0001387131-20-001779.txt : 20200214 0001387131-20-001779.hdr.sgml : 20200214 20200214160839 ACCESSION NUMBER: 0001387131-20-001779 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 GROUP MEMBERS: AIGH CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: R F INDUSTRIES LTD CENTRAL INDEX KEY: 0000740664 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 880168936 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36926 FILM NUMBER: 20619669 BUSINESS ADDRESS: STREET 1: 7610 MIRAMAR RD STREET 2: BLDG 6000 CITY: SAN DIEGO STATE: CA ZIP: 92126-2313 BUSINESS PHONE: 858-549-6340 MAIL ADDRESS: STREET 1: 7620 MIRAMAR RD #4100 STREET 2: 7620 MIRAMAR RD #4100 CITY: SAN DIEGO STATE: CA ZIP: 92126-4202 FORMER COMPANY: FORMER CONFORMED NAME: CELLTRONICS INC DATE OF NAME CHANGE: 19910204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIRSCHMAN ORIN CENTRAL INDEX KEY: 0001131362 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 101 EAST 52ND ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 rfil-sc13ga_123119.htm AMENDMENT TO FORM SC 13G

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Amendment No. 2

 

Under the Securities Exchange Act of 1934

 

 

RF Industries, Ltd.

 

 

(Name of Issuer)

 

 

 

 

 

Common Stock, par value $0.01 per share

 

 

(Title of Class of Securities)

 

 

 

 

 

749552105

 

 

(CUSIP Number)

 

 

 

 

 

December 31, 2019

 

 

(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).

 

 

 

 

 

 

CUSIP No. 749552105   

 

1.

Names of Reporting Persons. AIGH Capital Management, LLC.

I.R.S. Identification Nos. of above persons (entities only).

 

 27-4413262

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) 

(b) 

3.

SEC Use Only

 

4.

Citizenship of Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by Each

Reporting 

Person

With

5.

Sole Voting Power 

 

550,600

 

6.

Shared Voting Power

 

0

 

7. 

Sole Dispositive Power 

 

550,600

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by each Reporting Person

 

550,600

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares 

 

 

11.

Percent of Class Represented by Amount in Row 9

 

5.93%

12.

Type of Reporting Person (See Instructions)

 

OO

 

 

 

 

 

 

 

CUSIP No.  749552105   

 

1.

Names of Reporting Persons. Orin Hirschman

I.R.S. Identification Nos. of above persons (entities only).

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) 

(b) 

3.

SEC Use Only

 

4.

Citizenship of Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by Each

Reporting 

Person

With

5.

Sole Voting Power 

 

550,600

 

6.

Shared Voting Power

 

0

 

7. 

Sole Dispositive Power 

 

550,600

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by each Reporting Person

 

550,600

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares 

 

 

11.

Percent of Class Represented by Amount in Row 9

 

5.93%

12.

Type of Reporting Person (See Instructions)

 

IN

 

 

 

 

 

 

 

ITEM 1:

 

(a)  Name of Issuer:

 

RF Industries, Ltd.

 

 (b)    Address of Issuer’s Principal Executive Offices:

 

7610 Miramar Road, Building 6000
San Diego California 92126

 

ITEM 2:

 

(a)  Name of Person Filing:

 

This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1 promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”):

 

(i)            AIGH Capital Management, LLC, a Maryland limited liability company (“AIGH LP”), as an Advisor or Sub-Advisor with respect to shares of Common Stock (as defined in Item 2(d) below) held by AIGH Investment Partners, L.P. and WVP Emerging Manger Onshore Fund, LLC;

 

(ii)           AIGH Investment Partners, L.L.C., a Delaware limited liability company (“AIGH LLC”), with respect to shares of Common Stock (as defined in Item 2(d) below) directly held by it;

 

(iii)          Mr. Orin Hirschman (“Mr. Hirschman”), who is the Managing Member of AIGH Capital Management, LLC and president of AIGH LLC, with respect to shares of Common Stock indirectly held by AIGH LP, directly by AIGH LLC and Mr. Hirschman and his family directly.

 

AIGH Capital Management LLC., AIGH Investment Partners LLC, and Mr. Hirschman are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

(b)  Address of Principal Business Office or, if None, Residence:

 

The principal office and business address of AIGH Investment Partners, L.P., AIGH Investment Partners LLC, and Mr. Hirschman is:

 

6006 Berkeley Avenue

Baltimore MD 21209

 

(c)  Citizenship:

 

See Item 2(a) above and Item 4 of each cover page.

 

(d)  Title of Class of Securities:

 

Common Stock, par value $0.01 per share

 

(e) CUSIP Number:

 

749552105

 

 

 

 

ITEM 3:   IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

 

            

(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 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);

 

 

 

 

 

(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: ___________________________.

 

ITEM 4:  OWNERSHIP.

 

See Item s 5,6,7,8 and 9 of each cover page.

 

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.

 

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 THE GROUP.

 

Not applicable.

 

ITEM 9:   NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

ITEM 10:  CERTIFICATIONS.

 

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 a participant in any transaction having that purpose or effect.

 

 

 

 

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: February 14, 2020

By:

/s/ Orin Hirschman

 

 

 

Orin Hirschman,

 

 

 

Individually and as (a) managing member of AIGH Capital Management LLC.: and (b) president of AIGH Investment Partners LLC.