	Shared Voting Power:	1,339,435*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	1,339,435*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:   1,339,435*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):        9.99%*
	12.	Type of Reporting Person (See Instructions):     OO

 

* Calculations are based on deemed beneficial ownership of 1,339,435 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 13,407,760 shares (which number is based on the Issuer’s outstanding shares of 12,068,325 as stated in the issuer’s Form 20-F dated May 14, 2021, plus 1,339,435 shares that are actually and directly beneficially owned).

   

 

CUSIP No. H57830103

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
YA Global Investments II (U.S.), LP 42-1766918
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(b)  ¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization:  Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:	0
	6	Shared Voting Power:	1,339,435*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	1,339,435*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  1,339,435*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%*
	12.	Type of Reporting Person (See Instructions):     OO

 

* Calculations are based on deemed beneficial ownership of 1,339,435 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 13,407,760 shares (which number is based on the Issuer’s outstanding shares of 12,068,325 as stated in the issuer’s Form 20-F dated May 14, 2021, plus 1,339,435 shares that are actually and directly beneficially owned).

  

 

CUSIP No. H57830103

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
YA Global II SPV, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(b)  ¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization:  Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:	0
	6	Shared Voting Power:	1,339,435*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	1,339,435*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  1,339,435*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):       9.99%*
	12.	Type of Reporting Person (See Instructions):     OO

 

* Calculations are based on deemed beneficial ownership of 1,339,435 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 13,407,760 shares (which number is based on the Issuer’s outstanding shares of 12,068,325 as stated in the issuer’s Form 20-F dated May 14, 2021, plus 1,339,435 shares that are actually and directly beneficially owned).

  

 

CUSIP No. H57830103

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
Yorkville Advisors Global, LP 90-0860458
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(b)  ¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization:  Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:	0
	6	Shared Voting Power:	1,339,435*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	1,339,435*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  1,339,435*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%*
	12.	Type of Reporting Person (See Instructions):     OO

 

* Calculations are based on deemed beneficial ownership of 1,339,435 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 13,407,760 shares (which number is based on the Issuer’s outstanding shares of 12,068,325 as stated in the issuer’s Form 20-F dated May 14, 2021, plus 1,339,435 shares that are actually and directly beneficially owned).

  

 

CUSIP No. H57830103

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
Yorkville Advisors Global II, LLC 81-4918579
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(b)  ¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization:  Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:	0
	6	Shared Voting Power:	1,339,435*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	1,339,435*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  1,339,435*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%*
	12.	Type of Reporting Person (See Instructions):     OO

 

* Calculations are based on deemed beneficial ownership of 1,339,435 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 13,407,760 shares (which number is based on the Issuer’s outstanding shares of 12,068,325 as stated in the issuer’s Form 20-F dated May 14, 2021, plus 1,339,435 shares that are actually and directly beneficially owned).

  

 

CUSIP No. H57830103

   

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
YAII GP, LP 80-0827189
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(b)  ¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization:  Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:	0
	6	Shared Voting Power:	1,339,435*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	1,339,435*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  1,339,435*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%*
	12.	Type of Reporting Person (See Instructions):     OO

 

* Calculations are based on deemed beneficial ownership of 1,339,435 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 13,407,760 shares (which number is based on the Issuer’s outstanding shares of 12,068,325 as stated in the issuer’s Form 20-F dated May 14, 2021, plus 1,339,435 shares that are actually and directly beneficially owned).

  

 

CUSIP No. H57830103

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
YAII GP II, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(b)  ¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization:  Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:	0
	6	Shared Voting Power:	1,339,435*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	1,339,435*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  1,339,435*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%*
	12.	Type of Reporting Person (See Instructions):     OO

 

* Calculations are based on deemed beneficial ownership of 1,339,435 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 13,407,760 shares (which number is based on the Issuer’s outstanding shares of 12,068,325 as stated in the issuer’s Form 20-F dated May 14, 2021, plus 1,339,435 shares that are actually and directly beneficially owned).

  

 

CUSIP No. H57830103

  

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
Mark Angelo
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(b)  ¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization:  Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:	0
	6	Shared Voting Power:	1,339,435*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	1,339,435*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  1,339,435*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%*
	12.	Type of Reporting Person (See Instructions):     OO

 

* Calculations are based on deemed beneficial ownership of 1,339,435 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 13,407,760 shares (which number is based on the Issuer’s outstanding shares of 12,068,325 as stated in the issuer’s Form 20-F dated May 14, 2021, plus 1,339,435 shares that are actually and directly beneficially owned).

 

 

Item 1.

(a)

Name of Issuer:

NLS Pharmaceutics Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices

Alter Postplatz 2

CH-6370 Stans, Switzerland

 

Item 2.

Identity and Background.

(a)

Name of Person Filing:

YA II PN, Ltd.

