0001144204-18-038214.txt : 20180713 0001144204-18-038214.hdr.sgml : 20180713 20180712184751 ACCESSION NUMBER: 0001144204-18-038214 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180713 DATE AS OF CHANGE: 20180712 GROUP MEMBERS: MATTHEW BECKMAN GROUP MEMBERS: YORKVILLE ADVISORS GLOBAL, LLC GROUP MEMBERS: YORKVILLE ADVISORS GLOBAL, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOS BETTER ONLINE SOLUTIONS LTD CENTRAL INDEX KEY: 0001005516 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50552 FILM NUMBER: 18951366 BUSINESS ADDRESS: STREET 1: 20 FREIMAN STREET CITY: RISHON LEZION STATE: L3 ZIP: 75100 BUSINESS PHONE: 011-972-3-954-1000 MAIL ADDRESS: STREET 1: 20 FREIMAN STREET CITY: RISHON LEZION STATE: L3 ZIP: 75100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YA II PN, Ltd. CENTRAL INDEX KEY: 0001463928 IRS NUMBER: 980615492 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 101 HUDSON STREET #3700 CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 201 985 8300 MAIL ADDRESS: STREET 1: 101 HUDSON STREET #3700 CITY: JERSEY CITY STATE: NJ ZIP: 07302 FORMER COMPANY: FORMER CONFORMED NAME: YA GLOBAL MASTER SPV, LTD. DATE OF NAME CHANGE: 20130604 FORMER COMPANY: FORMER CONFORMED NAME: YA GLOBAL MASTER SPV LLC DATE OF NAME CHANGE: 20090512 SC 13G/A 1 tv498472_sc13ga.htm SC 13G/A

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO. 1 TO SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

B.O.S. Better Online Solutions Ltd.

(Name of Issuer)

 

 

 

Ordinary Shares, nominal value NIS 80.00 per share

(Title of Class of Securities)

 

M20115180

(CUSIP Number)

 

July 12, 2018

 

 

 

(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)
xRule 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 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).

 

 

 

 

  Page 2

 

CUSIP No. M20115180

 

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:

Less than 5%*

     
     
7. Sole Dispositive Power: 0
     
     
8. Shared Dispositive Power:

Less than 5%*

     

9. Aggregate Amount Beneficially Owned by Each Reporting Person: Less than 5%*
     
     
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x 
     
     
11. Percentage of Class Represented by Amount in Row (9): Less than 5%*
     
     
12. Type of Reporting Person (See Instructions): OO

 

*Calculations are based on 3,556,689 Ordinary Shares of the Issuer outstanding as of February 28, 2018. This Amendment No. 1 to Schedule 13G is filed jointly by YA II PN, Ltd. (“YA Global”), a Cayman Islands exempted company, Yorkville Advisors Global, LP (“Yorkville IM”), a Delaware limited partnership and the investment manager to YA Global, Yorkville Advisors Global, LLC (“Yorkville GP”), a Delaware limited liability company and the general partner to Yorkville IM, and Matt Beckman, the Co-Portfolio Manager of Yorkville IM and Yorkville GP.

 

 

  Page 3

 

Cusip No. M20115180

  

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: Less than 5%
     
     
7. Sole Dispositive Power: 0
     
     
8. Shared Dispositive Power: Less than 5%
     

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person: Less than 5% (See Item No. 6 below)
     
     
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x 
     
     
11. Percentage of Class Represented by Amount in Row (9): Less than 5% (See Item No. 6 below)
     
     
12. Type of Reporting Person (See Instructions): PN

 

 

  Page 4

 

Cusip No. M20115180

  

1. Names of Reporting Persons.
  I.R.S. Identification Nos. of above persons (entities only)
   
 

Yorkville Advisors Global, 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: Less than 5%
     
     
7. Sole Dispositive Power: 0
     
     
8. Shared Dispositive Power: Less than 5%
     

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person: Less than 5% (See Item No. 6 below)
     
