SC 13G: Edible Garden AG Inc

AI Summary

SC 13G filing by Edible Garden AG Inc.

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• c109085_sc13g.htm (SC 13G) — 66KB
• 0000930413-24-001832.txt ( ) — 68KB

(a)

Item 2 (a). Name of Person Filing

(b)

Item 2 (b). Address of Principal Business Office or, if none, Residence

(c)

Item 2 (c). Citizenship This Schedule 13G is being filed on behalf of (i) Iroquois Capital Management L.L.C., a Delaware limited liability company (“Iroquois”), (ii) Richard Abbe, an individual who is a citizen of the United States of America and (iii) Kimberly Page, an individual who is a citizen of the United States of America (“Mr. Abbe” and “Ms. Page,” together with Iroquois, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. The principal business office of all of the Reporting Persons is 2 Overhill Road, Scarsdale, New York 10583.

(d)

Item 2 (d) Title of Class of Securities Common Stock, par value $0.0001 per share

(e)

Item 2 (e) CUSIP Number 28059P303 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: Not applicable. (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) o 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) o A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); (k) o Group, in accordance with Rule 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:____________________________

Ownership

Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 549,392 shares of Common Stock issued and outstanding as of May 22, 2024 as represented in the Company’s Prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on May 22, 2024, and assumes the exercise of the Company’s reported warrants (the “Reported Warrants”) and the exercise of the Company’s reported pre-funded warrants (the “Reported Pre-Funded Warrants”), subject to the Blockers (as defined below). Pursuant to the terms of the Reported Pre-Funded Warrants, the Reporting Persons cannot exercise the Pre-Funded Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock and pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (collectively, the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Reported Pre-Funded Warrants or any of the Reported Warrants due to the Blockers. As of the date of the event which requires filing of this statement, Iroquois Mast

Ownership

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: o

Ownership

Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable.

Identification

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.

Identification

Item 8. Identification and Classification of Members of the Group See Exhibit 1.

Notice

Item 9. Notice of Dissolution of Group Not applicable.

Certification

Item 10. Certification By signing below each of the undersigned certifies that, to the best of its 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.

SIGNATURES

SIGNATURES 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: May 30, 2024 IROQUOIS CAPITAL MANAGEMENT L.L.C. By: /s/ Richard Abbe Richard Abbe, President /s/ Richard Abbe Richard Abbe /s/ Kimberly Page Kimberly Page EXHIBIT INDEX Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate. Date: May 30, 2024 IROQUOIS CAPITAL MANAGEMENT L.L.C. By: /s/ Richard Abbe Richard Abbe, President /s/ Richard Abbe Richard Abbe /s/ Kimberly Page Kimberly Page 117565064v.1

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