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): May 7, 2024 

 

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 May 7, 2024, Edible Garden AG Incorporated (the “Company”) entered into an amended and restated standard merchant cash advance agreement (the “Restated Agreement”) with Cedar Advance LLC (“Cedar”), dated as of May 3, 2024, that amends and restates in its entirety, the standard merchant cash advance agreement with Cedar, dated as of March 12, 2024 (the “Agreement”). A copy of the Restated Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Under the Restated Agreement, the Company sold to Cedar an additional $994,000 of its future accounts receivable for a purchase price of $700,000, less aggregate fees and expenses of $87,500, for additional net funds provided of $544,250, bringing the total financing with Cedar to $2,485,000 in accounts receivable sold for $1,544,250 of net funds provided. Pursuant to the Restated Agreement, the Company is required to pay Cedar 35.0% of all funds collected weekly from customers and Cedar is expected to withdraw $65,000 a week directly from the Company’s bank account until the $2,485,000 due to Cedar under the Restated Agreement is paid in full. Except as amended by the Restated Agreement, the remaining terms of the Agreement remain in full force and effect. The material terms of the Agreement are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2024, which description is incorporated herein by reference.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

10.1

 

Amended and Restated Standard Merchant Cash Advance Agreement, dated as of May 3, 2024, by and between the Company and Cedar Advance LLC.

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: May 8, 2024

By:

/s/ James E. Kras

 

 

Name:

James E. Kras

 

 

Title:

President and Chief Executive Officer

 

 

 

3

  

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Cover
May 07, 2024
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 May 07, 2024
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  
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  
Document Information Line Items  
Security 12b Title Warrants to purchase Common Stock
Trading Symbol EDBLW
Security Exchange Name NASDAQ
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