P.O. Box 202845
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
701 W. 8th Avenue, Suite 1100
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 §§240.13d-1(e),
240.13d-1(f) or 240.13d-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 13d-7 for other parties to whom copies are to
be sent.
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).
CUSIP
No. G39462125 |
13D |
Page 2 of 5 Pages |
1. |
Names of reporting persons
Jonathan B. Rubini |
|
2. |
Check the appropriate box if a member of group (See Instructions) |
(a) ☐ |
|
|
(b) ☐ |
3. |
SEC use only |
|
|
4. |
Source of funds (See Instructions)
PF |
5. |
Check if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e) |
☐
|
6. |
Citizenship or place of organization
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
Sole voting power
192,915 |
8. |
Shared voting power
3,265 |
9. |
Sole dispositive power
192,915 |
10. |
Shared dispositive power
3,265 |
11. |
Aggregate amount beneficially owned by each reporting person
196,180 |
12. |
Check if the aggregate amount in row (11) excludes certain shares (See Instructions)
The aggregate amount in Row 11 represents the maximum amount that the Reporting
Person can beneficially control under a contractually stipulated 9.99% ownership restriction. The full exercise of the Reporting Person’s
securities would exceed this restriction. |
☒
|
13. |
Percent of class represented by amount in row (11)
9.99%(1) |
14. |
Type of reporting person (See Instructions)
IN |
| (1) | Based on 1,963,768 Ordinary Shares issued and outstanding as
of February 1, 2023 as disclosed in the Issuer’s Registration Statement on Form F-1 filed with the U.S. Securities and Exchange
Commission (the “SEC”) on February 1, 2023. |
CUSIP
No. G39462125 |
13D |
Page 3 of 5 Pages |
Item 1. Security and Issuer
This Statement relates to the ordinary
shares, par value $3.15 per share (the “Ordinary Shares”), of G Medical Innovations Holdings Ltd., a Cayman Islands limited
company (the “Issuer”).
The principal executive offices
of the Issuer are located at 5 Oppenheimer St. Rehovot 7670105, Israel.
On November 15, 2022, the Issuer’s
shareholders approved a reverse split reflecting every 35 ordinary shares of par value $0.09 each be consolidated into 1 ordinary share
of par value $3.15 each, which took effect on November 16, 2022 (the “November 2022 Reverse Stock Split”).
Item 2. Identity and Background.
(a) and (f) Jonathan B. Rubini (the “Reporting
Person”) is a United States citizen.
(b) The Reporting Person’s
business address is 813 D Street, Suite 200, Anchorage, AK 99501.
(c) The
principal occupation of the Reporting Person is commercial real estate developer and investor.
(d) and (e) During the last five
years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and
he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of
such proceeding, he is or has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person purchased
the Ordinary Shares held by him directly using his personal funds.
Item 4. Purpose of Transaction
On October 20, 2022, the
Issuer entered into an agreement with Jonathan B. Rubini (the “Reporting Person”) in connection with a private placement
investment for 2,777,777 ordinary shares, par value $0.09 per share (or 79,365 ordinary shares after giving effect to the November
2022 Reverse Stock Split) and warrants to purchase 2,777,777 ordinary shares (or 79,366 ordinary shares after giving effect to the November 2022 Reverse Stock Split) with price of $0.18 per
share and associated warrant (or $6.30 after giving effect to the November 2022 Reverse Stock Split), for aggregate consideration of
$500,000 (the “SPA”). The warrants are exercisable at any time beginning 30 days after issuance with a term of five years from
issuance.
The Reporting Person intends to
closely monitor his investments and may from time to time take advantage of opportunities presented to him. The Reporting Person may in
the future also formulate plans or proposals regarding the Issuer, including possible future plans or proposals concerning events or transactions
of the kind described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Depending upon the Reporting Person’s continuing
review of his investments and various other factors, including those mentioned above, the Reporting Person may (subject to any applicable
securities laws and lock-up arrangements) decide to sell all or any part of the Ordinary Shares or other securities owned by him from
time to time, although he has no current plans to do so. Except as set forth above, the Reporting Person has no present plans or proposals
that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D.
CUSIP
No. G39462125 |
13D |
Page 4 of 5 Pages |
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person may be
deemed to beneficially own 196,180 Ordinary Shares of the Issuer, which constitute 9.99% of the outstanding Ordinary Shares of the Issuer.
(b) The Reporting Person has sole
voting and dispositive power of 192,915 Ordinary Shares of the Issuer.
(c) On October 20, 2022, the Issuer
entered into an agreement with the Reporting Person in connection with a private placement investment for 2,777,777 Ordinary Shares and
warrants to purchase 2,777,777 Ordinary Shares with price of $0.18 per share and associated warrant, for aggregate consideration of $500,000.
Reporting Person | |
Date | |
Number of Ordinary Shares | | |
Avg. Price Per Ordinary Share | |
Jonathan B. Rubini | |
October 20, 2022 | |
| 2,777,777 | | |
$ | 0.18 | (1) |
| (1) | The price reported is the Ordinary Shares price in the SPA dated
October 20, 2022, between the Issuer and the Reporting Person. |
(d) No person other than the Reporting
Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares
reported above in this Item 5 and held directly by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On April 7, 2021, the Issuer obtained
a convertible loan in an aggregate amount of $600,000, against issuance of convertible debentures and warrants to purchase 136,571 Ordinary
Shares with the Reporting Person (the “10% Convertible Debenture”). The debentures have a six-month term from issuance, bear
interest at 10% per annum and are convertible into our Ordinary Shares at conversion price equal to 80% of the public offering price per
share in our initial public offering. The warrants have an exercise price per share equal to the per share price of our Ordinary Shares
in our next equity financing of at least $10,000,000, including without limitation, an initial public offering, subject to standard adjustments.
On June 1, 2022, the Issuer amended
the 10% Convertible Debenture. The terms of the amended 10% Convertible Debenture extend the original six months maturity term from issuance
by one year to October 7, 2022, with a final maturity date of April 7, 2023. Furthermore, the Company must notify in writing at least
twenty days in advance of a payment of any principle or accrued but unpaid interest under the 10% Convertible Debenture. All other material
terms of the 10% Convertible Debenture remained unchanged.
On October 20, 2022, the Issuer
executed the SPA with the Reporting Person in connection with a private placement investment for 2,777,777 Ordinary Shares and warrants
to purchase 2,777,777 Ordinary Shares with price of $0.18 per share and associate warrant, for aggregate consideration of $500,000. In
connection with this private placement investment, the Reporting Person and the Issuer agreed, inter alia, to amend the applicable
interest rate and conversion price adjustment date of the 10% Convertible Debenture, originally dated April 7, 2021, as amended and restated
on June 1, 2022.
To date, the Issuer has not repaid
the foregoing debentures and the Issuer is discussing with the debenture holder the terms of repayment, and/or conversion.
CUSIP
No. G39462125 |
13D |
Page 5 of 5 Pages |
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.
Date: February 3, 2023
|
By: |
/s/ Jonathan B. Rubini |
|
|
Jonathan B. Rubini |