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    Amendment: SEC Form SC 13G/A filed by NLS Pharmaceutics Ltd.

    11/14/24 7:27:23 PM ET
    $NLSP
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $NLSP alert in real time by email
    SC 13G/A 1 sch13g.htm
     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     

     
    SCHEDULE 13G
     
     
     
    Under the Securities Exchange Act of 1934
     
     
     
    (Amendment No. 1)*
     

     
    NLS Pharmaceuticals Ltd.
     
     
    (Name of Issuer)
     

     
    Common Shares, par value CHF 0.02 per share
     
     
    (Title of Class of Securities)
     

     
    H57830137
     
     
    (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)
    [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 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
    Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only)
    Lind Global Fund II LP
    2
    Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)            [ ]
     
    (b)            [x]
    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
     
    103,530
    6  Shared Voting Power
     
    0
    7  Sole Dispositive Power
     
    103,530
    8  Shared Dispositive Power
     
    0

    9
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    103,530(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)*
     
    8.1%
     
    12
    Type of Reporting Person (See Instructions)
    PN
     
    (1) The reporting person’s ownership consists of (i) 43,750 warrants to purchase common shares (the “2029 Warrants”) and (ii) 59,780 warrants to purchase common shares (the “Pre-funded Warrants,” and together with the 2029 Warrants, the “Warrants”).


    1
    Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only)
    Lind Global Partners II LLC
    2
    Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)            [ ]
     
    (b)            [x]
    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
     
    103,530
    6  Shared Voting Power
     
    0
    7  Sole Dispositive Power
     
    103,530
    8  Shared Dispositive Power
     
    0

    9
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    103,530(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)*
     
    8.1%
     
    12
    Type of Reporting Person (See Instructions)
    OO
     
    (1) The reporting person’s ownership consists of (i) 43,750 2029 Warrants and (ii) 59,780 Pre-funded Warrants.

    1
    Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only)
     
    Jeff Easton
    2
    Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a)            [ ]
     
    (b)            [x]
    3
    SEC Use Only
    4
    Citizenship or Place of Organization.
     
    United States

    Number
    of Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    5  Sole Voting Power
     
    103,530
    6  Shared Voting Power
     
    0
    7  Sole Dispositive Power
     
    103,530
    8  Shared Dispositive Power
     
    0

    9
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    103,530 (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)*
     
    8.1%
     
    12
    Type of Reporting Person (See Instructions)
     
    IN
     
    (1) The reporting person’s ownership consists of (i) 43,750 2029 Warrants and (ii) 59,780 Pre-funded Warrants.



    Item 1.
    (a)
    Name of Issuer
     
     
    NLS Pharmaceuticals Ltd.
    (b)
    Address of Issuer’s Principal Executive Offices
     
     
    The Circle 6
    8058 Zurich
    Switzerland
     

    Item 2.
    (a)
    Name of Person Filing
     
     
    This statement is filed by the following entities and individuals (collectively, referred to as the “Reporting Persons”):
     
    •    Lind Global Fund II LP, a Delaware limited partnership;
    •    Lind Global Partners II LLC, a Delaware limited liability company; and
    •    Jeff Easton, an individual and a citizen of the United States of America.
     
    Lind Global Partners II LLC, the general partner of Lind Global Fund II LP, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.
     
    Jeff Easton, the managing member of Lind Global Partners II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.
     
    (b)
    Address of Principal Business Office or, if none, Residence
     
     
    The address of the principal business office for each of the Reporting Persons is:
     
    444 Madison Ave, Floor 41
    New York, NY 10022
     
    (c)
    Citizenship
     
     
    See Row 4 of cover page for each Reporting Person.
     
    (d)
    Title of Class of Securities
     
    Common Shares, par value CHF 0.02 per share
    (e)
    CUSIP Number
     
     
    H57830137
    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
    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
     
     
     See Row 9 of cover page for each Reporting Person.
     
    (b)
    Percent of Class
     
     
    See Row 11 of cover page for each Reporting Person.
     

    (c)
    Number of shares as to which such person has:
     
     
    (i)
    sole power to vote or to direct the vote
       

    See Row 5 of cover page for each Reporting Person.
     
     
    (ii)
    shared power to vote or to direct the vote
       
     
    See Row 6 of cover page for each Reporting Person.
     
     
    (iii)
    sole power to dispose or to direct the disposition of
       

    See Row 7 of cover page for each Reporting Person.
     
     
    (iv)
    shared power to dispose or to direct the disposition of
       
     
    See Row 8 of cover page for each Reporting Person.
     

    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
    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
    Not applicable.
    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 a participant in any transaction having that purpose or effect.

    Exhibits     Exhibit

    99.1                  Joint Filing Agreement by and among the Reporting Persons.

    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.
    November 14, 2024
    LIND GLOBAL FUND II LP
       
    By:
     
    Lind Global Partners II LLC
     
     
    its General Partner
       
    By:
     
    /s/ Jeff Easton
    Name:
     
    Jeff Easton
    Title:
     
    Managing Member
     
    LIND GLOBAL PARTNERS II LLC
       
    By:
     
    /s/ Jeff Easton
    Name:
     
    Jeff Easton
    Title:
     
    Managing Member
     
    JEFF EASTON
     
    By:
     
    /s/ Jeff Easton


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