UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ReWalk Robotics Ltd.
(Name of Issuer)
Ordinary shares, par value NIS 0.25
(Title of Class of Securities)
M8216Q200
(CUSIP Number)
Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue
New York, NY 10110
(212) 986-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
September 26, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].
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1
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NAME OF REPORTING PERSONS
Lind Global Fund II LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [x]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY
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7
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SOLE VOTING POWER
0
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OWNED BY
EACH
REPORTING
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8
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SHARED VOTING POWER
9,890,010(1)
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
9,890,010(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,890,010(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%(1)
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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(1) The reporting person owns 614,251 warrants to purchase Ordinary Shares (“Warrants”) which are freely exercisable, but, due to
provisions limiting the holder’s ability to exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company, the reporting person’s beneficial ownership of the Warrants is excluded.
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1
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NAME OF REPORTING PERSONS
Lind Global Partners II LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [x]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY
|
7
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SOLE VOTING POWER
0
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OWNED BY
EACH
REPORTING
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8
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SHARED VOTING POWER
9,890,010(1)
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|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
9,890,010(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,890,010(1)
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%(1)
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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(1) The reporting person beneficially owns 614,251 Warrants which are freely exercisable, but, due to provisions limiting the holder’s
ability to exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company, the reporting person’s beneficial ownership of the Warrants is excluded.
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1
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NAME OF REPORTING PERSONS
Lind Global Macro Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [x]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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NUMBER OF SHARES
BENEFICIALLY
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7
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SOLE VOTING POWER
0
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|
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OWNED BY
EACH
REPORTING
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8
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SHARED VOTING POWER
0(1)
|
|
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
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|
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10
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SHARED DISPOSITIVE POWER
0(1)
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%(1)
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14
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TYPE OF REPORTING PERSON
PN
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(1) The reporting person owns 1,117,100 Warrants which are freely exercisable, but, due to provisions limiting the holder’s ability to
exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company, the reporting person’s beneficial ownership of the Warrants is excluded.
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1
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NAME OF REPORTING PERSONS
Lind Global Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [x]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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NUMBER OF SHARES
BENEFICIALLY
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7
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SOLE VOTING POWER
0
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OWNED BY
EACH
REPORTING
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8
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SHARED VOTING POWER
0(1)
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
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|
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10
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SHARED DISPOSITIVE POWER
0(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%(1)
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14
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TYPE OF REPORTING PERSON
PN
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(1) The reporting person beneficially owns 1,117,100 Warrants which are freely exercisable, but, due to provisions limiting the
holder’s ability to exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company, the reporting person’s beneficial ownership of the Warrants is excluded.
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1
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NAME OF REPORTING PERSONS
Jeff Easton
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [x]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES
BENEFICIALLY
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7
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SOLE VOTING POWER
0
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OWNED BY
EACH
REPORTING
|
8
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SHARED VOTING POWER
9,890,010(1)
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PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0
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|
10
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SHARED DISPOSITIVE POWER
9,890,010(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,890,010(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.5%(1)
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14
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TYPE OF REPORTING PERSON
IN
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(1) The reporting person beneficially owns 1,731,351 Warrants which are freely exercisable, but, due to provisions limiting the
holder’s ability to exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company, the reporting person’s beneficial ownership of the Warrants is excluded.
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the
“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The total amount of funds used by the Reporting Persons to make all purchases of Shares beneficially owned by the
Reporting Persons, as reported in Item 5(a,b) was approximately $10,503,000. The source of funds for purchases of Shares by each of the Reporting Persons is the working capital of the applicable Fund.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 59,937,017 Shares outstanding as of August 11,
2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2023.
As of the close of business on the date hereof, the Global Fund individually beneficially
owned 9,890,010 Shares, constituting approximately 16.5% of all of the outstanding Shares.
By virtue of its relationship with the Global Fund discussed in further detail in Item 2,
Global Partners II may be deemed to be the beneficial owner of the 9,890,010 Shares beneficially owned by the Global Fund, constituting approximately 16.5% of all of the outstanding Shares.
By virtue of his relationship with Global Partners II discussed in further detail in Item 2,
Mr. Easton may be deemed to be the beneficial owner of the 9,890,010 Shares beneficially owned by Global Partners II, constituting approximately 16.5% of all of the outstanding Shares.
As of the close of business on the date hereof, neither the Macro Fund nor Global Partners I
may deemed to be the beneficial owners of any Shares.
The Reporting Persons, in the aggregate, beneficially own 9,890,010 Shares, constituting
approximately 16.5% of the outstanding Shares.
(b) The Global Fund, Global Partners II and Mr. Easton have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the
disposition of, the 9,890,010 Shares held by the Global Fund.
The Macro Fund, Global Partners I and Mr. Easton have shared power (i) to vote or direct the
vote of, and (ii) to dispose or direct the disposition of, any Shares that may in the future be held by the Macro Fund.
(c) During the past sixty (60) days, the Reporting Persons have not entered into any
transactions in the Shares except as set forth on Schedule 1 hereto.
(d) No Person other than the Reporting Persons has the right to receive or the power to direct the
receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended too add the following:
On September 26,
2023, the Global Fund entered into a Purchase Agreement with the Macro Fund, pursuant to which the Global Fund purchased all of the Macro Fund’s 5,031,200 Shares for an aggregate purchase price of $3,523,349.36.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth
in the Statement is true, complete and correct.
Dated: September 28, 2023
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LIND GLOBAL FUND II LP
By: Lind Global Partners II LLC,
its General Partner
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By:
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/s/ Jeff Easton
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Jeff Easton, Managing Member
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LIND GLOBAL PARTNERS II LLC
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By:
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/s/ Jeff Easton
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Jeff Easton, Managing Member
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By:
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/s/ Jeff Easton
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Jeff Easton, Managing Member
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LIND GLOBAL MACRO FUND, LP
By: Lind Global Partners LLC,
its General Partner
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By:
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/s/ Jeff Easton
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Jeff Easton, Managing Member
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LIND GLOBAL PARTNERS LLC
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By:
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/s/ Jeff Easton
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Jeff Easton, Managing Member
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/s/ Jeff Easton
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JEFF EASTON
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SCHEDULE 1
Transactions in the Ordinary Shares of the Issuer by Reporting Persons During the Past 60 Days
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Date
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Buy/Sell
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Security
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Approximate
Price Per Share1
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Amount of Shares Bought/(Sold)
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Lind Global Macro Fund LP
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09/26/2023
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SELL
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Ordinary Shares
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$0.7003
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(5,031,200)
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Lind Global Fund II LP
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09/26/2023
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BUY
|
Ordinary Shares
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$0.7003
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5,031,200
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09/06/2023
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BUY
|
Ordinary Shares
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$0.6900
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161
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09/05/2023
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BUY
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Ordinary Shares
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$0.7009
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19,779
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09/01/2023
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BUY
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Ordinary Shares
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$0.7100
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11,597
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08/28/2023
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BUY
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Ordinary Shares
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$0.6350
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9,125
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08/25/2023
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BUY
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Ordinary Shares
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$0.6161
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16,020
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08/24/2023
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BUY
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Ordinary Shares
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$0.5920
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4,400
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08/16/2023
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BUY
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Ordinary Shares
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$0.5932
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46,199
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07/26/2023
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BUY
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Ordinary Shares
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$0.7585
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100,000
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1 Excluding any brokerage fees.