UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
AMEDICA CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
023435407
(CUSIP Number)
May 10, 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(c)
*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).
(Continued on following page(s)
| Page 1 of 5 Pages |
| CUSIP No. 023435407 | 13G | Page 2 of 5 Pages |
| 1. | NAMES OF REPORTING PERSON |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Capital Anstalt | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ☐ (b) ☐ | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION - |
Liechtenstein |
|
NUMBER OF |
5. | SOLE VOTING POWER - |
|
427,255 Common Stock upon conversion and/or exercise of Alpha Capital Anstalt’s securities (1) (2) | ||
| 6. | SHARED VOTING POWER - | |
| None | ||
| 7. | SOLE DISPOSITIVE POWER - | |
|
427,255 shares of Common Stock (1) (2) | ||
| 8. | SHARED DISPOSITIVE POWER - | |
| None |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - |
|
427,255 shares of Common Stock upon conversion and/or exercise of Alpha Capital Anstalt’s securities (1) (2) | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒ |
|
The aggregate amount in row 9 represents the maximum amount of shares that Alpha Capital Anstalt can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise of Alpha Capital’s securities would exceed this limitation. | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
|
9.99% | |
| 12. | TYPE OF REPORTING PERSON |
| CO |
(1) Based on a number of outstanding shares equal to 4,276,844 shares as disclosed in the Form S-1/A filed on May 10, 2018
(2) 427,255 shares represent the maximum amount of shares that Alpha Capital Anstalt can beneficially control upon conversion and/or exercise of Alpha Capital Anstalt’s securities pursuant to a contractually stipulated 9.99% ownership restriction.
| CUSIP No. 023435407 | 13G | Page 3 of 5 Pages |
| ITEM 1 (a) | NAME OF ISSUER: Amedica Corporation |
| ITEM 1 (b) | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
1885 West 2100 South, Salt Lake City, Utah 84119
| ITEM 2 (a) | NAME OF PERSON FILING: Alpha Capital Anstalt |
| ITEM 2 (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
Lettstrasse 32, 9490 Vaduz, Liechtenstein
| ITEM 2 (c) | CITIZENSHIP: Liechtenstein |
| ITEM 2 (d) | TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value |
| ITEM 2 (e) | CUSIP NUMBER: 023435407 |
| ITEM 3 | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable |
| ITEM 4 | OWNERSHIP |
| (a) | AMOUNT BENEFICIALLY OWNED: 427,255 Shares of Common Stock upon conversion and/or exercise of Alpha Capital Anstalt’s securities (1) (2) |
| (b) | PERCENT OF CLASS: 9.99% |
| (c) | NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: |
| (i) | SOLE POWER TO VOTE OR DIRECT THE VOTE |
427,255 Shares of Common Stock upon conversion and/or exercise of Alpha Capital Anstalt’s securities (1) (2)
| (ii) | SHARED POWER TO VOTE OR DIRECT THE VOTE |
0 Shares
| (iii) | SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
427,255 Shares of Common Stock upon conversion and/or exercise of Alpha Capital Anstalt’s securities (1) (2)
| (iv) | SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
0 Shares
| CUSIP No. 023435407 | 13G | Page 4 of 5 Pages |
| ITEM 5 | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable
| 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 A GROUP |
Not applicable
| ITEM 9 | NOTICE OF DISSOLUTION OF GROUP |
Not applicable
| CUSIP No. 023435407 | 13G | 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.
| May 11, 2018 | |
| (Date) | |
| /s/ Konrad Ackerman | |
| (Signature) | |
| Konrad Ackerman, Director | |
| (Name/Title) |