Amended Statement of Ownership (sc 13g/a)
June 24 2020 - 1:03PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G*
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO RULE 13d-2
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(Amendment No. 1)*
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Sylios Corp.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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871324307
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(CUSIP Number)
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June 24, 2020
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(Date of Event Which Requires Filing of the Statement)
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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
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).
1.
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NAME OF REPORTING PERSONS
Darling Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION: New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER 5,504,633*
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6.
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SHARED VOTING POWER 0
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7.
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SOLE DISPOSITIVE POWER 5,504,633*
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8.
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SHARED DISPOSITIVE POWER 0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 5,504,633*
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
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12.
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TYPE OF REPORTING PERSON (See Instructions)
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Item 1(a).
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Name of Issuer:
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Sylios
Corp.
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Item 1(b).
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Address of Issuer’s Principal Executive
Offices:
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501 1st Ave N. Suite 901 St. Petersburg, FL 33701
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Item 2(a).
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Name of Person Filing:
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Darling
Capital, LLC.
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Item 2(b).
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Address of Principal Business Office or,
if none, Residence:
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99 Wall Street #1184 New York NY 10005
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Item 2(c).
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Citizenship:
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United
States of America
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Item 2(d).
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Title of Class of Securities:
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Common
Stock
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Item 2(e).
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CUSIP Number:
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871324307
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Item 3.
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If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);
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(c)
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Insurance company
as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance
with § 240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Provide
the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned: Reporting person holds Issuer’s Convertible promissory Notes which may be converted into common
stock up to 9.99% of the Issuer’s common stock. at any given time holder may not own more than 9.99% of Issuer’s
common stock. Reporting Person disclaims beneficial ownership of Issuer’s Securities held by any other person or entity
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(b)
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Percent
of Class: 6.6%
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(c)
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Number
of shares as to which such person has:
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(i)
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sole
power to vote or to direct the vote: 5,504,633*
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(ii)
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shared
power to vote or to direct the vote: 0
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(iii)
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sole
power to dispose or to direct the disposition of: 5,504,633*
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(iv)
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shared
power to dispose or to direct the disposition of: 0
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Item
5.
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Ownership
of Five Percent or Less of a Class:
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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 5 percent of the class of securities, check the following ☐.
Item
6.
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Ownership
of More than Five Percent on Behalf of another Person:
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N/A
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Item
7.
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Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person:
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N/A
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Item
8.
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Identification
and Classification of Members of the Group:
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N/A
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Item
9.
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Notice
of Dissolution of Group:
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N/A
*
Consists of Common Stock that the reporting person has the right to acquire by way of conversion of a security.
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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 its knowledge and belief, I certify (the undersigned certifies) that the information set
forth in this statement is true, complete and correct.
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June
24, 2020
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(Date)
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/s/ Yehuda
Marrus
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(Signature)
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Yehuda
Marrus, Manager
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Name
and Title
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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