Amended Statement of Beneficial Ownership (sc 13d/a)
August 20 2019 - 4:10PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 1)
(RULE
13D-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
MER
Telemanagement Solutions Ltd.
(NAME
OF ISSUER)
Ordinary
Shares, par value NIS 0.03 per share
(TITLE
OF CLASS OF SECURITIES)
M69676209
(CUSIP
NUMBER)
Alpha
Capital Anstalt
Lettstrasse
32
9490
Vaduz, Liechtenstein
011-423-2323195
NAME,
ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO
RECEIVE NOTICES AND COMMUNICATIONS)
August
16, 2019
(DATE
OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF
THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS
SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE FOLLOWING BOX
☒
.
NOTE:
SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE
240.13D-7 FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT.
*
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).
SCHEDULE
13D
CUSIP
NO: M69676209
|
|
|
|
|
|
|
|
|
(1)
|
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alpha Capital Anstalt
|
|
(2)
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) ☐
(B) ☐
|
|
(3)
|
|
SEC
USE ONLY
|
|
(4)
|
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
and OO
|
|
(5)
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2 (E)
☐
|
|
(6)
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Liechtenstein
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
|
|
SOLE
VOTING POWER –
329,000 *
|
|
|
(8)
|
|
SHARED
VOTING POWER –
0
|
|
|
(9)
|
|
SOLE
DISPOSITIVE POWER –
329,000 *
|
|
|
(10)
|
|
SHARED
DISPOSITIVE POWER –
0
|
|
(11)
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON –
329,000 *
|
|
(12)
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒
Does not include the shares underlying the Convertible Preferred Stock Alpha Capital Anstalt (“Alpha”)
can beneficially control under a provision of the Issuer’s Amended and Restated Articles of Association which limits the
holder’s beneficial ownership to 9.99%. The full conversion of Alpha’s Convertible Preferred Stock would otherwise
exceed this restriction.
|
|
(13)
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99% *
|
|
(14)
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
*
|
Based on 3,294,323 Ordinary Shares as reported on Form 20-F for
the period ended December 31, 2018 filed on April 8, 2019
.
|
SCHEDULE 13D
CUSIP NO:
M69676209
|
|
ITEM 1.
|
SECURITY AND ISSUER.
|
Ordinary Shares, par value NIS $0.03 per share
MER Telemanagement Solutions Ltd.
Address: 14 Hatidhar Street, Ra’anana
4366516, Israel
|
|
ITEM 2.
|
IDENTITY AND BACKGROUND.
|
Alpha Capital Anstalt
Lettstrasse 32
9490 Vaduz, Liechtenstein
Citizenship - Liechtenstein
|
|
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
In connection with a Securities Purchase Agreement
dated September 6, 2018 and subject to shareholder approval, which approval was received on October 28, 2018, Alpha Capital Anstalt
(“Alpha”) was issued Convertible Preferred Stock. The foregoing securities issued to Alpha contain a 9.99% “blocker”
provision which prevents Alpha from being a beneficial owner of more than 9.99% of the Issuer’s Ordinary Shares.
|
|
ITEM 4.
|
PURPOSE OF TRANSACTION.
|
See Item 6 below.
|
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
|
329,000, 9.99% *
|
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
|
By letter to Mer Telemanagement
Solutions Ltd. (“Mer”) dated August 16, 2019, Alpha Capital Anstalt (“Alpha”) has terminated and permanently
waived its right to designate up to two members to Mer’s board of directors (or their respective replacements), and has further
terminated and permanently waived its right under Mer’s Amended and Restated Articles of Association to consent to any increase
or decrease in the size of Mer’s board of directors. No current director of Mer is affected by this unilateral termination.
Alpha is not aware of any present plans by Mer to develop or acquire any other company or line of business, and has not suggested,
nor does it have any rights, to require any particular future action by Mer.
|
|
ITEM 7.
|
MATERIALS TO BE FILED AS EXHIBITS.
|
Letter from Alpha Capital Anstalt to Mer Telemanagement Solutions Ltd.
pursuant to Item 6 above.
SCHEDULE 13D
CUSIP
NO:
M69676209
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.
|
DATED: 8/19/19
|
/S/ Konrad Ackermann
|
|
|
Alpha Capital Anstalt
|
|
|
By: Konrad Ackermann, Director
|
4
MER Telemanagement Solut... (NASDAQ:MTSL)
Historical Stock Chart
From Mar 2024 to Apr 2024
MER Telemanagement Solut... (NASDAQ:MTSL)
Historical Stock Chart
From Apr 2023 to Apr 2024
