| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Edible Garden AG Incorporated (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
28059P303 (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 |
| CUSIP No. | 28059P303 |
| 1 | Names of Reporting Persons Dominion Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CONNECTICUT | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,408,105.00 | ||||||||
| 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:
As more fully described in Item 4 of this Amendment No. 1 to Statement on Schedule 13G (this ''Amendment No. 1''), such shares and percentage (i) assume 21,697,058 outstanding shares of common stock, par value $0.0001 per share, of the issuer (the ''Common Stock'') based on the number of outstanding shares of Common Stock disclosed in the issuer's Proxy Statement on Schedule 14A, filed by the issuer with the U.S. Securities and Exchange Commission (the ''SEC'') on December 23, 2024 (the ''Proxy Statement''), as updated by certain disclosure in subsequent filings made by the issuer with the SEC on December 26, 2024 and on January 31, 2025, (collectively with the Proxy Statement, the ''SEC Filings'') and (ii) are based on (a) Series A common stock purchase warrants of the issuer (the ''Series A Warrants''), (b) Series B common Stock purchase warrants of the issuer (the ''Series B Warrants''), and (c) common stock purchase warrants of the issuer (the ''Common Warrants'' and, collectively with the Series A Warrants and the Series B Warrants, the ''Warrants'') directly owned by the reporting person, each of which contain a 9.99% beneficial ownership limitation provision (a ''Blocker'').
SCHEDULE 13G |
| CUSIP No. | 28059P303 |
| 1 | Names of Reporting Persons Dominion Capital GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,408,105.00 | ||||||||
| 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:
As more fully described in Item 4 of this Amendment No. 1, such shares and percentage (i) assume 21,697,058 shares of Common Stock outstanding, based on the number of outstanding shares of Common Stock disclosed in the SEC Filings and (ii) are based on the Warrants indirectly owned by the reporting person, each of which contains a 9.99% Blocker.
SCHEDULE 13G |
| CUSIP No. | 28059P303 |
| 1 | Names of Reporting Persons Dominion Capital Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,408,105.00 | ||||||||
| 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:
As more fully described in Item 4 of this Amendment No. 1, such shares and percentage (i) assume 21,697,058 shares of Common Stock outstanding, based on the number of outstanding shares of Common Stock disclosed in the SEC Filings and (ii) are based on the Warrants indirectly owned by the reporting person, each of which contains a 9.99% Blocker.
SCHEDULE 13G |
| CUSIP No. | 28059P303 |
| 1 | Names of Reporting Persons Mikhail Gurevich | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,408,105.00 | ||||||||
| 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:
As more fully described in Item 4 of this Amendment No. 1, such shares and percentage (i) assume 21,697,058 shares of Common Stock outstanding, based on the number of outstanding shares of Common Stock disclosed in the SEC Filings and (ii) are based on the Warrants indirectly owned by the reporting person, each of which contains a 9.99% Blocker.
SCHEDULE 13G |
| CUSIP No. | 28059P303 |
| 1 | Names of Reporting Persons Gennadiy Gurevich | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,408,105.00 | ||||||||
| 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:
As more fully described in Item 4 of this Amendment No. 1, such shares and percentage (i) assume 21,697,058 shares of Common Stock outstanding, based on the number of outstanding shares of Common Stock disclosed in the SEC Filings and (ii) are based on the Warrants indirectly owned by the reporting person, each of which contains a 9.99% Blocker.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Edible Garden AG Incorporated | |
| (b) | Address of issuer's principal executive
offices: 283 County Road 519, Belvidere, NJ, 07823 | |
| Item 2. | ||
| (a) | Name of person filing: (i) Dominion Capital LLC, a Connecticut limited liability company ("Dominion");
(ii) Dominion Capital GP LLC, a Delaware limited liability company ("Dominion GP");
(iii) Dominion Capital Holdings LLC, a Delaware limited liability company ("Dominion Holdings");
(iv) Mikhail Gurevich; and
(v) Gennadiy Gurevich.
