SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. )*
Safe-T Group Ltd.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
78643B302
(CUSIP Number)
August 17, 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:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | 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 purposes 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: 78643B302 | |||
| (1) | Names of Reporting Persons Iroquois Capital Management L.L.C. | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | o | ||
| (b) | o | ||
| (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 1,363,920 Ordinary Shares | |
| (7) | Sole Dispositive Power 0 | |
| (8) | Shared Dispositive Power 1,363,920 Ordinary Shares |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,363,920 Ordinary Shares | |
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| (11) | Percent of Class Represented by Amount in Row (9) 2.5% | |
| (12) | Type of Reporting Person (See Instructions) OO |
| CUSIP No: 78643B302 | |||||
| (1) | Names of Reporting
Persons Richard Abbe | ||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| (3) | SEC Use Only | ||||
| (4) | Citizenship
or Place of Organization United States of America | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole
Voting Power 3,479,480 Ordinary Shares | |||
| (6) | Shared
Voting Power 1,363,920 Ordinary Shares | ||||
| (7) | Sole
Dispositive Power 3,479,480 Ordinary Shares | ||||
| (8) | Shared
Dispositive Power 1,363,920 Ordinary Shares | ||||
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,843,400 Ordinary Shares | ||||
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| (11) | Percent
of Class Represented by Amount in Row (9) 8.9% | ||||
| (12) | Type
of Reporting Person (See Instructions) IN; HC | ||||
| CUSIP No: 78643B302 | |||||
| (1) | Names of Reporting
Persons Kimberly Page | ||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| (3) | SEC Use Only | ||||
| (4) | Citizenship
or Place of Organization United States of America | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole
Voting Power 0 | |||
| (6) | Shared
Voting Power 1,363,920 Ordinary Shares | ||||
| (7) | Sole
Dispositive Power 0 | ||||
| (8) | Shared
Dispositive Power 1,363,920 Ordinary Shares | ||||
| (9) | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,363,920 Ordinary Shares | ||||
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| (11) | Percent
of Class Represented by Amount in Row (9) 2.5% | ||||
| (12) | Type
of Reporting Person (See Instructions) IN | ||||
CUSIP No: 78643B302
Item 1.
| (a) | Name of Issuer Safe-T Group Ltd. (the “Company”) | |
| (b) | Address of Issuer’s Principal Executive Offices 8 Abba Eban Ave., Herzliya, Israel 4672526 |
| Item 2 (a). | Name of Person Filing |
| Item 2 (b). | Address of Principal Business Office or, if none, Residence |
| Item 2 (c). | Citizenship This Schedule 13G is being filed on behalf of (i) Iroquois Capital Management L.L.C., a Delaware limited liability company (“Iroquois”), (ii) Richard Abbe, an individual who is a citizen of the United States of America and Kimberly Page, an individual who is a citizen of the United States of America (“Mr. Abbe” and “Ms. Page,” together with Iroquois, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of all of the Reporting Persons is 205 East 42nd Street, 20th Floor, New York, NY 10017.
|
| Item 2 (d) | Title of Class of Securities
|
| Item 2 (e) | CUSIP Number
The CUSIP Number applies to the American Depositary Shares, each of which represents forty (40) Shares. |
| 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:
Not applicable. |
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | 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) | o | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | o |
Group, in accordance with Rule 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 |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned consists of 4,843,400 Ordinary Shares (represented by 121,085 American Depositary Shares).
The Company’s Prospectus (Registration No. 333-226074), filed on August 20, 2018 indicates there were 54,615,011 Shares outstanding as of the completion of the offering of the Shares referred to therein.
As of the date of the event which requires filing of this statement, Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 1,363,920 Ordinary Shares and Iroquois Capital Investment Group LLC (“ICIG”) held 3,479,480 Ordinary Shares.
Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all Ordinary Shares held by Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner of all Ordinary Shares held by Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Ordinary Shares owned by another Reporting Person. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Ordinary Shares except to the extent of their pecuniary interest therein.
| 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: o
| 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 or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
See Exhibit 1.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below each of the undersigned certifies that, to the best of its 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.
SIGNATURES
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.
Date: September 4, 2018
| IROQUOIS CAPITAL MANAGEMENT L.L.C. | ||
| By: | /s/ Richard Abbe | |
| Richard Abbe, President | ||
| /s/ Richard Abbe | ||
| Richard Abbe | ||
| /s/ Kimberly Page | ||
| Kimberly Page | ||
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. 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, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Date: September 4, 2018
| IROQUOIS CAPITAL MANAGEMENT L.L.C. | ||
| By: | /s/ Richard Abbe | |
| Richard Abbe, President | ||
| /s/ Richard Abbe | ||
| Richard Abbe | ||
| /s/ Kimberly Page | ||
| Kimberly Page | ||