Edible Garden AG Inc. Signs Material Definitive Agreement

TL;DR

Edible Garden AG Inc. signed a big deal on 9/27/24. Details TBD.

AI Summary

Edible Garden AG Inc. entered into a material definitive agreement on September 27, 2024. The filing does not provide specific details about the agreement, its counterparty, or any associated financial figures. Further information is expected to be disclosed in subsequent filings or exhibits.

Why It Matters

This filing indicates a significant new contract or partnership for Edible Garden AG Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in this 8-K filing regarding the material definitive agreement introduces uncertainty about its nature and potential impact.

Key Players & Entities

• Edible Garden AG Inc. (company) — Registrant
• September 27, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share EDBL The Nasdaq Stock Mar
• $0.36 — of common stock at a purchase price of $0.36 per unit; and (ii) 11,460,000 pre-funde
• $0.35 — Class B Warrant at a purchase price of $0.35 per unit. The closing of the Offering i
• $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 will also issue to the Pla
• $4.88 m — fering are expected to be approximately $4.88 million, after deducting the Placement Ag

Filing Documents

• edbl_8k.htm (8-K) — 41KB
• edbl_ex101.htm (EX-10.1) — 212KB
• edbl_ex102.htm (EX-10.2) — 82KB
• edbl_ex103.htm (EX-10.3) — 31KB
• edbl_ex991.htm (EX-99.1) — 7KB
• 0001477932-24-005992.txt ( ) — 594KB
• edbl-20240927.xsd (EX-101.SCH) — 6KB
• edbl-20240927_lab.xml (EX-101.LAB) — 16KB
• edbl-20240927_cal.xml (EX-101.CAL) — 1KB
• edbl-20240927_pre.xml (EX-101.PRE) — 12KB
• edbl-20240927_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 September 27, 2024, Edible Garden AG Incorporated (the "Company") priced a best-efforts public offering (the "Offering") of (i) 4,240,650 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 $0.36 per unit; and (ii) 11,460,000 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 $0.35 per unit. The closing of the Offering is expected to occur on or about September 30, 2024. The Warrants have an exercise price of $0.36 per share, will be immediately exercisable upon closing, and, in the case of Class A Warrants, will expire on September 30, 2029, and in the case of Class B Warrants, will expire on March 30, 2026. The exercise price of the Class A and Class B Warrants is 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 an institutional investor on September 27, 2024. In connection with the Offering, on September 27, 2024, the Company also entered into a placement agency agreement (the "Placement Agreement") pursuant to which Maxim Group LLC (the "Placement Agent") is serving as the exclusive placement agent in connection w

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 27, 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.

Forward-Looking Statements and Disclaimer

Forward-Looking Statements and Disclaimer This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties and assumptions. Forward-looking statements are identified by words such as "anticipate," "estimate," "expect," "should," "will" and other similar words. All statements addressing events or developments that Company expects or anticipates will occur in the future, including but not limited to statements relating to the Offering and statements relating to the Company's intended use of the net proceeds from the Offering, are forward-looking statements. Forward-looking statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include changes as a result of market conditions or for other reasons, the risk that the Offering will not be consummated and other risks and uncertainties described in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other documents filed with the SEC. Should one or more of these risks or uncertainties materialize, or should any of the Company's underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company's forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company disclaims any obligation to update, correct or publicly announce any revisions to any of the forward-looking statements contained in this Current Report on Form 8-K, whether as the result of new information, future events or otherwise.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Class A Warrant incorporated herein by reference to Exhibit 4.12 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (File No. 333-281957) filed with the SEC on September 17, 2024. 4.2 Form of Class B Warrant incorporated herein by reference to Exhibit 4.13 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (File No. 333-281957) filed with the SEC on September 17, 2024. 4.3 Form of Pre-Funded Warrant incorporated herein by reference to Exhibit 4.14 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (File No. 333-281957) filed with the SEC on September 17, 2024. 4.4 Form of Placement Agent Warrant incorporated herein by reference to Exhibit 4.16 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (File No. 333-281957) filed with the SEC on September 17, 2024. 10.1 Securities Purchase Agreement dated as of September 27, 2024 between the Company and the investors thereto. 10.2 Placement Agency Agreement dated as of September 27, 2024 between the Company and Maxim Group LLC. 10.3 Form of Letter Agreement by and between the Company and the investor party thereto Regarding Prepayment of Secured Promissory Note Originally Issued to Sament Capital Investments, Inc. 99.1 Press release dated September 27, 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: September 27, 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