     
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
     
     
11. Percentage of Class Represented by Amount in Row (9): Less than 5% (See Item No. 6 below)
     
     
12. Type of Reporting Person (See Instructions): OO

 

 

  Page 5

 

Cusip No. M20115180

 

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: Less than 5%
     
     
7. Sole Dispositive Power: 0
     
     
8. Shared Dispositive Power: Less than 5%
     

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person: Less than 5% (See Item No. 6 below)
     
     
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
     
     
11. Percentage of Class Represented by Amount in Row (9): Less than 5% (See Item No. 6 below)
     
     
12. Type of Reporting Person (See Instructions): IN

  

 

  Page 6

 

Item 1.

(a)Name of Issuer: B.O.S. Better Online Solutions Ltd.
(b)Address of Issuer’s Principal Executive Offices:

20 Freiman Street

Rishon LeZion, 75100, Israel

 

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: Ordinary Shares, nominal value NIS 80.00 per share
(e)CUSIP Number: M20115180

 

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-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 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)  xGroup, in accordance with 240.13d(b)(1)(ii)(K).

 

Item 4.Ownership

 

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: Less than 5%

 

(b)Percentage of Class: Less than 5%

 

(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: Less than 5%
(iii)Sole power to dispose or to direct the disposition: 0
(iv)Shared power to dispose or to direct the disposition: Less than 5%

 

 

  Page 7

 

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 [ X ].

 

Item 6.Ownership of more than five percent on Behalf of Another Person.

 

YA II PN, Ltd. (“YA Global”) directly owns less than 5% of the Ordinary Shares of B.O.S.C. Better Online as of the date of this filing. As the Investment Manager of YA Global, Yorkville Advisors Global, LP (“Yorkville”) may be deemed to beneficially own the same number of shares of Common Stock beneficially owned by YA Global. As the General Partner to Yorkville, Yorkville Advisors Global, LLC (“Yorkville GP”) may be deemed to beneficially own the same number of shares of Common Stock beneficially owned by YA Global. As a managing member of Yorkville and Yorkville GP and the portfolio manager to YA Global, Matthew Beckman (“Beckman”) may be deemed to beneficially own the same number of shares of Common Stock beneficially owned by YA Global, Yorkville and Yorkville GP.

 

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

 

Not Applicable

 

Item 9.Notice of Dissolution of Group

 

Not Applicable

 

Item 10.Certification

 

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.

 

 

  Page 8

 

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:Yorkville Advisors Global, LP
Its:Investment Manager

 

By:Yorkville Advisors Global, LLC
Its:General Partner

 

By: /s/ Troy J. Rillo, Esq.   Date: 7/12/2018  
  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: 7/12/2018  
  Troy J. Rillo, Esq.        
  Chief Compliance Officer        

 

 

Yorkville Advisors Global, LLC

 

By: /s/ Troy J. Rillo, Esq.   Date: 7/12/2018  
  Troy J. Rillo, Esq.        
  Chief Compliance Officer        

 

By: /s/ Matthew Beckman   Date: 7/12/2018  
  Matthew Beckman        

 

 

 

EX-99.1 2 tv498472_ex99-1.htm EXHIBIT 99.1

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of B.O.S. Better Online Solutions Ltd. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Dated: July 12, 2018

 

YA Global Master SPV, Ltd.

 

By:Yorkville Advisors Global, LP
Its:Investment Manager

 

By:Yorkville Advisors Global, LLC
Its:General Partner

 

By: /s/ Troy J. Rillo, Esq.   Date: 7/12/2018  
  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: 7/12/2018  
  Troy J. Rillo, Esq.        
  Chief Compliance Officer        

 

 

Yorkville Advisors Global, LLC

 

By: /s/ Troy J. Rillo, Esq.   Date: 7/12/2018  
  Troy J. Rillo, Esq.        
  Chief Compliance Officer        

 

By: /s/ Matthew Beckman   Date: 7/12/2018  
  Matthew Beckman