Edible Garden AG Files S-1/A Amendment

TL;DR

Edible Garden AG filed an S-1/A, looks like they're prepping for a stock offering.

AI Summary

Edible Garden AG Inc. filed an S-1/A on September 17, 2024, to register securities. The company, formerly known as Edible Garden Inc. until April 15, 2020, is incorporated in Delaware and headquartered in Belvidere, NJ. This filing is a pre-effective amendment to their registration statement.

Why It Matters

This S-1/A filing indicates Edible Garden AG is moving forward with a securities offering, which could impact its capital structure and future operations.

Risk Assessment

Risk Level: medium — S-1/A filings are often associated with new stock offerings, which carry inherent risks related to market reception and company valuation.

Key Numbers

• 333-281957 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 0001809750 — Central Index Key (Unique identifier for the filer in the SEC's EDGAR system.)

Key Players & Entities

• Edible Garden AG Inc. (company) — Registrant
• September 17, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• Belvidere, NJ (location) — Principal Executive Offices
• James E. Kras (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — of one share of common stock, par value $0.0001 per share ("common stock"), one Class A
• $1.01 — at an assumed public offering price of $1.01 per Unit, which was the closing price o
• $5 million — r 13, 2024, for gross proceeds of up to $5 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
• $0.5 million — 30, 2024, our stockholders' equity was $0.5 million. We must increase our stockholders' equ
• $2 million — se our stockholders' equity by at least $2 million to regain compliance with this rule. If
• $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
• $1,491,000 — "), pursuant to which we agreed to sell $1,491,000 of trade receivables to Cedar in exchan
• $1,000,000 — de receivables to Cedar in exchange for $1,000,000 of cash proceeds, after deducting $50,0
• $50,000 — 0,000 of cash proceeds, after deducting $50,000 for underwriting fees and other transac

Filing Documents

• edbl_s1.htm (S-1/A) — 600KB
• edbl_ex417.htm (EX-4.17) — 92KB
• edbl_ex418.htm (EX-4.18) — 87KB
• edbl_ex419.htm (EX-4.19) — 81KB
• edbl_ex420.htm (EX-4.20) — 111KB
• edbl_ex421.htm (EX-4.21) — 113KB
• edbl_ex51.htm (EX-5.1) — 24KB
• edbl_ex1021.htm (EX-10.21) — 201KB
• edbl_ex1022.htm (EX-10.22) — 74KB
• edbl_ex231.htm (EX-23.1) — 2KB
• edbl_ex107.htm (EX-FILING FEES) — 37KB
• edbl_ex51img2.jpg (GRAPHIC) — 4KB
• edbl_ex51img4.jpg (GRAPHIC) — 4KB
• edbl_ex51img3.jpg (GRAPHIC) — 4KB
• edbl_ex51img1.jpg (GRAPHIC) — 7KB
• 0001477932-24-005799.txt ( ) — 1823KB
• edbl-20231231.xsd (EX-101.SCH) — 6KB
• edbl-20231231_lab.xml (EX-101.LAB) — 11KB
• edbl-20231231_cal.xml (EX-101.CAL) — 1KB
• edbl-20231231_pre.xml (EX-101.PRE) — 7KB
• edbl-20231231_def.xml (EX-101.DEF) — 2KB
• edbl_s1_htm.xml (XML) — 3KB

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 31 EXPERTS 31 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 31 WHERE YOU CAN FIND MORE INFORMATION 32 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 not in

View Full Filing

View this S-1/A filing on SEC EDGAR