SEC Form SC 13G filed by G Medical Innovations Holdings Ltd.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              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).

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding ordinary shares held by the Reporting Person without reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of ordinary shares that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of ordinary shares beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding ordinary shares held by the Reporting Person without reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of ordinary shares that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of ordinary shares beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding ordinary shares held by the Reporting Person without reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of ordinary shares that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of ordinary shares beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding ordinary shares held by the Reporting Person without reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of ordinary shares that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of ordinary shares beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding ordinary shares held by the Reporting Person without reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of ordinary shares that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of ordinary shares beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding ordinary shares, $.001 par value per share (the “Common Stock”) held by the Reporting Person without reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of ordinary shares that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of ordinary shares beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

* Consists of 368,039 ordinary shares owned by Bigger Capital, 255,000 ordinary shares issuable upon exercise of Warrants owned by Bigger Capital, 341,528 ordinary shares owned by District 2 CF, and 255,000 ordinary shares issuable upon exercise of Warrants owned by District 2 CF. As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of ordinary shares that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of ordinary shares beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

G Medical Innovations Holdings Ltd., a Cayman Islands exempted company.

5 Oppenheimer Street

Rehovat 767015 Israel

Bigger Capital Fund, LP (“Bigger Capital”)

2250 Red Springs Drive

Las Vegas, NV 89135

Citizenship: Delaware

Bigger Capital Fund GP, LLC (“Bigger GP”)

2250 Red Springs Drive

Las Vegas, NV 89135

Citizenship: Delaware

District 2 Capital Fund LP (“District 2 CF”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 Capital LP (“District 2”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 GP LLC (“District 2 GP”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 Holdings LLC (“District 2 Holdings”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

Michael Bigger

2250 Red Springs Drive

Las Vegas, NV 89135

Citizenship: USA

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Ordinary Shares, $.0001 par value.

G39462125

As of April 3, 2023, Bigger Capital beneficially owned 368,039 ordinary shares and an aggregate of 255,000 ordinary shares issuable upon exercise of Warrants. As described below, the Warrants contain a 4.99% beneficial ownership limitation.

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 368,039 ordinary shares beneficially owned by Bigger Capital and 255,000 ordinary shares issuable upon exercise of Warrants beneficially owned by Bigger Capital.

As of April 3, 2023, District 2 CF beneficially owned 341,528 ordinary shares and 255,000 ordinary shares issuable upon the exercise of Warrants. As described below, the Warrants contain a 4.99% beneficial ownership limitation.

District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 341,528 ordinary shares beneficially owned by District 2 CF and the 255,000 ordinary shares issuable upon exercise of the Warrants beneficially owned by District 2 CF.

District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 341,528 ordinary shares beneficially owned by District 2 CF and the 255,000 ordinary shares issuable upon exercise of the Warrants beneficially owned by District 2 CF.

District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 341,528 ordinary shares beneficially owned by District 2 CF and the 255,000 ordinary shares issuable upon exercise of the Warrants beneficially owned by District 2 CF.

Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 368,039 ordinary shares beneficially owned by Bigger Capital, (ii) 341,528 ordinary shares beneficially owned by District 2 CF, (iii) 255,000 ordinary shares issuable upon exercise of Warrants owned by Bigger Capital, and (iv) 255,000 ordinary shares issuable upon exercise of Warrants owned by District 2CF.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any ordinary shares owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of ordinary shares beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the ordinary shares beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on 7,441,564 ordinary shares outstanding as of March 31, 2023 based on information in the Company’s 424(b) Prospectus filed on April 4, 2023.

As of the close of business on April 3, 2023, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 4.9% of the outstanding ordinary shares, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own 4.6% of the outstanding ordinary shares, and (iii) Mr. Bigger may be deemed to beneficially own approximately 9.5% of the outstanding ordinary shares.

Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding ordinary shares (the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person as well in this Item 4(b) gives effect to the Blockers. Mr. Bigger may be deemed to be the beneficial owner of more than 4.99% of the outstanding ordinary shares. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the Warrants due to the Blockers.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. District 2, District 2 GP, District 2 Holdings and Mr. Bigger may be deemed to share voting and dispositive power over the ordinary shares beneficially owned by District 2 CF.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its 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.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 5, 2023