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

TL;DR

EDBL files 8-K: Material definitive agreement, equity sales, and Reg FD disclosure on Oct 16, 2025.

AI Summary

On October 16, 2025, Edible Garden AG Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Edible Garden AG Inc., potentially impacting its financial structure and operational agreements.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and regulatory risks.

Key Players & Entities

• Edible Garden AG Inc. (company) — Registrant
• October 16, 2025 (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
• $75,000 — 2022 with an initial exercise price of $75,000 (the "May 2022 Warrants"), (ii) warrant
• $550 — 2023 with an initial exercise price of $550 (the "September 2023 Warrants"), (iii)
• $37.25 — 3, 2024 with initial exercise prices of $37.25 (the "May 2024 Warrants"), and (iv) war
• $3.50 — 2025 with an initial exercise price of $3.50 (the "May 2025 Warrants" and collective
• $2.06 — for cash at a reduced exercise price of $2.06 per share in consideration for the Comp
• $4.2 m — Existing Warrants will be approximately $4.2 million, before deducting Maxim's fees an

Filing Documents

• elbl_8k.htm (8-K) — 38KB
• elbl_ex41.htm (EX-4.1) — 93KB
• elbl_ex101.htm (EX-10.1) — 50KB
• elbl_ex991.htm (EX-99.1) — 12KB
• elbl_ex991img1.jpg (GRAPHIC) — 5KB
• 0001477932-25-007617.txt ( ) — 372KB
• elbl-20251016.xsd (EX-101.SCH) — 5KB
• elbl-20251016_lab.xml (EX-101.LAB) — 16KB
• elbl-20251016_cal.xml (EX-101.CAL) — 1KB
• elbl-20251016_pre.xml (EX-101.PRE) — 12KB
• elbl-20251016_def.xml (EX-101.DEF) — 6KB
• elbl_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 16, 2025, 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 (i) warrants to purchase 53 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") issued on May 9, 2022 with an initial exercise price of $75,000 (the "May 2022 Warrants"), (ii) warrants to purchase 1,080 shares of Common Stock issued on September 8, 2023 with an initial exercise price of $550 (the "September 2023 Warrants"), (iii) Class A warrants to purchase 10,619 shares of Common Stock and Class B warrants to purchase 10,619 shares of Common Stock issued on May 23, 2024 with initial exercise prices of $37.25 (the "May 2024 Warrants"), and (iv) warrants to purchase 1,999,200 shares of Common Stock issued on May 21, 2025 with an initial exercise price of $3.50 (the "May 2025 Warrants" and collectively with the May 2022 Warrants, September 2023 Warrants, and May 2024 Warrants, the "Existing Warrants"). The Existing Warrants were all immediately exercisable upon issuance. Pursuant to the Inducement Letter Agreement, the Holder agreed to exercise the Existing Warrants for cash at a reduced exercise price of $2.06 per share in consideration for the Company's agreement to issue new unregistered five-year warrants to purchase up to an aggregate of 4,043,142 shares of Common Stock at an exercise price of $2.06 per share (the "New Warrants"). The New Warrants will be immediately exercisable upon issuance and have a term of five years from the initial exercise date. The aggregate gross proceeds to the Company from the exercise of the Existing Warrants will be approximately $4.2 million, before deducting Maxim's fees and other offering expenses payable by the Company. The issuance of the shares of Common Stock upon exercise of the Ma

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 "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. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 16, 2025, 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 Warrant dated October 16, 2025 10.1 Form of Inducement Letter Agreement dated October 16, 2025 99.1 Press release dated October 16, 2025. 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: October 16, 2025 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