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): December 4, 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 December 4, 2024, Edible Garden AG Incorporated (the “Company”) entered into a standard merchant cash advance agreement (the “December Cedar Agreement”) with Cedar Advance LLC (“Cedar”), dated as of December 4, 2024, pursuant to which the Company sold to Cedar $2,485,000 of its future accounts receivable for a purchase price of $1,750,000, less fees and expenses of $87,500, for net funds provided of $1,662,500. A portion of the net proceeds of the December Cedar Agreement were used to satisfy the remaining future accounts receivable of $523,150 to which Cedar was entitled under the amended and restated standard merchant cash advance agreement with Cedar, dated as of May 3, 2024.

 

Pursuant to the December Cedar Agreement, the Company is required to pay Cedar 25.0% of all funds collected weekly from customers and Cedar is expected to withdraw $65,395 a week directly from the Company’s bank account until the $2,485,000 due to Cedar under the December Cedar Agreement is paid in full. To secure the Company’s obligations under the December Cedar Agreement, the Company granted Cedar a security interest in all accounts, including all deposit accounts, accounts receivable, and other receivables, and proceeds as those terms are defined by Article 9 of the Uniform Commercial Code (the “Collateral”). In addition, the Company agreed not to incur, directly or indirectly, any lien on or with respect to the Collateral. In the event of a default (as defined in the December Cedar Agreement), Cedar, among other remedies, can enforce its security interest in the Collateral and demand payment in full of the uncollected amount of receivables purchased plus all fees due under the December Cedar Agreement.

 

The foregoing summary of the December Cedar Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the December Cedar Agreement, a copy of which is attached hereto as Exhibit 10.1 and 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

 

Standard Merchant Cash Advance Agreement, dated as of December 4, 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: December 10, 2024

By:

/s/ James E. Kras

 

Name:

James E. Kras

 
 Title:

President and Chief Executive Officer

 

 

 

3

 

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Cover
Dec. 04, 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 Dec. 04, 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 [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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