Edible Garden AG Inc. Files 8-K with Material Agreement

TL;DR

EDBL filed an 8-K on 5/22 for a material agreement - check for details.

AI Summary

Edible Garden AG Inc. entered into a material definitive agreement on May 22, 2024. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates a significant development for Edible Garden AG Inc., potentially impacting its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, requiring further analysis of the specific terms.

Key Players & Entities

• Edible Garden AG Inc. (company) — Registrant
• May 22, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share EDBL The Nasdaq Stock Mar
• $2.26 — of common stock at a purchase price of $2.26 per unit; and (ii) 218,000 pre-funded u
• $2.25 — Class B Warrant at a purchase price of $2.25 per unit. The Warrants have an exercis
• $0.866 — the reset price will never be less than $0.866 per share. The exercise price of the Cl
• $0.01 — xercised at a nominal exercise price of $0.01 per share of common stock any time unti
• $80,000 — xpenses and legal fees in the amount of $80,000. The Company also issued to the Placeme
• $5.2 m — ceeds of the Offering are approximately $5.2 million, after deducting the Placement Ag

Filing Documents

• edbl_8k.htm (8-K) — 38KB
• edbl_ex41.htm (EX-4.1) — 93KB
• edbl_ex42.htm (EX-4.2) — 92KB
• edbl_ex43.htm (EX-4.3) — 88KB
• edbl_ex44.htm (EX-4.4) — 115KB
• edbl_ex45.htm (EX-4.5) — 118KB
• edbl_ex101.htm (EX-10.1) — 205KB
• edbl_ex102.htm (EX-10.2) — 84KB
• edbl_ex991.htm (EX-99.1) — 10KB
• edbl_ex991img1.jpg (GRAPHIC) — 5KB
• 0001477932-24-003348.txt ( ) — 1183KB
• edbl-20240522.xsd (EX-101.SCH) — 6KB
• edbl-20240522_lab.xml (EX-101.LAB) — 16KB
• edbl-20240522_cal.xml (EX-101.CAL) — 1KB
• edbl-20240522_pre.xml (EX-101.PRE) — 12KB
• edbl-20240522_def.xml (EX-101.DEF) — 4KB
• edbl_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 22, 2024, Edible Garden AG Incorporated (the "Company") priced a best-efforts public offering (the "Offering") of (i) 2,437,000 common units, each consisting of one share of common stock, par value $0.0001 per share ("common stock"), one Class A warrant (" Class A Warrant") to purchase one share of common stock and one Class B warrant ("Class B Warrant," together with the Class A Warrants, the "Warrants") to purchase one share of common stock at a purchase price of $2.26 per unit; and (ii) 218,000 pre-funded units, each consisting of one pre-funded warrant to purchase one share of common stock ("Pre-Funded Warrant"), one Class A Warrant and one Class B Warrant at a purchase price of $2.25 per unit. The Warrants have an exercise price of $2.26 per share, subject to an exercise price reset, are immediately exercisable, and, in the case of Class A Warrants, will expire on May 23, 2029, and in the case of Class B Warrants, will expire on November 23, 2025. If, on June 22, 2024, the exercise price of the Warrants is greater than the arithmetic average of the volume-weighted average price of the common stock for the prior five days (the "reset price"), the exercise price of the Warrants will be reduced to the reset price. However, the reset price will never be less than $0.866 per share. The exercise price of the Class A and Class B Warrants is also subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in such Warrants. In connection with the Offering, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors on May 22,

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 22, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished herewith as Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Class A Warrant dated May 23, 2024. 4.2 Form of Class B Warrant dated May 23, 2024. 4.3 Form of Pre-Funded Warrant dated May 23, 2024. 4.4 Warrant Agency Agreement dated as of May 23, 2024 between the Company and Equiniti Trust Company, LLC. 4.5 Form of Placement Agent Warrant dated May 23, 2024. 10.1 Securities Purchase Agreement dated as of May 22, 2024 between the Company and the investors thereto. 10.2 Placement Agency Agreement dated as of May 22, 2024 between the Company and Maxim Group LLC. 99.1 Press release dated May 22, 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: May 29, 2024 By: /s/ James E. Kras Name: James E. Kras Title: President and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR