Edible Garden AG Files S-1/A Amendment

TL;DR

Edible Garden AG filed an S-1/A amendment, likely for an upcoming stock offering. Keep an eye on this.

AI Summary

Edible Garden AG Inc. filed an S-1/A on May 16, 2024, as Pre-Effective Amendment No. 2 to its registration statement. The company, incorporated in Delaware with principal offices at 283 County Road 519, Belvidere, NJ 07823, is seeking to register securities under the Securities Act of 1933. This amendment likely provides updated information or addresses SEC comments on their initial filing.

Why It Matters

This filing indicates Edible Garden AG is moving forward with its securities registration process, which could lead to a public offering or other significant corporate actions impacting investors.

Risk Assessment

Risk Level: medium — S-1/A filings are often precursors to public offerings, which carry inherent market and execution risks for the company and investors.

Key Numbers

• 333-278967 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 0001809750 — Central Index Key (Unique identifier for Edible Garden AG Inc. in the SEC EDGAR system.)

Key Players & Entities

• Edible Garden AG Inc. (company) — Registrant
• May 16, 2024 (date) — Filing Date
• 283 County Road 519 Belvidere, NJ 07823 (address) — Principal Executive Offices
• James E. Kras (person) — Chief Executive Officer
• Alexander R. McClean (person) — Legal Counsel
• Margaret K. Rhoda (person) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — of one share of common stock, par value $0.0001 per share ("common stock") , one Class
• $4.27 — at an assumed public offering price of $4.27 per Unit, which was the closing price o
• $15 million — y 14, 2024, for gross proceeds of up to $15 million. The public offering price per Unit wil
• $2,500,000 — ty is less than the required minimum of $2,500,000 and we do not satisfy an alternative co
• $4.1 million — 31, 2024, our stockholders' deficit was $4.1 million. We must increase our stockholders' equ
• $6.6 million — e our stockholders' equity by more than $6.6 million to regain compliance with Nasdaq's stoc
• $0 — luding one share of common stock, minus $0.01, and the exercise price of each Pre-
• $0.01 — e of each Pre-Funded Warrant will equal $0.01 per share. The Pre-Funded Warrants will

Filing Documents

• edbl_s1a.htm (S-1/A) — 613KB
• edbl_ex412.htm (EX-4.12) — 92KB
• edbl_ex413.htm (EX-4.13) — 92KB
• edbl_ex415.htm (EX-4.15) — 120KB
• edbl_ex51.htm (EX-5.1) — 35KB
• edbl_ex1022.htm (EX-10.22) — 82KB
• edbl_ex1023.htm (EX-10.23) — 222KB
• edbl_ex231.htm (EX-23.1) — 2KB
• edbl_ex107.htm (EX-FILING FEES) — 50KB
• edbl_ex51img4.jpg (GRAPHIC) — 4KB
• edbl_ex51img3.jpg (GRAPHIC) — 7KB
• 0001477932-24-003082.txt ( ) — 1323KB

RISK FACTORS

RISK FACTORS 11 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 16

USE OF PROCEEDS

USE OF PROCEEDS 17 CAPITALIZATION 18

DILUTION

DILUTION 19 SELECTED HISTORICAL FINANCIAL DATA 21

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 22 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 32 EXPERTS 32 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 32 WHERE YOU CAN FIND MORE INFORMATION 32 iii Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained in or incorporated by reference into this prospectus and in any free writing prospectus. We have not and the placement agent has not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of our securities. Neither we nor the placement agent have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside of the United States. We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products. This prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties' trademarks, service marks, trade names or products in this prospectus is n

View Full Filing

View this S-1/A filing on SEC EDGAR