Washington, D.C. 20549
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
*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 purposes of Section 18 of the Securities
and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject
to all other provisions of the Act, (however, see the Notes).
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
YA II PN, Ltd.
|
|
|
(98-0615462)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Cayman Islands
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole
Voting Power:
|
|
0
|
|
|
|
6. Shared
Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive
Power:
|
|
0
|
|
|
|
8. Shared
Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99%*
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
* Calculations are based on the direct
beneficial ownership of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying
2,222.24 shares of Series F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable
into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding
Common Stock of 21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
YA Global Investments II (U.S.), LP
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole
Voting Power:
|
|
0
|
|
|
|
6. Shared
Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive
Power:
|
|
0
|
|
|
|
8. Shared
Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99%
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
* Calculations are based on the direct
beneficial ownership of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying
2,222.24 shares of Series F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable
into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding
Common Stock of 21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
YAII GP, LP
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole Voting Power:
|
|
0
|
|
|
|
6. Shared Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive Power:
|
|
0
|
|
|
|
8. Shared
Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99%
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on the direct beneficial ownership
of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying 2,222.24 shares of Series
F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable into shares of Common
Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding Common Stock of
21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
Yorkville Advisors GP, LLC
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole
Voting Power:
|
|
0
|
|
|
|
6. Shared
Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive
Power:
|
|
0
|
|
|
|
8. Shared
Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99%
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations
are based on the direct beneficial ownership of zero shares, plus the indirect beneficial ownership of the number of
additional shares underlying 2,222.24 shares of Series F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred
Stock and warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner
of 9.99% of Attis’ outstanding Common Stock of 21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
Yorkville Advisors Global, LP
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole Voting Power:
|
|
0
|
|
|
|
6. Shared Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive Power:
|
|
0
|
|
|
|
8. Shared Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99%
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on the direct
beneficial ownership of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying
2,222.24 shares of Series F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable
into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding
Common Stock of 21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
Yorkville Advisors Global II, LLC
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole Voting Power:
|
|
0
|
|
|
|
6. Shared Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive Power:
|
|
0
|
|
|
|
8. Shared Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99%
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on the direct
beneficial ownership of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying
2,222.24 shares of Series F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable
into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding
Common Stock of 21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
Matthew Beckman
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: U.S.A.
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole Voting Power:
|
|
0
|
|
|
|
6. Shared Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive Power:
|
|
0
|
|
|
|
8. Shared Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99%
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on the direct
beneficial ownership of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying
2,222.24 shares of Series F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable
into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding
Common Stock of 21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
D-Beta One EQ, Ltd.
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Cayman Islands
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole Voting Power:
|
|
0
|
|
|
|
6. Shared Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive Power:
|
|
0
|
|
|
|
8. Shared Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99%
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on the direct
beneficial ownership of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying
2,222.24 shares of Series F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable
into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding
Common Stock of 21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
D-Beta One Blocker EQ, Ltd.
|
|
|
(98-1312787)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Cayman Islands
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole Voting Power:
|
|
0
|
|
|
|
6. Shared Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive Power:
|
|
0
|
|
|
|
8. Shared Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99%
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on the direct
beneficial ownership of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying
2,222.24 shares of Series F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable
into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding
Common Stock of 21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
D-Beta One Growth and Opportunity Fund Offshore, LP
|
|
|
(98-1312519)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Cayman Islands
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole Voting Power:
|
|
0
|
|
|
|
6. Shared Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive Power:
|
|
0
|
|
|
|
8. Shared Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99%
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions): PN
|
*Calculations are based on the direct
beneficial ownership of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying
2,222.24 shares of Series F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable
into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding
Common Stock of 21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
Delta Beta Advisors, LLC
|
|
|
(81-3109521)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole Voting Power:
|
|
0
|
|
|
|
6. Shared Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive Power:
|
|
0
|
|
|
|
8. Shared Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99% (see Item No. 6 Below)
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions):
OO
|
*Calculations are based on the direct beneficial ownership
of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying 2,222.24 shares of Series
F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable into shares of Common
Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding Common Stock of
21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
Delta Beta Advisors, LP
|
|
|
(81-3014898)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole Voting Power:
|
|
0
|
|
|
|
6. Shared Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive Power:
|
|
0
|
|
|
|
8. Shared Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99% (see Item No. 6 Below)
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions):
PN
|
*Calculations are based on the direct beneficial ownership
of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying 2,222.24 shares of Series
F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable into shares of Common
Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding Common Stock of
21,258,409 shares as of the date of this filing.
CUSIP
No.
