NLS Pharmaceutics Ltd. — Major Shareholding Notification 2022

Feb 14, 2022

SC 13G 1 ea155466-13gzwyer_nlspharma.htm SCHEDULE 13G

Field: Rule-Page

Field: /Rule-Page

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

NLS Pharmaceutics Ltd.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

H57830103

(CUSIP Number)

December 31, 2021

(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 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).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No. H57830103 13G Page 2 of 5 Pages

| 1. | Names
of Reporting Persons Alexander
Zwyer |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ( See Instructions) (a) ☐ (b) ☐ |
| 3. | SEC
Use Only |
| 4. | Citizenship
or Place of Organization Switzerland |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | Sole
Voting Power 1,200,000 |
| --- | --- |
| 6. | Shared
Voting Power 0 |
| 7. | Sole
Dispositive Power 1,200,000 |
| 8. | Shared
Dispositive Power 0 |

| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,200,000 |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ( See Instructions) ☐ |
| 11. | Percent
of Class Represented by Amount in Row (9) 7.4% (1) |
| 12. | Type
of Reporting Person ( See Instructions) IN |

(1) Based on 16,223,389 outstanding shares of issuer’s common shares.

Field: Page; Sequence: 2

Field: /Page

CUSIP No. H57830103 13G Page 3 of 5 Pages

| Item
1(a). | Name
of Issuer: |
| --- | --- |
| | NLS
Pharmaceutics Ltd. |
| Item
1(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 on behalf of Alexander Zwyer. |
| Item
2(b). | Address
of Principal Offices or, if None, Residence: |
| | The
address of the Reporting Persons is: |
| | c/o
NLS Pharmaceutics Ltd. The
Circle 6 8058
Zurich, Switzerland |
| Item
2(c). | Citizenship: |
| | Alexander
Zwyer is a citizen of Switzerland. |
| Item
2(d). | Title
of Class of Securities: |
| | Common
Shares |
| Item
2(e). | CUSIP
Number: |
| | H57830103 |
| Item
3. | If
the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a: |
| | Not
applicable. |

| (a) | ☐ | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| --- | --- | --- |
| (b) | ☐ | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3); |
| (j) | ☐ | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:_______

Field: Page; Sequence: 3

Field: /Page

CUSIP No. H57830103 13G Page 4 of 5 Pages

ITEM 4. Ownership.

| (a) | Amount
beneficially owned: |
| --- | --- |
| | 1,200,000
common shares |
| (b) | Percent
of class: |
| | 7.4% (1) |
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or direct the vote: 1,200,000 Common Shares |
| (ii) | Shared
power to vote or direct the vote: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of: 1,200,000 Common Shares |
| (iv) | Shared
power to dispose or to direct the disposition of: 0 |

| 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 had ceased to be the beneficial
owner of more than 5 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 or Control Person. |
| | 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. |
| | Not
applicable. |

(1) Based on 16,223,389 outstanding shares of issuer’s common shares.

Field: Page; Sequence: 4

Field: /Page

CUSIP No. H57830103 13G Page 5 of 5 Pages

SIGNATURES

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.

| February
14, 2022 (Date) |
| --- |
| /s/
Alexander Zwyer |
| (Signature) |

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (s ee 18 U.S.C. 1001).

Field: Rule-Page

Field: /Rule-Page