Edible Garden AG Enters Material Agreement, Amends Bylaws

TL;DR

**Edible Garden AG just made a material agreement and changed its bylaws, watch for details.**

AI Summary

Edible Garden AG Inc. filed an 8-K on January 26, 2024, reporting an event that occurred on January 24, 2024. The filing indicates an entry into a material definitive agreement, changes related to directors or officers' compensatory arrangements, and amendments to the company's bylaws. This matters to investors because material agreements and changes to compensatory arrangements or bylaws can significantly impact the company's financial health, operational strategy, and shareholder value, potentially signaling new strategic directions or financial obligations.

Why It Matters

This filing signals potential strategic shifts or financial commitments for Edible Garden AG Inc., which could influence future performance and shareholder returns.

Risk Assessment

Risk Level: medium — The filing mentions a 'material definitive agreement' and changes to 'compensatory arrangements' and 'bylaws' without specific details, creating uncertainty about their potential impact.

Analyst Insight

Investors should monitor subsequent filings for specific details regarding the 'material definitive agreement' and the nature of the 'compensatory arrangements' and 'bylaw amendments' to assess their financial and operational implications for Edible Garden AG Inc.

Key Players & Entities

• Edible Garden AG Inc. (company) — the registrant filing the 8-K
• January 24, 2024 (date) — date of the earliest event reported
• January 26, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Edible Garden AG Inc. will provide more details on the material definitive agreement in future filings. (Edible Garden AG Inc.) — high confidence, target: Q1 2024
• The changes to compensatory arrangements could impact executive compensation disclosures in the next proxy statement. (Edible Garden AG Inc.) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share EDBL The Nasdaq Stock Mar
• $300,000 — to pay Mr. James a severance payment of $300,000 in the form of salary continuation over
• $25,000 — stock award with a fair value equal to $25,000 as of the trading day after the date th
• $120,000 — ices. To date, those fees are less than $120,000. The Company will continue to compensa
• $300 — agreement with CapConnect at a rate of $300 per hour. Item 5.03 Amendments to Arti

Filing Documents

• edbl_8k.htm (8-K) — 35KB
• edbl_ex31.htm (EX-3.1) — 5KB
• edbl_ex101.htm (EX-10.1) — 72KB
• edbl_ex102.htm (EX-10.2) — 54KB
• 0001477932-24-000418.txt ( ) — 344KB
• edbl-20240124.xsd (EX-101.SCH) — 6KB
• edbl-20240124_lab.xml (EX-101.LAB) — 17KB
• edbl-20240124_cal.xml (EX-101.CAL) — 1KB
• edbl-20240124_pre.xml (EX-101.PRE) — 12KB
• edbl-20240124_def.xml (EX-101.DEF) — 4KB
• edbl_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Effective January 24, 2024, the Board of Directors (the "Board") of Edible Garden AG Incorporated (the "Company") approved a form of indemnification agreement (the "Indemnification Agreement") and the Company entered into Indemnification Agreements with each of its directors and executive officers. The Indemnification Agreement provides for the indemnification of directors and officers to the fullest extent permitted by the laws of the State of Delaware for claims brought against them relating to their service on behalf of the Company, the advancement of expenses in connection with any such claim, and the process for seeking indemnification and the advancement of expenses. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective January 25, 2024, Michael James retired from his positions as Chief Financial Officer, Treasurer, Secretary and Director of the Company. In connection with Mr. James's retirement, on January 24, 2024, the Company and Mr. James entered into a separation agreement (the "Separation Agreement"). Mr. James has the right to revoke the Separation Agreement within seven days after executing it. After this revocation period, the Separation Agreement will be fully effective and enforceable. Pursuant to the terms of the Separation Agreement, the Company agreed to pay Mr. James a severance payment of $300,000 in the form of salary continuation over the next 12 months. In addition, Mr. James will be eligible to earn milestone payments under the Separation Agreement in an aggregate amount up

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 24, 2024, the Board approved an amendment to the Company's Amended and Restated Bylaws (the "Amendment"). The Amendment, which became effective immediately, reduces the quorum requirement at all meetings of the Company's stockholders from a majority of the voting power of the Company's shares issued and outstanding and entitled to vote at the meeting to at least one-third of the shares entitled to vote at the meeting. 2 To align with recent amendments to the General Corporation Law of the State of Delaware, the Amendment also changes the vote required at meetings of the Company's stockholders for any matter, other than the election of directors, from the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter to a majority of votes cast on the matter. This description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amendment No. 1 to the Amended and Restated Bylaws of Edible Garden AG Incorporated 10.1* Form Indemnification Agreement 10.2#* Separation Agreement, dated January 24, 2024, between Edible Garden AG Incorporated and Michael James 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. * Management contract or compensatory plan or arrangement. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EDIBLE GARDEN AG INCORPORATED Date: January 26, 2024 By: /s/ James Kras Name: James Kras Title: President and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR