UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 31, 2025

 

EDIBLE GARDEN AG INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-41371

 

85-0558704

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

283 County Road 519, Belvidere, New Jersey

 

07823

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (908) 750-3953

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

EDBL

The Nasdaq Stock Market LLC

Warrants to purchase Common Stock

EDBLW

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On January 31, 2025, Edible Garden AG Incorporated (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC, as sales agent (the “Agent”), pursuant to which the Company may, from time to time, issue and sell shares (the “Shares”) of its common stock, par value $0.0001 per share, through the Agent in an at-the-market offering for an aggregate offering price of up to $2,516,470. Under the terms of the Agreement, the Agent may sell the Shares at market prices by any method that is deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended. The offering of the Shares pursuant to the Agreement will terminate upon the earliest of (i) January 31, 2026, (ii) the sale of all Shares provided for in the prospectus supplement related to this offering, and (iii) the termination of the Agreement by written notice of the Company or the Agent.

 

The offer and sale of the Shares made pursuant to the Agreement, if any, will be made under the Company’s “shelf” registration statement on Form S-3 (File No. 333-273209) that became effective on July 19, 2023, the base prospectus contained therein, and a prospectus supplement related to the offering of the Shares.

 

Subject to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares, and may at any time suspend sales under the Agreement or terminate the Agreement in accordance with its terms. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a fixed commission of 3.5% of the aggregate gross proceeds from the Shares sold. The Agreement contains customary representations and warranties, and the Company is required to deliver customary closing documents and certificates in connection with sales of the Shares. The Company has agreed to reimburse the Agent for the fees and disbursements of its counsel, payable upon execution of the Agreement, in an amount not to exceed $30,000 in connection with the establishment of this at-the-market offering program, in addition to certain ongoing fees of its legal counsel.

 

The legal opinion of Harter Secrest & Emery LLP, counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

1.1

 

Equity Distribution Agreement, dated January 31, 2025, by and between Edible Garden AG Incorporated and Maxim Group LLC

5.1

 

Opinion of Harter Secrest & Emery LLP

23.1

 

Consent of Harter Secrest & Emery LLP (included in Exhibit 5.1)

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
2

 

 

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: January 31, 2025

By:

/s/ James E. Kras

 

 

Name:

James E. Kras

 

 

Title:

President and Chief Executive Officer

 

 

 
3

 

nullnullv3.24.4
Cover
Jan. 31, 2025
Document Information Line Items  
Entity Registrant Name EDIBLE GARDEN AG INCORPORATED
Entity Central Index Key 0001809750
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Jan. 31, 2025
Entity Ex Transition Period false
Entity File Number 001-41371
Entity Incorporation State Country Code DE
Entity Tax Identification Number 85-0558704
Entity Address Address Line 1 283 County Road 519
Entity Address City Or Town Belvidere
Entity Address State Or Province NJ
Entity Address Postal Zip Code 07823
City Area Code 908
Local Phone Number 750-3953
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Common Stock Par Value [Member]  
Document Information Line Items  
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol EDBL
Security Exchange Name NASDAQ
Warrants To Purchase Common Stock [Member]  
Document Information Line Items  
Security 12b Title Warrants to purchase Common Stock
Trading Symbol EDBLW
Security Exchange Name NASDAQ
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