The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G, filed with the SEC on October 4, 2024 (the "Schedule 13G"), pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 and all subsequent amendments to the Schedule 13G and Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein. | |
| (b) | Address or principal business office or, if
none, residence: The principal business address of each of the Reporting Persons is 256 West 38th Street, 15th Floor, New York, NY 10018. | |
| (c) | Citizenship: Dominion is a Connecticut limited liability company. Each of Dominion GP and Dominion Holdings is a Delaware limited liability company. Each of Mikhail Gurevich and Gennadiy Gurevich is a citizen of the United States. | |
| (d) | Title of class of securities: Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.: 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: | |
| (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: The purpose of this Amendment No. 1 is to amend and supplement the Schedule 13G in order to update the beneficial ownership information on the cover pages and in Item 4 of the Schedule 13G.
The information required by this item with respect to each Reporting Person is set forth on rows 5 through 9 and 11 of the cover pages to this Amendment No. 1 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported assume 21,697,058 shares of outstanding Common Stock, based on the number of outstanding shares of Common Stock disclosed in the SEC Filings.
Dominion directly holds (i) Series A Warrants exercisable for up to 1,940,000 shares of Common Stock; (ii) Series B Warrants exercisable for up to 495,000 shares of Common Stock, and (iii) Common Warrants exercisable for up to 1,000 shares of Common Stock, of which an aggregate of 2,408,105 shares of Common Stock issuable upon exercise of the Warrants in any combination may be deemed beneficially owned by Dominion as a result of the triggering of the 9.99% Blockers in each of the Warrants, which prohibit Dominion from exercising the Warrants for shares of Common Stock if, as a result of such exercise, Dominion, together with its affiliates and any persons acting as a group together with Dominion or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise.
Consequently, Dominion is the beneficial owner of 2,408,105 shares of Common Stock (the "Shares"). Dominion has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its manager, Dominion GP. Dominion Holdings is the manager of Dominion GP. Each of the managers of Dominion Holdings, Mikhail Gurevich and Gennadiy Gurevich, has shared power to vote and/or dispose of the Shares beneficially owned by Dominion, Dominion GP and Dominion Holdings. Neither Mikhail Gurevich nor Gennadiy Gurevich directly owns the Shares. By reason of the provisions of Rule 13d-3 of the Act, each of Mikhail Gurevich and Gennadiy Gurevich may be deemed to beneficially own the Shares which are beneficially owned by each of Dominion, Dominion GP and Dominion Holdings, Dominion Holdings may be deemed to beneficially own the Shares which are beneficially owned by each of Dominion and Dominion GP, and Dominion GP may be deemed to beneficially own the Shares which are beneficially owned by Dominion. | |
| (b) | Percent of class: 9.9% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: (A) Dominion: 0.00
(B) Dominion GP: 0.00
(C) Dominion Holdings: 0.00
(D) Mikhail Gurevich: 0.00
(E) Gennadiy Gurevich: 0.00 | ||
| (ii) Shared power to vote or to direct the
vote: (A) Dominion: 2,408,105.00
(B) Dominion GP: 2,408,105.00
(C) Dominion Holdings: 2,408,105.00
(D) Mikhail Gurevich: 2,408,105.00
(E) Gennadiy Gurevich: 2,408,105.00 | ||
| (iii) Sole power to dispose or to direct the
disposition of: (A) Dominion: 0.00
(B) Dominion GP: 0.00
(C) Dominion Holdings: 0.00
(D) Mikhail Gurevich: 0.00
(E) Gennadiy Gurevich: 0.00 | ||
| (iv) Shared power to dispose or to direct the
disposition of: (A) Dominion: 2,408,105.00
(B) Dominion GP: 2,408,105.00
(C) Dominion Holdings: 2,408,105.00
(D) Mikhail Gurevich: 2,408,105.00
(E) Gennadiy Gurevich: 2,408,105.00 | ||
| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G. | ||
| 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. |
|
|
|
|
|
|
|
|
|
|