Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 3:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Madison Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
55826L109
(CUSIP Number)
December 31, 2022
(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 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. 55826L109
| 1. | Names of Reporting Persons |
Arena Investors, LP
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5. SOLE VOTING POWER |
192,073,017 |
| 6. SHARED VOTING POWER |
0 |
| 7. SOLE DISPOSITIVE POWER |
192,073,017 |
| 8. SHARED DISPOSITIVE POWER |
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
192,073,017
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
12.0%
| 12. | Type of Reporting Person (See Instructions) |
PN
CUSIP No. 55826L109
| 1. | Names of Reporting Persons |
Arena Investors GP, LLC
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5. SOLE VOTING POWER |
192,073,017 |
| 6. SHARED VOTING POWER |
0 |
| 7. SOLE DISPOSITIVE POWER |
192,073,017 |
| 8. SHARED DISPOSITIVE POWER |
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
192,073,017
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
12.0%
| 12. | Type of Reporting Person (See Instructions) |
OO
CUSIP No. 55826L109
| 1. | Names of Reporting Persons |
Arena Special Opportunities Fund, LP
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5. SOLE VOTING POWER |
62,807,877 |
| 6. SHARED VOTING POWER |
0 |
| 7. SOLE DISPOSITIVE POWER |
62,807,877 |
| 8. SHARED DISPOSITIVE POWER |
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
62,807,877
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
3.9%
| 12. | Type of Reporting Person (See Instructions) |
PN
CUSIP No. 55826L109
| 1. | Names of Reporting Persons |
Arena Special Opportunities Fund (Onshore) GP,
LLC
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5. SOLE VOTING POWER |
62,807,877 |
| 6. SHARED VOTING POWER |
0 |
| 7. SOLE DISPOSITIVE POWER |
62,807,877 |
| 8. SHARED DISPOSITIVE POWER |
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
62,807,877
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
3.9%
| 12. | Type of Reporting Person (See Instructions) |
OO
CUSIP No. 55826L109
| 1. | Names of Reporting Persons |
Arena Special Opportunities Partners I, LP
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5. SOLE
VOTING POWER |
129,265,140 |
| 6. SHARED VOTING
POWER |
0 |
| 7. SOLE DISPOSITIVE
POWER |
129,265,140 |
| 8. SHARED DISPOSITIVE
POWER |
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
129,265,140
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
8.1%
| 12. | Type of Reporting Person (See Instructions) |
PN
CUSIP No. 55826L109
| 1. | Names of Reporting Persons |
Arena Special Opportunities Partners (Onshore)
GP, LLC
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5. SOLE
VOTING POWER |
129,265,140 |
| 6. SHARED VOTING
POWER |
0 |
| 7. SOLE DISPOSITIVE
POWER |
129,265,140 |
| 8. SHARED DISPOSITIVE
POWER |
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
129,265,140
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
8.1%
| 12. | Type of Reporting Person (See Instructions) |
PN
Item 1.
| (a) | The name of the issuer is Madison Technologies, Inc. (the “Issuer”). |
| (b) | The principal executive offices of the Issuer are located at 61 East 80th Street, New York, NY 10075. |
Item 2.
| (a) | This Schedule 13G is filed by the following (the “Reporting
Persons”): |
| (i) | Arena Investors, LP (the “Investment Manager”), who serves as investment manager to the Arena Funds (as defined
below); |
| (ii) | Arena Investors GP, LLC, who serves as the general partner of the Investment Manager (the “IM General Partner”); |
| (iii) | Arena Special Opportunities Partners I, LP (“Partners Fund I”); |
| (iv) | Arena Special Opportunities Partners (Onshore) GP, LLC, who serves as the general partner of Partners Fund I (the “Partners
Fund I General Partner”); |
| (v) | Arena Special Opportunities Fund, LP (the “Opportunities Fund”; and collectively with Partners Fund I, the “Arena
Funds”); and |
| (vi) | Arena Special Opportunities Fund (Onshore) GP, LLC, who serves as the general partner of the Opportunities Fund (the “Opportunities
Fund General Partner”). |
The Arena Funds are private investment vehicles. The Arena
Funds directly beneficially own the Common Stock (as defined below) reported in this Schedule 13G.
The Investment Manager and the IM General Partner may be
deemed to beneficially own the Common Stock owned by the Arena Funds.
The Partners Fund I General Partner may be deemed to beneficially
own the Common Stock owned by Partners Fund I.
The Opportunities Fund General Partner may be deemed to beneficially
own the Common Stock owned by the Opportunities Fund.
Each Reporting Person disclaims beneficial ownership with
respect to any Common Stock other than the Common Stock directly beneficially owned by such Reporting Person.
| (b) | The principal business office of the Reporting Persons is 405 Lexington Avenue, 59th Floor, New York, New York 10174. |
| (c) | For citizenship information see Item 4 of the cover page of each Reporting Person. |
| (d) | This Statement relates to the Common Stock, $0.001 par value per share, of the Issuer (the “Common Stock”). |
| (e) | The CUSIP Number of the Common Stock is 55826L109. |
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:
| (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 U.S.C. 80a-8). |
| (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); |
| (k) | ¨ |
Group, in accordance with §240.13d-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.
See Items 5-9 and 11 on the cover page for each Reporting Person, and
Item 2, which information is given as of the close of business on the Event Date of December 31, 2022 and remains accurate as of the close
of business on February 14, 2023, the filing date of this Schedule 13G.
The percentages of beneficial
ownership of the Reporting Persons set forth on the cover pages hereto are based on 1,599,095,027 shares of Common Stock outstanding
as of November 10, 2022, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 14,
2022.
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: ¨
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 the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
| (c) | 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 a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11. |
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.
Dated: February 14, 2023
Arena Investors, LP
Arena Investors GP, LLC
Arena Special Opportunities Fund, LP
Arena Special Opportunities Fund (Onshore) GP, LLC
Arena Special Opportunities Partners I, LP
Arena Special Opportunities Partners (Onshore) GP, LLC
Name: Lawrence Cutler
Title: Authorized Signatory
Madison Technologies (CE) (USOTC:MDEX)
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