049836109
|
1.
|
Names of Reporting Persons.
|
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
|
|
D-Beta One GP, LLC
|
|
|
(81-3005935)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
x
|
|
|
(b)
☐
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. Sole Voting Power:
|
|
0
|
|
|
|
6. Shared Voting Power:
|
|
2,113,725*
|
|
|
|
7. Sole Dispositive Power:
|
|
0
|
|
|
|
8. Shared Dispositive Power:
|
|
|
2,113,725*
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
|
|
|
|
2,113,725*
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
|
|
|
|
|
11.
|
Percentage of Class Represented by Amount in Row (9):
|
|
|
|
|
|
9.99% (see Item No. 6 Below)
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions):
OO
|
*Calculations are based on the direct
beneficial ownership of zero shares, plus the indirect beneficial ownership of the number of additional shares underlying
2,222.24 shares of Series F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock and warrants exercisable
into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of Attis’ outstanding
Common Stock of 21,258,409 shares as of the date of this filing.
Item 1.
|
(a)
Name of Issuer:
|
Attis Industries, Inc.
|
|
(b)
Address of Issuer’s
|
Principal Executive Offices:
|
|
|
12540 Broadwell Road, Suite 2104
|
|
|
Milton, GA 30004
|
|
|
Item 2.
|
Identity and Background
.
|
|
|
(a)
|
Name of Person Filing
: YA II PN, Ltd.
|
|
|
(b)
|
Address of Principal Executive Office or, if none, Residence of Reporting Persons:
|
1012 Springfield Ave.
Mountainside, NJ 07092
|
|
(c)
|
Citizenship:
Cayman Islands
|
|
|
(d)
|
Title of Class of Securities:
Common Shares, par value $0.025 per share
|
|
|
(e)
|
CUSIP Number:
049836109
|
|
|
Item 3.
|
If the statement is filed pursuant to §§ 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is:
|
|
(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 of the Act (15 U.S.C. 78o);
|
|
(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-
(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 associations 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 of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); or
|
|
(k)
|
x
|
Group, in accordance with 240.13d(b)(1)(ii)(K).
|
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
(a)
|
Amount beneficially owned: 2,113,725*
|
|
|
(b)
|
Percentage of Class: 9.99%
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole Power to vote or to direct the vote:
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 2,113,725*
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition:
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition: 2,113,725*
|
*Calculations are based
on the direct beneficial ownership of zero shares, plus the indirect beneficial ownership of the number of additional
shares underlying 2,222.24 shares of Series F Convertible Preferred Stock, 11,750 shares of Series G Convertible Preferred Stock
and warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99%
of Attis’ outstanding Common Stock of 21,258,409 shares as of the date of this filing.
|
|
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 has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following
¨
.
|
|
Item 6.
|
Ownership of more than five percent on Behalf of
Another Person
.
|
The reporting persons directly
or indirectly own an aggregate of 2,113,725*, or 9.99%, shares of Common Stock of Attis Industries, Inc. (“Attis”)
as of the date of this filing. YA II and the other reporting persons shared the power to vote and dispose any such Common Stock.
Direct
beneficial
ownership of such Common Stock by the reporting persons is as follows (and therefore
excludes
any Common Stock indirectly
held by such person or any securities, such as warrants, which may be exercised or converted into Common Stock of Attis):
|
|
·
|
YA Global Investments II (U.S.), LP — 0
|
|
|
·
|
Yorkville Advisors Global, LP – 0
|
|
|
·
|
Yorkville Advisors Global II, LLC – 0
|
|
|
·
|
Yorkville Advisors GP, LLC — 0
|
|
|
·
|
D-Beta One EQ, Ltd. – 0
|
|
|
·
|
D-Beta One Blocker EQ, Ltd. – 0
|
|
|
·
|
D-Beta One Growth & Opportunity Fund Offshore, LP – 0
|
|
|
·
|
Delta Beta Advisors, LP – 0
|
|
|
·
|
Delta Beta Advisors, LLC – 0
|
In addition to the direct
beneficial ownership set forth above, each reporting person is also deemed to be the
indirect
beneficial owner of additional
Common Stock that may be acquired by each such reporting person within 60 days of the date of this filing. Such Common Stock may
be acquired by the reporting persons upon the conversion of 2,222.24 shares of Series F Convertible Preferred Stock (the “
Series
F Shares
”), 11,750 shares of Series G Convertible Preferred Stock (the “
Series G Shares
”) and the
exercise of Warrants, all of which are convertible or exercisable into Attis’ Common Stock. The Series F Shares, Series G
Shares and the Warrants are convertible or exercisable into 4,444,480, 2,250,000 and 750,000 shares of Attis’ Common Stock,
respectively. However, the issuance of such Common Stock is subject to an ownership cap that limits the number of Common Stock
that may be issued upon conversion of the Series F Shares and the Series G Shares to a total of 9.99% of Attis’ outstanding
Common Stock. In addition, the issuance of the Common Stock underlying the Warrants is subject to an ownership cap that limits
the number of the Common Stock that may be issued upon exercise of the Warrants to a total of 4.99% of Attis’ outstanding
Common Stock. Accordingly, each reporting person’s indirect beneficial ownership of Attis’ Common Stock is limited
to 2,113,725 shares, which is equal to 9.99% of Attis’ outstanding Common Stock of 21,158,409 shares (the most recent outstanding
Common Stock as reported by Attis). In calculating the number of shares of Common Stock that may be subject to the ownership cap,
the number of shares of Common Stock beneficially owned by the holder of the Series F Shares, the Series G Shares and the Warrants
and all of its affiliates are taken into consideration. Solely for purposes of this filing, all of the reporting persons are deemed
to be affiliated parties and therefore any shares of Common Stock beneficially owned by one reporting person are deemed to be held
by all other reporting persons.
YA II holds 2,222.24 Series
F Shares and 11, 750 Series G Shares, which are convertible into Attis’ Common Stock at exercise prices of $0.50 per share
and $0.49356 per share, respectively. D-Beta One EQ, Ltd. (“
D-Beta
”) holds warrants to purchase 750,000 shares
of Attis’ Common Stock at an exercise price of $0.49356 per share. Each of the Series F Shares, the Series G Shares and the
Warrants contain ownership caps prohibiting YA II, D-Beta and their affiliates from converting or exercising any of them to the
extent that after giving effect to such exercise, YA II, D-Beta and its affiliates would beneficially own more than 9.99% of Attis’
Common Stock.
Below is a description
of the relationship among the reporting persons:
YA II is beneficially owned
by YA Global Investments II (U.S.), LP (the “
YA Feeder
”). Yorkville Advisors Global, LP (the “
YA Advisor
”)
is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “
YA Advisor GP
”) is the general partner
to the YA Advisor. YAII GP, LP (the “
YA GP
”) is the general partner to the YA Feeder. Yorkville Advisors GP,
LLC (the “
Yorkville GP
”) is the general partner to the YA GP. Matthew Beckman makes the investment decisions
on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Matthew
Beckman may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.
D-Beta One EQ, Ltd. (“
D-Beta
”)
is beneficially owned by D-Beta One Blocker EQ, Ltd. (“
Blocker
”), which is beneficially owned by D-Beta One
Growth and Opportunity Fund Offshore, LP (the “
Opportunity Fund
”). Delta Beta Advisors, LP (“
D-Beta
Advisor
”) is the investment manager to D-Beta. Delta Beta Advisors, LLC (the “
Delta Advisor GP
”) is
the general partner to the D-Beta Advisor. D-Beta One GP, LLC (“
D-Beta GP
”) is the general partner to the Opportunity
Fund. Matthew Beckman makes the investment decisions on behalf of D-Beta. Accordingly, each of D-Beta, the Blocker, the Opportunity
Fund, the D-Beta Advisors, the Delta Advisor GP, the D-Beta GP and Matthew Beckman may be deemed affiliates and therefore may be
deemed to beneficially own the same number of shares of Common Stock.
For purposes of this filing,
each of the reporting persons is deemed an affiliate of each other reporting person. YA II and D-Beta may be deemed affiliates
through common ownership of the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP, the D-Beta Advisor, the Delta Advisor
GP and the D-Beta GP, each of which may be deemed an affiliate of YA II, the YA Feeder, D-Beta, the Blocker and the Opportunity
Fund.
|
|
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 Member Group
|
See Item 6.
|
|
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable
By signing below, I certify
that, to the best of my 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 participant in any transaction having that purpose or effect.
Additional Information
:
Each Reporting Person disclaims
beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to
be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any
other purpose.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.
REPORTING PERSON
:
|
YA II PN, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
YA Global Investments II (U.S.), Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Yorkville Advisors Global, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
Yorkville Advisors Global, LLC
|
|
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Yorkville Advisors Global II, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
YAII GP, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
Yorkville Advisors GP, LLC
|
|
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Yorkville Advisors GP, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
D-Beta One EQ, Ltd.
|
By:
|
Delta Beta Advisors, LLC
|
|
|
|
|
|
Its:
|
Investment Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
D-Beta One Blocker EQ, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
D-Beta One Growth and Opportunity Fund Offshore, LP
|
|
|
|
|
|
|
|
|
By:
|
D-Beta One GP, LP
|
|
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
D-Beta One GP, LLC
|
|
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
D-Beta One GP, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta Beta Advisors, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
Delta Beta Advisors, LLC
|
|
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
D-Beta One GP, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
8/8/2018
|
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Matthew Beckman
|
|
Date:
|
8/8/2018
|
|
|
Matthew Beckman
|
|
|
|
|