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): November 6, 2023

 

 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 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 6, 2023, Edible Garden AG Incorporated (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation (the “Charter”) to increase the total number of authorized shares of capital stock of the Company from 20,000,000 to 110,000,000 and to increase the total authorized shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from 10,000,000 shares to 100,000,000 shares. Following this approval, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on November 7, 2023. The effective date of the Certificate of Amendment is November 10, 2023. The effectiveness of the Certificate of Amendment does not have any effect on the voting power or other rights of stockholders, and it will not have any dilutive effect on the proportionate voting power of existing stockholders unless additional shares are issued.

 

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Special Meeting, the proposals set forth below were submitted to the Company’s stockholders. The number of shares of Common Stock entitled to vote at the Special Meeting was 5,702,808. The number of shares of Common Stock present or represented by proxy at the Special Meeting was 3,517,605. There were no broker non-votes at the Special Meeting. The voting results for the proposals were as follows:

 

1. Proposal 1: The Company’s stockholders approved the Certificate of Amendment to increase the total number of authorized shares of capital stock of the Company from 20,000,000 to 110,000,000 and to increase the total authorized shares of Common Stock of the Company from 10,000,000 to 100,000,000. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below.

 

For

 

Against

 

Abstain

3,010,950

 

451,930

 

54,725

 

2. Proposal 2: The Company’s stockholders approved an amendment to the Charter to effect a reverse stock split of the Common Stock in a range of not less than one-for-five shares but not more than one-for-fifty shares, at the discretion of the board of directors. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below.

 

For

 

Against

 

Abstain

3,054,884

 

425,530

 

37,191

 

3. Proposal 3: The Company’s stockholders approved a proposal to adjourn the Special Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of Proposal 1 and Proposal 2 if there were not sufficient votes at the time of the Special Meeting to adopt Proposal 1 and/or Proposal 2 or to establish a quorum. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below.

 

For

 

Against

 

Abstain

3,038,270

 

426,131

 

53,204

 

Because Proposals 1 and 2 were approved by the Company’s stockholders, an adjournment of the Special Meeting was not necessary.

 

 

2

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to the Certificate of Incorporation filed November 7, 2023

104

 

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

 

 

3

 

 

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: November 9, 2023

/s/ Michael James

 

 

Name:

Michael James

 

 

Title:

Chief Financial Officer

 

 

 

4

 

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Cover
Nov. 06, 2023
Document Information Line Items  
Entity Registrant Name EDIBLE GARDEN AG INCORPORATED
Entity Central Index Key 0001809750
Document Type 8-K
Amendment Flag false
Current Fiscal Year End Date --12-31
Entity Emerging Growth Company true
Document Period End Date Nov. 06, 2023
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
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Local Phone Number 750-3953
Common Stock [Member]  
Document Information Line Items  
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol EDBL
Security Exchange Name NASDAQ
Warrant 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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