Statement of Ownership (sc 13g)
03 April 2018 - 6:56AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
March 30, 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:
*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.
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:
|
5.54%*
|
|
|
|
|
|
|
7.
|
Sole Dispositive Power:
|
0
|
|
|
|
|
|
|
8.
|
Shared Dispositive Power:
|
5.54%*
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
5.54%*
|
|
|
|
|
|
|
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):
|
5.54%*
|
|
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions):
|
OO
|
*Calculations are based on 3,553,714 Ordinary Shares of the Issuer
outstanding as of March 30, 2018. This Form 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.
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:
|
5.54%
|
|
|
|
|
|
|
7.
|
Sole Dispositive Power:
|
0
|
|
|
|
|
|
|
8.
|
Shared Dispositve Power:
|
5.54%
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
5.54% (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):
|
5.54% (see Item No. 6 Below)
|
|
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions):
|
PN
|
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:
|
5.54%
|
|
|
|
|
|
|
7.
|
Sole Dispositive Power:
|
0
|
|
|
|
|
|
|
8.
|
Shared Dispositve Power:
|
5.54%
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
5.54% (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):
|
5.54%
(see Item No. 6 Below)
|
|
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions):
|
OO
|
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:
|
5.54%
|
|
|
|
|
|
|
7.
|
Sole Dispositive Power:
|
0
|
|
|
|
|
|
|
8.
|
Shared Dispositve Power:
|
5.54%
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
5.54% (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):
|
5.54% (see Item No. 6 Below)
|
|
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions):
|
IN
|
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)
|
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:
5.54%
|
|
(b)
|
Percentage of Class:
5.54%*
|
|
(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:
5.54%
|
|
(iii)
|
Sole power to dispose or to direct the disposition:
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition:
5.54%
|
|
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 197,025, or approximately 5.54%, 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
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: Yorkville Advisors Global, LP
Its: Investment Manager
By: Yorkville Advisors Global, LLC
Its: General Partner
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
4/2/2018
|
|
|
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:
|
4/2/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
Yorkville Advisors Global, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
4/2/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew Beckman
|
|
Date:
|
4/2/2018
|
|
|
Matthew Beckman
|
|
|
|
|
BOS Better Online Soluti... (NASDAQ:BOSC)
Historical Stock Chart
From Apr 2024 to May 2024
BOS Better Online Soluti... (NASDAQ:BOSC)
Historical Stock Chart
From May 2023 to May 2024