Edible Garden AG Completes Asset Acquisition

TL;DR

EDBL just bought assets, creating a new debt. Big moves ahead?

AI Summary

Edible Garden AG Inc. announced on December 4, 2024, the completion of its acquisition of certain assets from a third party. This transaction is expected to enhance the company's operational capabilities and market presence. The filing also details the creation of a direct financial obligation related to this acquisition.

Why It Matters

This acquisition could significantly expand Edible Garden's operational footprint and product offerings, potentially leading to increased revenue and market share.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks and financial obligations that could impact future performance.

Key Players & Entities

• Edible Garden AG Inc. (company) — Registrant
• December 4, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41371 (identifier) — SEC File Number
• 85-0558704 (identifier) — IRS Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share EDBL The Nasdaq Stock Mar
• $2,485,000 — uant to which the Company sold to Cedar $2,485,000 of its future accounts receivable for a
• $1,750,000 — unts receivable for a purchase price of $1,750,000, less fees and expenses of $87,500, for
• $87,500 — f $1,750,000, less fees and expenses of $87,500, for net funds provided of $1,662,500.
• $1,662,500 — s of $87,500, for net funds provided of $1,662,500. A portion of the net proceeds of the D
• $523,150 — remaining future accounts receivable of $523,150 to which Cedar was entitled under the a
• $65,395 — omers and Cedar is expected to withdraw $65,395 a week directly from the Company's bank

Filing Documents

• edbl_8k.htm (8-K) — 28KB
• edbl_ex101.htm (EX-10.1) — 129KB
• edbl_ex101img78.jpg (GRAPHIC) — 2KB
• edbl_ex101img43.jpg (GRAPHIC) — 2KB
• edbl_ex101img42.jpg (GRAPHIC) — 2KB
• 0001477932-24-007949.txt ( ) — 329KB
• edbl-20241204.xsd (EX-101.SCH) — 6KB
• edbl-20241204_lab.xml (EX-101.LAB) — 16KB
• edbl-20241204_cal.xml (EX-101.CAL) — 1KB
• edbl-20241204_pre.xml (EX-101.PRE) — 12KB
• edbl-20241204_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 December 4, 2024, Edible Garden AG Incorporated (the "Company") entered into a standard merchant cash advance agreement (the "December Cedar Agreement") with Cedar Advance LLC ("Cedar"), dated as of December 4, 2024, pursuant to which the Company sold to Cedar $2,485,000 of its future accounts receivable for a purchase price of $1,750,000, less fees and expenses of $87,500, for net funds provided of $1,662,500. A portion of the net proceeds of the December Cedar Agreement were used to satisfy the remaining future accounts receivable of $523,150 to which Cedar was entitled under the amended and restated standard merchant cash advance agreement with Cedar, dated as of May 3, 2024. Pursuant to the December Cedar Agreement, the Company is required to pay Cedar 25.0% of all funds collected weekly from customers and Cedar is expected to withdraw $65,395 a week directly from the Company's bank account until the $2,485,000 due to Cedar under the December Cedar Agreement is paid in full. To secure the Company's obligations under the December Cedar Agreement, the Company granted Cedar a security interest in all accounts, including all deposit accounts, accounts receivable, and other receivables, and proceeds as those terms are defined by Article 9 of the Uniform Commercial Code (the "Collateral"). In addition, the Company agreed not to incur, directly or indirectly, any lien on or with respect to the Collateral. In the event of a default (as defined in the December Cedar Agreement), Cedar, among other remedies, can enforce its security interest in the Collateral and demand payment in full of the uncollected amount of receivables purchased plus all fees due under the December Cedar Agreement. The foregoing summary of the December Cedar Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the December Cedar Agreement, a copy of which is attached hereto as Exhibit

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Standard Merchant Cash Advance Agreement, dated as of December 4, 2024, by and between the Company and Cedar Advance LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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: December 10, 2024 By: /s/ James E. Kras Name: James E. Kras Title: President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR