Edible Garden AG Inc. Files 8-K on Equity Sales

TL;DR

EDBL filed an 8-K for unregistered equity sales on 12/23.

AI Summary

Edible Garden AG Inc. entered into a material definitive agreement on December 23, 2024, related to unregistered sales of equity securities. The company, incorporated in Delaware, filed this 8-K report on December 26, 2024. Further details on the specific agreement and the nature of the equity sales are not provided in this excerpt.

Why It Matters

This filing indicates potential changes in Edible Garden's capital structure or financing activities through unregistered equity sales, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered equity sales can sometimes signal financial distress or dilute existing shareholders, requiring further investigation into the terms.

Key Players & Entities

• Edible Garden AG Inc. (company) — Registrant
• December 23, 2024 (date) — Date of earliest event reported
• December 26, 2024 (date) — Filing date
• 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 — ber 30, 2024, with an exercise price of $0.36 per share, and became exercisable immed
• $3.0 m — Existing Warrants will be approximately $3.0 million, before deducting Maxim's fees an

Filing Documents

• edbl_8k.htm (8-K) — 37KB
• edbl_ex41.htm (EX-4.1) — 97KB
• edbl_ex42.htm (EX-4.2) — 96KB
• edbl_ex101.htm (EX-10.1) — 51KB
• edbl_ex991.htm (EX-99.1) — 10KB
• 0001477932-24-008288.txt ( ) — 495KB
• edbl-20241223.xsd (EX-101.SCH) — 6KB
• edbl-20241223_lab.xml (EX-101.LAB) — 16KB
• edbl-20241223_cal.xml (EX-101.CAL) — 1KB
• edbl-20241223_pre.xml (EX-101.PRE) — 12KB
• edbl-20241223_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 23, 2024, Edible Garden AG Incorporated, a Delaware corporation (the "Company"), entered into an inducement letter agreement (collectively, the "Inducement Letter Agreement") with an institutional investor and existing holder (the "Holder") of existing Class B warrants (the "Existing Warrants") to purchase 8,330,000 shares of the Company's common stock, $0.0001 par value (the "Common Stock"). The Existing Warrants were originally issued on September 30, 2024, with an exercise price of $0.36 per share, and became exercisable immediately following issuance. The issuance of the shares of Common Stock upon exercise of the Existing Warrants is registered pursuant to a registration statement on Form S-1, as amended (File No. 333-281957), which was declared effective by the Securities and Exchange Commission (the "SEC") on September 27, 2024. Pursuant to the Inducement Letter Agreement, the Holder agreed to exercise the Existing Warrants for cash at the exercise price of $0.36 per share in consideration for the Company's agreement to issue: (i) new unregistered five-year warrants to purchase up to an aggregate of 8,330,000 shares of Common Stock at an exercise price of $0.36 per share (the "New Class A Warrants"), and (ii) new unregistered eighteen-month warrants to purchase up to an aggregate of 8,330,000 shares of Common Stock at an exercise price of $0.36 per share (the "New Class B Warrants," and together with the New Class A Warrants, the "New Warrants"). The New Class A Warrants will be immediately exercisable upon issuance and have a term of five years from the issuance date, and the New Class B Warrants will be immediately exercisable and have a term of eighteen months from the issuance date. The Company has agreed to file a registration statement on Form S-3 (or other appropriate form if it is not eligible to utilize Form S-3) providing for the resale of the shares of Common Stock issuable upon

Forward-Looking Statements and Disclaimer

Forward-Looking Statements and Disclaimer This Report 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," "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 transactions contemplated by the Inducement Letter Agreement, 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, 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 Report, whether as the result of new information, future events or otherwise.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Report is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On December 23, 2024, the Company issued a press release announcing its entry into the Inducement Letter Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Report.

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 December 23, 2024 4.2 Form of Class B Warrant dated December 23, 2024 10.1 Form of Inducement Letter Agreement dated December 23, 2024 99.1 Press release dated December 23, 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: December 23, 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