 

(b)

Address of Principal Executive Office or, if none, Residence of Reporting Persons:

1012 Springfield Ave.

Mountainside, NJ 07092

 

(c)

Citizenship:

Cayman Islands

 

(d)

Title of Class of Securities:

Common shares, nominal value of CHF 0.02 per share

 

(e)

CUSIP Number:

H57830103

 

 

Item 3.

If the statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

(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 of the Act (15 U.S.C. 78o);
(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(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)(1)(ii)(G);
(h)	¨	A savings associations 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 of 1940 (15 U.S.C. 80a-3);
(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); or
(k)	x	Group, in accordance with 240.13d(b)(1)(ii)(K).

 

 

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)    Amount beneficially owned: 1,339,435 shares

 

(b)    Percentage of Class: 9.99%*

 

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

 

(i)

Sole Power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 1,339,435*

 

(iii)

Sole power to dispose or to direct the disposition: 0

 

(iv)

Shared power to dispose or to direct the disposition: 1,339,435*

 

* Calculations are based on deemed beneficial ownership of 1,339,435 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 13,407,760 shares (which number is based on the Issuer’s outstanding shares of 12,068,325 as stated in the issuer’s Form 20-F dated May 14, 2021, plus 1,339,435 shares that are actually and directly beneficially owned.)

 

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.

 

The reporting persons directly own an aggregate of 1,339,435 shares, or 9.99%, of Common Stock of the issuer as of October 7, 2021. In addition, the reporting persons are deemed to have beneficial ownership of shares over which the issuer has the right to sell to the reporting person within 60 days of this filing under a Standby Equity Distribution Agreement). YA II and the other reporting persons share the power to vote and dispose of any such Common Stock.

 

 

Direct beneficial ownership of such Common Stock by the reporting persons is as follows (and therefore excludes any Common Stock indirectly held by such person or any securities, such as warrants, which may be exercised or converted into Common Stock of the issuer):

 

·

YA II PN, Ltd. – 1,339,435

 

·

YA Global Investments II (U.S.), LP -- 0

 

·

YA Global II SPV, LLC – 0

 

·

Yorkville Advisors Global, LP – 0

 

·

Yorkville Advisors Global II, LLC – 0

 

·

YAII GP, LP – 0

 

·

YAII GP II, LLC – 0

 

·

Mark Angelo – 0

 

YA II PN, Ltd. (“YA II”) entered into a Standby Equity Distribution Agreement (“SEDA”) with the issuer dated as of September 27, 2021. Under the SEDA, the issuer has the option to sell its common shares to YA II at a price and on the terms and subject to the conditions set forth in the SEDA. Under the SEDA, the issuer is prohibited from selling shares to YA II to the extent that it would cause the aggregate number of shares beneficially owned by YA PN and its affiliates to exceed 9.99% of the shares of the issuer. In addition to the direct beneficial ownership set forth above, each reporting person is also deemed to be the indirect beneficial owner of additional shares of Common Stock that the issuer has the right to sell to the reporting persons under a Standby Equity Distribution Agreement within 60 days of the date of this filing. Since YA II beneficially owns 9.99% of the shares of the issuer, the issuer is presently prohibited from issuing and selling shares to YA II, until YA II reduces its beneficial ownership below 9.99%.

 

Below is a description of the relationship among the reporting persons:

 

YA II is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). YA Global II, SPV (“YA SPV”) is a wholly-owned subsidiary of YA II. Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA SPV, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.

 

For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.

 

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 Member Group

 

See Item 6.

 

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 participant in any transaction having that purpose or effect.

 

Additional Information:

 

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

 

 

SIGNATURE

 

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

 

REPORTING PERSON:
YA II PN, Ltd.
By:	/s/ Troy J. Rillo, Esq.
	Troy J. Rillo, Esq.		Date: October 7, 2021
	Chief Compliance Officer
YA Global Investments II (U.S.), Ltd.
By:	/s/ Troy J. Rillo, Esq.
	Troy J. Rillo, Esq.		Date: October 7, 2021
	Chief Compliance Officer
YA GLOBAL II SPV, LLC.
By:	/s/ Troy J. Rillo, Esq.
	Troy J. Rillo, Esq.		Date: October 7, 2021
Yorkville Advisors Global, LP
By: Yorkville Advisors Global II, LLC
Its: General Partner
By:	/s/ Troy J. Rillo, Esq.
	Troy J. Rillo, Esq.		Date: October 7, 2021
	Chief Compliance Officer
Yorkville Advisors Global II, LLC
By:	/s/ Troy J. Rillo, Esq.
	Troy J. Rillo, Esq.		Date: October 7, 2021
	Chief Compliance Officer
YAII GP, LP
By:	/s/ Troy J. Rillo, Esq.
	Troy J. Rillo, Esq.		Date: October 7, 2021
	Chief Compliance Officer

 

 

YA II GP II, LLC
By:	/s/ Troy J. Rillo, Esq.
	Troy J. Rillo, Esq.		Date: October 7, 2021
	Chief Compliance Officer

   

/s/ Mark Angelo			Date: October 7, 2021
Mark Angelo