Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Anson Funds
Management LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(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
Texas
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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
0
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6
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SHARED VOTING POWER
10,699,743
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
10,699,743
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,699,743
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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
9.9% **
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12
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TYPE OF REPORTING
PERSON*
IA, PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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2
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Anson Management GP
LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(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
Texas
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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
0
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6
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SHARED VOTING POWER
10,699,743
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
10,699,743
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,699,743
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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
9.9% **
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12
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TYPE OF REPORTING
PERSON*
HC, OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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3
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce R.
Winson
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(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
United States
Citizen
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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
0
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6
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SHARED VOTING POWER
10,699,743
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
10,699,743
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,699,743
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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
9.9% **
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12
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TYPE OF REPORTING
PERSON*
HC, IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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4
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Anson Advisors
Inc.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(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
Ontario,
Canada
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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
0
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6
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SHARED VOTING POWER
10,699,743
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
10,699,743
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,699,743
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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
9.9% **
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12
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TYPE OF REPORTING
PERSON*
CO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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5
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Amin
Nathoo
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(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
Canadian
Citizen
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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
0
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6
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SHARED VOTING POWER
10,699,743
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
10,699,743
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,699,743
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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
9.9% **
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12
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TYPE OF REPORTING
PERSON*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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6
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Moez
Kassam
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(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
Canadian
Citizen
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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
0
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6
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SHARED VOTING POWER
10,699,743
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
10,699,743
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,699,743
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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
9.9% **
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12
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TYPE OF REPORTING
PERSON*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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7
SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Anson Funds Management LP (d/b/a Anson Group), a Texas limited
partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Bruce R. Winson, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc. (d/b/a Anson Funds), an Ontario, Canada corporation,
Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Common stock, $0.001 par value (the “Common Stock”), of Airborne Wireless Network, a Nevada corporation (the
“Issuer”).
This Schedule 13G relates to Common Stock of the Issuer purchased by a private fund to which Anson Funds Management
LP and Anson Advisors Inc. serve as
co-investment
advisors (the “Fund”). Anson Funds Management LP and Anson Advisors Inc. serve as
co-investment
advisors to
the Fund and may direct the vote and disposition of the 10,699,743 shares of Common Stock held by the Fund. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 10,699,743 shares of
Common Stock held by the Fund. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Winson may direct the vote and disposition of the 10,699,743 shares of Common Stock held by the Fund. As directors of Anson Advisors
Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 10,699,743 shares of Common Stock held by the Fund.
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Item 1(a)
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Name of Issuer.
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Airborne Wireless Network
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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4115 Guardian Street
Simi Valley, California
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Item 2(a)
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Name of Person Filing.
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Anson Funds Management LP, Anson Management GP LLC, Mr. Bruce R.
Winson, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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For Anson Funds
Management LP, Anson Management GP LLC and Mr. Winson:
5950 Berkshire Lane, Suite 210
For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam:
155 University Ave, Suite 207
Toronto, ON M5H 3B7
8
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Item 2(c)
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Citizenship or Place of Organization.
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Anson Funds Management LP is a limited
partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Winson is a United States citizen. Anson Advisors Inc. is a corporation
organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
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Item 2(d)
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Title of Class of Securities.
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Common stock, $0.001 par value (the “Common
Stock”).
00928L102
If this statement is filed pursuant to Rule
13d-1(b),
or
13d-2(b),
check whether the person filing is a:
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(a)
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☐
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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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☐
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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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☐
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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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☐
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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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☒
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An investment advisor in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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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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☒
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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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☐
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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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☐
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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 of 1940 (15 U.S.C.
80a-3).
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(j)
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☐
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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9
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(a)
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Anson Funds Management LP, Anson Management GP LLC, Mr. Winson, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 10,699,743 shares of Common Stock held by the Fund. This amount
consists of 10,699,743 shares of Common Stock receivable by the Fund upon (i) conversion of 2000 Series A Preferred shares and (ii) exercise of 325 presently held warrants into Series A Preferred shares, and subsequent conversion of such
325 Series A Preferred shares.
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(b)
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Anson Funds Management LP, Anson Management GP LLC, Mr. Winson, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 9.9% of the outstanding shares of Common Stock. This percentage
is determined by dividing 10,699,743 by the sum of (i) 96,404,793, the number of shares of Common Stock issued and outstanding as of May 23, 2018, as reported in the Issuer’s 424B4 Prospectus filed on May 24, 2018, and (ii)
10,699,743, the number of shares of Common Stock receivable by the Fund upon (i) conversion of Series A Preferred shares and (ii) exercise of presently held warrants into Series A Preferred shares, and subsequent conversion of such Series
A Preferred shares.
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(c)
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Anson Funds Management LP and Anson Advisors Inc., as the
co-investment
advisors to the Fund, may direct the vote and disposition the 10,699,743 shares of Common Stock held by the
Fund. Anson Management GP LLC, as the general partner of Anson Funds Management LP, may direct the vote and disposition the 10,699,743 shares of Common Stock held by the Fund. As the principal of Anson Funds Management LP and Anson Management GP
LLC, Mr. Winson may direct the vote and disposition of the 10,699,743 shares of Common Stock held by the Fund. Mr. Nathoo and Mr. Kassam, each as a director of Anson Advisors Inc., may direct the vote and disposition the 10,699,743
shares of Common Stock held by the Fund.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Inapplicable.
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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.
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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
10
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
For Anson Funds Management LP, Anson Management GP LLC and
Mr. Winson:
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief,
the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.
For the Anson
Advisors Inc., Mr. Nathoo and Mr. Kassam:
By signing below each of the Reporting Persons certifies that, to the best of such
person’s 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.
Joint Filing Agreement dated June 1, 2018, by and among Anson
Funds Management LP, Anson Management GP LLC, Mr. Winson, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam.
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.
Date: June 1, 2018
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ANSON FUNDS MANAGEMENT LP
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By: Anson Management GP LLC, its general partner
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By:
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/s/ Bruce R. Winson
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Bruce R. Winson
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Manager
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ANSON MANAGEMENT GP LLC
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By:
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/s/ Bruce R. Winson
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Bruce R. Winson
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Manager
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/s/ Bruce R. Winson
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Bruce R. Winson
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ANSON ADVISORS INC.
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By:
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/s/ Amin Nathoo
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Amin Nathoo
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Director
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By:
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/s/ Moez Kassam
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Moez Kassam
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Director
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/s/ Amin Nathoo
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Amin Nathoo
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/s/ Moez Kassam
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Moez Kassam
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12
