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YA II PN, Ltd., et al. – ‘SC 13G’ on 6/15/21 re: Samsara Luggage, Inc.

On:  Tuesday, 6/15/21, at 10:45am ET   ·   Accession #:  1104659-21-81275   ·   File #:  5-86800

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/15/21  YA II PN, Ltd.                    SC 13G                 1:224K Samsara Luggage, Inc.             Toppan Merrill/FA
          D-Beta One Blocker Eq, Ltd.
          D-Beta One Eq, Ltd.
          D-Beta One GP, LLC
          D-Beta One GP, LP
          D-Beta One Growth & Opportunity Fund Offshore, LP
          Mark Angelo
          SC-Sigma Global Partners, LP
          Ya Global Investments II (U.S.), LP
          Yaii GP II, LLC
          Yaii GP, LP
          Yorkville Advisors Global II, LLC
          Yorkville Advisors Global, LP

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Acquisition of Beneficial Ownership    HTML    121K 
                by a "Passive" Investor                                          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Samsara Luggage, Inc.

(Name of Issuer)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

174736N105

(CUSIP Number)

June 8, 2021

(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 purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

Page 2

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 3

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 4

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 5

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 6

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 7

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 8

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 9

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 10

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 11

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 12

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 13

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 14

CUSIP No. 74736N105

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

Page 15

Item 1.

(a) Name of Issuer:            Samsara Luggage, Inc.

(b) Address of Issuer’s Principal Executive Offices

One University Plaza, Suite 505,

Hackensack, NJ 07601

1012 Springfield Ave.

Mountainside, NJ 07092

CUSIP Number: 79589J200

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Page 16

* Calculations are based on the deemed beneficial ownership of 145,510 shares of Common Stock, such that the reporting person is deemed to be the beneficial owner of 9.99% of the issuer’s outstanding Common Stock of 1,456,557 shares (which number is based on the issuer’s outstanding shares of 1,346,606 as of June 10, 2021, plus the deemed beneficial ownership of 109,951 shares).

In addition, beneficial ownership is based on ownership limitations of 9.99% as set forth in the instruments held by the beneficial owner. As of June 10, 2021, the beneficial owner held 35,559 shares of Common Stock. The difference between deemed beneficial ownership of 109,951 shares and the actual number of shares of 35,559 shares held as of June 10, 2021 is the number of shares in which the beneficial owner could acquire within 60 days of the date of this filing to bring its beneficial ownership up to the ownership limitation of 9.99%.

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 [    ].

The reporting persons directly or indirectly own an aggregate of 145,510* shares, or 9.99%, of Common Stock of the issuer as of June 9, 2021 (which amount includes 109,951 shares into which the Convertible Debentures (“CDs”) would have been converted on June 9, 2021 if that were the conversion date). YA II and the other reporting persons share the power to vote and dispose of any such Common Stock.

Direct beneficial ownership of such Common Stock by the reporting persons is as follows (and therefore excludes any Common Stock indirectly held by such person or any securities, such as warrants, which may be exercised or converted into Common Stock of the issuer):

Page 17

In addition to the direct beneficial ownership set forth above, each reporting person is also deemed to be the indirect beneficial owner of additional Common Stock that may be acquired by each such reporting person within 60 days of the date of this filing.

Such Common Stock may be acquired by the reporting persons upon the conversion or exercise of the following:

The conversion of the CDs is subject to an ownership cap that limits the amount of Common Stock that may be issued upon conversion of the CDs to a total of 4.99% of the issuer’s outstanding Common Stock for $150,000 of the CDs and 9.99% for $500,000 of the CDs. The exercise of the Warrants is subject to an ownership cap that limits the amount of Common Stock that may be issued upon exercise of the Warrants to a total of 4.99% of the issuer’s outstanding Common Stock. Accordingly, based on the Company’s reported outstanding shares of 1,346,606 as of June 10, 2021, the direct and indirect beneficial ownership of the Company’s Common Stock by all reporting persons is limited to an aggregate of 145,510 shares. In calculating the number of shares of Common Stock that may be subject to the ownership cap, the number of shares of Common Stock beneficially owned by the holder of the CDs and Warrants and all of their affiliates are taken into consideration. Solely for purposes of this filing, all of the reporting persons are deemed to be affiliated parties and, therefore, any shares of Common Stock beneficially owned by one reporting person are deemed to be held by all other reporting persons.

Below is a description of the relationship among the reporting persons:

YA II PN, Ltd. (“YA II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.

Page 18

D-Beta One EQ, Ltd. (“D-Beta”) is beneficially owned by D-Beta One Blocker EQ, Ltd. (“Blocker”), which is beneficially owned by D-Beta One Growth and Opportunity Fund Offshore, LP (the “Opportunity Fund”). D-Beta One GP, LP (D-Beta GP”) is the general partner to the Opportunity Fund. D-Beta One GP, LLC (“D-B GP”) is the general partner to the D-Beta GP. YA Advisor is the investment manager to D-Beta. Mark Angelo makes the investment decisions on behalf of D-Beta. Accordingly, each of D-Beta, the Blocker, the Opportunity Fund, the D-Beta GP, the D-B GP, YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.

SC-Sigma Global Partners, LP (“SC-Sigma”) is beneficially owned by the D-Beta GP. The D-B GP is the general partner of the D-Beta GP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the D-Beta GP, the D-B GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Common Stock.

For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person. YA II, D-Beta and SC-Sigma may be deemed affiliates through having a common investment manager, through D-Beta and SC-Sigma having common ownership, and through having common ownership of the three private funds’ general partners (the YA Advisor GP, the YA GP, the Yorkville GP, the D-Beta GP and the D-B GP).

Not Applicable

See Item 6.

Not Applicable

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 participant in any transaction having that purpose or effect.

Additional Information:

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

Page 19

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.

REPORTING PERSON:

Page 20

Page 21

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Q Biomed, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. 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 or it contained herein and therein but shall not be responsible for the completeness and accuracy of the information concerning the others. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: June 10, 2021

YA II PN, Ltd.

YA Global Investments II (U.S.), Ltd.

Yorkville Advisors Global, LP

By: Yorkville Advisors Global, LLC

Its: General Partner

Page 22

Yorkville Advisors Global II, LLC

YAII GP, LP

By: Yorkville Advisors GP, LLC

Its: General Partner

Yorkville Advisors GP, LLC

YA II GP II, LLC

D-Beta One EQ, Ltd.

By: Delta Beta Advisors, LLC

Its: Investment Manager

D-Beta One Blocker EQ, Ltd.

Page 23

D-Beta One Growth and Opportunity Fund Offshore, LP

By: D-Beta One GP, LP

Its: General Partner

By: D-Beta One GP, LLC

Its: General Partner

D-Beta One GP, LP

D-Beta One GP, LLC

SC-Sigma Global Partners, LP

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing		Date		Other Filings
Filed on:		6/15/21
		6/10/21		8-K,  D
		6/9/21
		6/8/21
				List all Filings

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Filing Submission 0001104659-21-081275   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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