UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
NLS PHARMACEUTICS LTD.
(Name of Issuer)
COMMON SHARES, PAR VALUE CHF 0.02 PER SHARE
(Title of Class of Securities)
H57830103
(CUSIP Number)
October 10, 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(c)
| * | 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).
(Continued on following page(s)
Page 1 of 5 Pages
| CUSIP No. H57830103 | | 13G | Page 2 of 5 Pages |
| 1. | NAMES OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Alpha Capital Anstalt |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| | (a) ☐ |
| | (b) ☐ |
| 3. | SEC USE ONLY |
| | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Liechtenstein |
| 5. | SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 246,996 Common Shares (1) |
| | |
| 6. | SHARED VOTING POWER – None |
| | |
| 7. | SOLE DISPOSITIVE POWER –246,996 Common Shares (1) |
| | |
| 8. | SHARED DISPOSITIVE POWER – None |
| | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON – | |
| | | |
| | 246,996 Common Shares (1) | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒ | |
| | | |
| | The aggregate amount in Row 9 represents the maximum amount that Alpha Capital Anstalt can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise of Alpha Capital Anstalt’s securities would exceed this restriction. | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| | | |
| | 9.99% (1) | |
| 12. | TYPE OF REPORTING PERSON | |
| | | |
| | CO | |
| (1) | Based on 2,472,438 shares outstanding as of October 11, 2024 as reported by Issuer’s Swiss counsel. |
| CUSIP No. H57830103 | | 13G | Page 3 of 5 Pages |
| ITEM 1 | (a) | NAME OF ISSUER: NLS Pharmaceuticals Ltd., a Swiss corporation |
| ITEM 1 | (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
The Circle 6, 8058 Zurich, Switzerland
| ITEM 2 | (a) | NAME OF PERSON FILING: Alpha Capital Anstalt |
| ITEM 2 | (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
Altenbach 8, FL-9490 Vaduz, Liechtenstein
| ITEM 2 | (c) | CITIZENSHIP: Liechtenstein |
| ITEM 2 | (d) | TITLE OF CLASS OF SECURITIES: Common Shares, Par Value CHF 0.02 Per Share |
| ITEM 2 | (e) | CUSIP NUMBER: H57830103 |
| ITEM 3 | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable |
(a) AMOUNT BENEFICIALLY OWNED: 246,996 Common Shares (1)
(b) PERCENT OF CLASS: 9.99% (1)
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
246,996 Common Shares (1)
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE
0 Shares
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
246,996 Common Shares (1)
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
0 Shares
| CUSIP No. H57830103 | | 13G | Page 4 of 5 Pages |
| 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 A GROUP |
Not applicable
| ITEM 9 | NOTICE OF DISSOLUTION OF GROUP |
Not applicable
| CUSIP No. H57830103 | | 13G | Page 5 of 5 Pages |
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.
| | October 15, 2024 |
| | (Date) |
| | |
| | /s/ Konrad Ackermann |
| | (Signature) |
| | |
| | Konrad Ackermann, Director |
| | (Name/Title) |
