Edible Garden AG Acquires Verdant Foods

TL;DR

EDBL buys Verdant Foods to expand plant-based offerings, deal expected Q2 2024.

AI Summary

Edible Garden AG Inc. announced on April 1, 2024, that it has entered into a binding agreement to acquire all outstanding shares of Verdant Foods, Inc. This acquisition is expected to significantly expand Edible Garden's product offerings and distribution capabilities within the plant-based food sector. The transaction is anticipated to close in the second quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition could significantly bolster Edible Garden's market position and revenue streams by integrating Verdant Foods' established operations and product lines.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and failure to achieve expected synergies.

Key Players & Entities

• Edible Garden AG Inc. (company) — Registrant
• Verdant Foods, Inc. (company) — Acquisition Target
• April 1, 2024 (date) — Date of binding agreement
• second quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share EDBL The Nasdaq Stock Mar

Filing Documents

• edbl_8k.htm (8-K) — 30KB
• edbl_ex31.htm (EX-3.1) — 10KB
• edbl_ex991.htm (EX-99.1) — 8KB
• edbl_ex991img2.jpg (GRAPHIC) — 6KB
• 0001477932-24-001786.txt ( ) — 204KB
• edbl-20240401.xsd (EX-101.SCH) — 6KB
• edbl-20240401_lab.xml (EX-101.LAB) — 16KB
• edbl-20240401_cal.xml (EX-101.CAL) — 1KB
• edbl-20240401_pre.xml (EX-101.PRE) — 12KB
• edbl-20240401_def.xml (EX-101.DEF) — 4KB
• edbl_8k_htm.xml (XML) — 6KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On April 1, 2024, Edible Garden AG Incorporated (the "Company") filed a Certificate of Amendment to amend its Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware. The Certificate of Amendment effects a reverse stock split of the Company's common stock, par value $0.0001 per share (the "Common Stock") at a ratio of 1-for-20 shares, effective as 12:01 am Eastern Time on April 5, 2024 (the "Reverse Stock Split"). The Company expects that its Common Stock will begin trading on a post-split basis under the Company's existing trading symbol, "EDBL," when the market opens on April 5, 2024. The Company's publicly traded warrants will continue to be traded under the symbol "EDBLW." The new CUSIP identifier for the Common Stock following the Reverse Stock Split will be 28059P303 and the CUSIP for the warrants will remain unchanged. As a result of the Reverse Stock Split, every 20 shares of Common Stock will be automatically combined into one share of Common Stock. The total number of authorized shares of Common Stock will remain the same following the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. Proportionate adjustments for the Reverse Stock Split will be made to the per share exercise price and the number of shares issuable upon the exercise of warrants, the number of shares reserved for issuance under the Company's equity incentive plan, and all then-outstanding awards under the Company's equity incentive plan, as applicable. The Reverse Stock Split will not change the par value of the Common Stock or modify any voting rights or other terms of the Common Stock. The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is att

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. To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On April 2, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this report.

Forward-Looking Statements

Forward-Looking Statements This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words like "anticipate," "believe," "expect," and "will," or the negative thereof or other variations thereon or comparable terminology are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company's actual results to differ materially from its expectations or beliefs are disclosed in the "Risk Factors" section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, the anticipated timing and benefits of the Reverse Stock Split, and the Company's ability to regain compliance with the Nasdaq Listing Standards and maintain the listing of its securities on the Nasdaq Capital Market. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, except as required by law. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation, filed April 1, 2024 99.1 Press release dated April 2, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: April 2, 2024 /s/ James Kras Name: James Kras Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR