SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A


UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*


PaxMedica, Inc.
(Name of Issuer)


Common Stock, par value $0.0001 per share
(Title of Class of Securities)


70424C203
(CUSIP Number)


12/31/2024
(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(b)
☒   Rule 13d-1(c)
☐   Rule 13d-1(d)




SCHEDULE 13G/A
CUSIP No.
70424C203


1 Names of Reporting Persons

Lind Global Fund II LP
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☒  (b)
3SEC Use Only
4 Citizenship or Place of Organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 985,000.00
6 Shared Voting Power: 0.00
7 Sole Dispositive Power: 985,000.00
8 Shared Dispositive Power: 0.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

985,000.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

9.9 %
12 Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: (1) The reporting person's ownership consists of (i) 191,770 shares of common stock, (ii) 961,540 warrants to purchase shares of common stock (the "New Warrants"), and (iii) 47,059 warrants to purchase shares of common stock (the "Existing Warrants," and together with the New Warrants, the "Warrants"); however, due to the exercise limitations of the Warrants, the reporting person's beneficial ownership has been limited to 985,000 shares in the aggregate. (2) Each of the Warrants includes a provision limiting the holder's ability to exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company.


SCHEDULE 13G/A
CUSIP No.
70424C203


1 Names of Reporting Persons

Lind Global Partners II LLC
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☒  (b)
3SEC Use Only
4 Citizenship or Place of Organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 985,000.00
6 Shared Voting Power: 0.00
7 Sole Dispositive Power: 985,000.00
8 Shared Dispositive Power: 0.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

985,000.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

9.9 %
12 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) The reporting person's ownership consists of (i) 191,770 shares of common stock, (ii) 961,540 New Warrants, and (iii) 47,059 Existing Warrants. (2) Each of the Warrants includes a provision limiting the holder's ability to exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company.


SCHEDULE 13G/A
CUSIP No.
70424C203


1 Names of Reporting Persons

EASTON JEFF
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☒  (b)
3SEC Use Only
4 Citizenship or Place of Organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 985,000.00
6 Shared Voting Power: 0.00
7 Sole Dispositive Power: 985,000.00
8 Shared Dispositive Power: 0.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

985,000.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

9.9 %
12 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) The reporting person's ownership consists of (i) 191,770 shares of common stock, (ii) 961,540 New Warrants, and (iii) 47,059 Existing Warrants. (2) Each of the Warrants includes a provision limiting the holder's ability to exercise the Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company.



SCHEDULE 13G/A

Item 1. 
(a) Name of issuer:

PaxMedica, Inc.
(b) Address of issuer's principal executive offices:

101 Arch Street, 8th Floor, Boston, Massachusetts, 02110
Item 2. 
(a) Name of person filing:

This statement is filed by the following entities and individuals (collectively, referred to as the "Reporting Persons"): o Lind Global Fund II LP, a Delaware limited partnership; o Lind Global Partners II LLC, a Delaware limited liability company; and o Jeff Easton, an individual and a citizen of the United States of America. Lind Global Partners II LLC, the general partner of Lind Global Fund II LP, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP. Jeff Easton, the managing member of Lind Global Partners II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.
(b) Address or principal business office or, if none, residence:

The address of the principal business office for each of the Reporting Persons is: 444 Madison Ave, Floor 41 New York, NY 10022
(c) Citizenship:

See Row 4 of cover page for each Reporting Person.
(d) Title of class of securities:

Common Stock, par value $0.0001 per share
(e) CUSIP No.:

70424C203
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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
       please specify the type of institution:
(k)☐   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
 
Item 4.Ownership
(a) Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.
(b) Percent of class:

See Row 11 of cover page for each Reporting Person.  %
(c) Number of shares as to which the person has:
  (i) Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

  (ii) Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

  (iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

  (iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

Item 5.Ownership of 5 Percent or Less of a Class.
 
Item 6.Ownership of more than 5 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 or Control Person.
 
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.Certifications:
 
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.

 
Lind Global Fund II LP
 Signature:By: Lind Global Partners II LLC, its General Partner, By: /s/ Jeff Easton
 Name/Title:Jeff Easton, Managing Member
 Date:02/14/2025
 
Lind Global Partners II LLC
 Signature:/s/ Jeff Easton
 Name/Title:Jeff Easton, Managing Member
 Date:02/14/2025
 
EASTON JEFF
 Signature:/s/ Jeff Easton
 Name/Title:Jeff Easton
 Date:02/14/2025
Exhibit Information: 99.1 Joint Filing Application by and among the Reporting Persons.
Exhibit 99.1

JOINT FILING APPLICATION
 
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of PaxMedica, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
 
February 14, 2025
 
LIND GLOBAL FUND II LP
 
By:
Lind Global Partners II LLC
 
its General Partner
   
By:
/s/ Jeff Easton
Name:
Jeff Easton
Title:
Managing Member
   
LIND GLOBAL PARTNERS II LLC
   
By:
/s/ Jeff Easton
Name:
Jeff Easton
Title:
Managing Member
 
JEFF EASTON
 
By:
 
/s/ Jeff Easton