NLS Pharmaceutics Ltd. — Major Shareholding Notification 2024

Oct 15, 2024

SC 13G 1 ea0217643-13galpha_nlsphar.htm SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. __)

NLS PHARMACEUTICS LTD.

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(Name of Issuer)

COMMON SHARES, PAR VALUE CHF 0.02 PER SHARE

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(Title of Class of Securities)

H57830103

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(CUSIP Number)

October 10, 2024

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(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

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CUSIP No. H57830103 13G Page 2 of 5 Pages

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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.

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CUSIP No. H57830103 13G Page 3 of 5 Pages

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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

ITEM 4 OWNERSHIP

(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

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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

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CUSIP No. H57830103 13G Page 5 of 5 Pages

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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)

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