Edible Garden AG Inc. Reports Material Definitive Agreement

TL;DR

EDBL signs new deal, creating financial obligation. 9/30/24.

AI Summary

Edible Garden AG Inc. entered into a material definitive agreement on September 30, 2024, which also created a direct financial obligation for the registrant. The company, formerly known as Edible Garden Inc., is incorporated in Delaware and operates in the agriculture production sector.

Why It Matters

This filing indicates a significant new financial commitment or agreement for Edible Garden AG Inc., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation suggests potential new debt or financial commitments that could increase the company's risk profile.

Key Players & Entities

• Edible Garden AG Inc. (company) — Registrant
• September 30, 2024 (date) — Date of earliest event reported
• Edible Garden Inc. (company) — Former company name
• 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
• $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 Warrants have an exercis
• $0.01 — xercised at a nominal exercise price of $0.01 per share of common stock any time unti
• $1.00 — arent company, for the nominal price of $1.00. At the Company's inception, it had acq
• $22,000 — monthly lease payment of approximately $22,000. 2 The Lease includes customary cove
• $28,000 — d in the Lease, the security deposit of $28,000 will be forfeited to the Landlord as li
• $3.2 million — of the Offering to repay approximately $3.2 million of short-term debt. As the Company pr
• $35 million — of market value of listed securities of $35 million or net income from continuing operation
• $500,000 — et income from continuing operations of $500,000 in the most recently completed fiscal y

Filing Documents

• edbl_8k.htm (8-K) — 44KB
• edbl_ex41.htm (EX-4.1) — 92KB
• edbl_ex42.htm (EX-4.2) — 88KB
• edbl_ex43.htm (EX-4.3) — 81KB
• edbl_ex44.htm (EX-4.4) — 113KB
• edbl_ex45.htm (EX-4.5) — 113KB
• edbl_ex101.htm (EX-10.1) — 196KB
• edbl_ex102.htm (EX-10.2) — 23KB
• edbl_ex991.htm (EX-99.1) — 9KB
• 0001477932-24-006208.txt ( ) — 1071KB
• edbl-20240930.xsd (EX-101.SCH) — 6KB
• edbl-20240930_lab.xml (EX-101.LAB) — 16KB
• edbl-20240930_cal.xml (EX-101.CAL) — 1KB
• edbl-20240930_pre.xml (EX-101.PRE) — 12KB
• edbl-20240930_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. Public Offering On September 30, 2024, Edible Garden AG Incorporated (the "Company") closed a previously reported 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 Warrants have an exercise price of $0.36 per share, are immediately exercisable, 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. Subject to certain ownership limitations described in the Pre-Funded Warrants, the Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.01 per share of common stock any time until all of the Pre-Funded Warrants are exercised in full. In connection with the Offering, the Company entered into a warrant agency agreement (the "Warrant Agency Agreement") with Equiniti Trust Company, LLC ("Equiniti") as of September 30, 2024 pursuant to which Equiniti agreed to act as warrant agent with respect to the Class A Warrants, Class B Warrants and Pre-Funded Warrants. Also on September 30, 2024, the Company issued to Maxim Group LLC (the "Placement Agent") warrants to purchase up to 785,033 shares of common stock (the "Placement A

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 30, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished herewith as Exhibit 99.1.

01 Other Events

Item 8.01 Other Events. Upon the closing of the Offering and as of the date of this Report, the Company believes it has regained compliance with the stockholders' equity requirement under The Nasdaq Stock Market LLC ("Nasdaq") Listing Rule 5550(b)(1) (the "Stockholders' Equity Rule") due to the receipt of the net proceeds of the Offering, the issuance of the shares of the Company's common stock upon the closing of the Offering, and the use of a portion of the proceeds of the Offering to repay approximately $3.2 million of short-term debt. As the Company previously disclosed, on April 11, 2024, it received a letter from the Listing Qualifications Department of Nasdaq indicating that it did not comply with the Stockholders' Equity Rule and did not meet the alternative compliance standards of market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. On June 17, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that Nasdaq granted it until October 8, 2024 to regain compliance with the Stockholders' Equity Rule. Nasdaq will continue to monitor the Company's ongoing compliance with the Stockholders' Equity Rule and, if at the time of filing its next periodic report, the Company does not evidence compliance with that rule, the common stock may be subject to delisting.

Forward-Looking Statements and Disclaimer

Forward-Looking Statements and Disclaimer 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 "believe," "may," 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, its ability to regain compliance with Nasdaq's continued listing requirements and maintain the listing of its securities on Nasdaq. 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, whether as a result of new information, future events or otherwise. 3

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 September 30, 2024. 4.2 Form of Class B Warrant dated September 30, 2024. 4.3 Form of Pre-Funded Warrant dated September 30, 2024. 4.4 Warrant Agency Agreement dated as of September 30, 2024 between the Company and Equiniti Trust Company, LLC. 4.5 Form of Placement Agent Warrant dated September 30, 2024. 10.1 Lease Agreement, made as of December 30, 2014, by and between Edible Garden Corp. and Whitetown Realty, LLC. 10.2 Lease Extension Agreement, dated September 10, 2019, by and between Edible Garden Corp. and Whitetown Realty, LLC. 99.1 Press Release dated September 30, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Certain information has been omitted from this exhibit in reliance upon Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request. 4

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: October 4, 2024 By: /s/ James E. Kras Name: James E. Kras Title: President and Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR