Amendment: SEC Form SC 13G/A filed by KWESST Micro Systems Inc.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

KWESST Micro Systems Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

501506703

(CUSIP Number)

September 30, 2024

(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 disclosures provided in a prior cover page.

The information required on 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).  

(1) As more fully described in Item 4 of this Amendment No. 1 to Statement on Schedule 13G (this “Amendment No. 1”), such shares and percentage are based on 1,579,174 common shares, no par value, of the issuer (“Common Shares”) outstanding, as disclosed in the issuer’s management information circular, dated August 26, 2024, included as an exhibit to the Report on Form 6-K filed by the issuer with the U.S. Securities and Exchange Commission on September 30, 2024 (the “Form 6-K”), and 80,075 Common Shares directly held by the reporting person, but does not give effect to the Common Shares issuable upon full exercise of pre-funded Common Share purchase warrants directly held by the reporting person (the “Pre-Funded Warrants”), which exercise is subject to a 9.99% beneficial ownership limitation provision. Such numbers of Common Shares reflect the issuer’s 1-for-10 reverse stock split of its outstanding Common Shares that was effected on October 23, 2024 (the “Reverse Stock Split”).

(1) As more fully described in Item 4 of this Amendment No. 1, such shares and percentage are based on 1,579,174 Common Shares outstanding, as disclosed in the Form 6-K, and 80,075 Common Shares indirectly held by the reporting person, but does not give effect to the Common Shares issuable upon full exercise of the Pre-Funded Warrants indirectly held by the reporting person, which exercise is subject to a 9.99% beneficial ownership limitation provision. Such numbers of Common Shares reflect the Reverse Stock Split.

(1) As more fully described in Item 4 of this Amendment No. 1, such shares and percentage are based on 1,579,174 Common Shares outstanding, as disclosed in the Form 6-K, and 80,075 Common Shares indirectly held by the reporting person, but does not give effect to the Common Shares issuable upon full exercise of the Pre-Funded Warrants indirectly held by the reporting person, which exercise is subject to a 9.99% beneficial ownership limitation provision. Such numbers of Common Shares reflect the Reverse Stock Split.

This Amendment No. 1 to Statement on Schedule 13G (this “Amendment No. 1”) amends and supplements the Statement on Schedule 13G filed by the reporting persons with the U.S. Securities and Exchange Commission (“SEC”) on April 9, 2024 (the “Schedule 13G”). The purpose of this Amendment No. 1 is to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G, including to reflect the issuer’s 1-for-10 reverse stock split of its outstanding shares of common stock that was effected on October 23, 2024 (the “Reverse Stock Split”), as well as to update Item 2(e) of the Schedule 13G in respect of the Reverse Stock Split

Item 1(a). Name of Issuer:

KWESST Micro Systems Inc. (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

The Issuer’s principal executive offices are located at 155 Terence Matthews Crescent, Unit #1, Ottawa, Ontario K2M 2A8.

Item 2(a). Names of Persons Filing:

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Schedule 13G, pursuant to which they have agreed to file this Schedule 13G, Amendment No. 1 and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

The filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.  

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

The principal business address of each of the Reporting Persons is 2 Wooster Street, 2^nd Floor, New York, NY 10013.

Item 2(c). Citizenship:

3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.

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

The title of the class of securities to which this statement relates is the Issuer’s common shares, no par value (the “Common Shares”).

Item 2(e). CUSIP Number: 501506703

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:

Not applicable.

Item 4. Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 1 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on (i) 1,579,174 Common Shares outstanding, as disclosed in the management information circular, dated August 26, 2024, included as an exhibit to the Report on Form 6-K filed by the Issuer with the SEC on September 30, 2024, and (ii) up to 118,500 Common Shares issuable upon full exercise of pre-funded common share purchase warrants (the “Pre-Funded Warrants”) held by 3i, which exercise is subject to a 9.99% beneficial ownership limitation provision (the “Blocker”). Such ownership percentages give effect to the Reverse Stock Split.

3i holds (i) 80,075 Common Shares and (ii) the Pre-Funded Warrants exercisable for up to 118,500 Common Shares, of which 32,194 Common Shares are not deemed beneficially owned by 3i as a result of the triggering of the Blocker, which prohibits the holder thereof from exercising the Pre-Funded Warrants for Common Shares if, as a result of such exercise, such holder, together with its affiliates and any persons acting as a group together with such holder or any such affiliates, would beneficially own more than 9.99% of the total number of Common Shares then issued and outstanding immediately after giving effect to such exercise.

Consequently, 3i is the beneficial owner of 166,381 Common Shares (the “Shares”). 3i has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i.

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 on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Exhibit 1 filed with the Schedule 13G.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below each of the Reporting Persons certify that, to the best of each of their 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.

LIST OF EXHIBITS