elbl_8k.htm

 

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 14, 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 2.02. Results of Operations and Financial Condition.

 

On November 14, 2025, Edible Garden AG Incorporated (the “Company”) issued a press release to report financial results for the quarter ended September 30, 2025. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press release dated November 14, 2025.

104

 

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

 

 
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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 14, 2025

/s/ James E. Kras

 

 

Name:

James E. Kras

 

 

Title:

President and Chief Executive Officer

 

 

 
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EXHIBIT 99.1

 

  

Edible Garden Posts 9% Revenue Growth as Non-Perishable CPG Units Surge 49.3% Year-Over-Year

 

Hydroponic Basil, Potted Herbs, and Wheatgrass Accelerate; International Nutraceutical Sales Nearly Double Year-Over-Year

 

Company's Portfolio Optimization and Expansion into CEA-Informed, Better-For-You Shelf Stable Categories Pushes Market Penetration and Growth

 

Conference Call to Be Held Today at 8:00 am ET.

 

BELVIDERE, NJ, November 14, 2025 — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leading provider of controlled environment agriculture (CEA) solutions and sustainable, locally grown organic produce, today announced financial results for the third quarter ended September 30, 2025.  The third quarter is traditionally the slowest of the year for Edible Garden, however the results reflect the early benefits of the Company’s strategic evolution toward a CEA informed consumer packaged goods (CPG) model. The Company demonstrated revenue growth, with sales up 9% compared to the third quarter of 2024. Edible Garden also broadened its distribution network and gained momentum in the shelf-stable product segment. The fourth quarter, historically the Company’s strongest period, is expected to further demonstrate the positive impact of this transformation.

 

Financial & Operating Highlights for the Three Months Ended September 30, 2025

 

 

·

Non-perishable unit sales increased approximately 49.3% year-over-year, driven by strong performance across the Company’s shelf-stable product lines including Kick. Sports Nutrition, Pickle Party™, Pulp®, and Vitamin Whey®.

 

·

Private Label products sold through major big box retailers outperformed in the second quarter, climbing 15.1% year-over-year

 

·

Same store Hydroponic Basil up 28.6%, Potted Herbs up 22.6%, and Wheatgrass up 59.2%

 

·

International vitamin and supplements revenue rose 90.2% versus year-over-year

 

“Over the past several quarters, we’ve been executing a strategic transformation of Edible Garden into a diversified, innovation-driven consumer packaged goods company, and we’re now seeing clear results,” said Jim Kras, Chief Executive Officer of Edible Garden. “The third quarter marked a key milestone as we experienced revenue growth, expanded our product distribution to Kroger to include fresh potted and cut herbs, added major retail customers including The Fresh Market, and expanded internationally through partners such as PriceSmart and Amazon.”

 

“Our CPG- focused strategy enables us to expand beyond fresh produce into shelf-stable, branded offerings that align with growing demand for clean-label, functional, and better-for-you foods. Our expanding portfolio - featuring Kick. Sports Nutrition, Pickle Party™, Pulp®, and Vitamin Whey® - is driving continued momentum and is expected to contribute to margin improvement, while supporting broader geographic reach and more consistent, year-round sales across both fresh and shelf-stable categories.”

 

 
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“We further expanded our retail footprint during the quarter, launching our USDA Organic fresh herb line at Kroger, introducing Edible Garden-branded herbs at The Fresh Market, and strengthening our Midwest presence through Pete’s Fresh Market and Angelo Caputo’s Fresh Markets. We believe these relationships, along with robust private-label programs, underscore the growing strength of the Edible Garden brand and our commitment to freshness, innovation, and sustainability.”

 

“The acquisition of NaturalShrimp’s assets is expected to enhance our vertical integration and add sustainable aquaculture capabilities that align with our mission and brand values. Together with ongoing innovation under our Zero-Waste Inspired® mission, we are investing in health-focused product development and building a stronger platform for scale. We believe these initiatives will position Edible Garden as a next-generation sustainable food company with multiple high-growth revenue streams.”

 

“Looking ahead, we believe the most challenging phase of this transformation is behind us. We’ve built a more resilient organization—one that is better-positioned to capture growth across both fresh and non-perishable categories—and we are on our way toward achieving our goal of long-term, sustainable profitability. We’re excited about the opportunities that lie ahead for Edible Garden.”

 

Financial Results for the Three Months Ended September 30, 2025

 

Revenue increased 9% to $2.8 million, compared to $2.6 million in the third quarter of 2024. The 9% growth was primarily driven by strong performance across our shelf-stable product portfolio, including Kick.Sports Nutrition, Vitamin Whey, Pulp, and Pickle Party. With the strategic exit from floral and lettuce categories now complete, this quarter reflects the strength and resilience of our repositioned portfolio.

 

Gross profit totaled approximately $0.3 million, compared to $0.7 million in the prior-year quarter, reflecting higher labor, freight, and raw material costs, as well as inflationary pressures within the nutraceutical supply chain.

 

Selling, general and administrative expenses were $3.8 million, compared to $2.2 million in the same period last year, primarily due to higher depreciation expenses related to the assets purchased from Natural Shrimp and the associated right of use, legal, audit and accounting expenses

 

The Company refinanced its outstanding debt, securing a lower interest rate and more favorable terms. This refinancing is expected to reduce annual interest expense and reduce financing cash outflows, providing greater financial flexibility to support the Company’s strategic initiatives and growth objectives. Net loss was $4.0 million, compared to a net loss of $2.1 million in the third quarter of 2024.

 

The complete financial results for the quarter ended September 30, 2025, are available in the Company’s Quarterly Report on Form 10-Q, which will be filed with the Securities and Exchange Commission and available at: www.sec.gov. 

 

Conference Call

 

Edible Garden will host a conference call today at 8:00 A.M. Eastern Time to discuss the Company’s financial results for the quarter ended September 30, 2025, as well as the Company’s corporate progress and other developments.

 

The conference call will be available via telephone by dialing toll-free +1 808-506-0062 for U.S. callers or +1 973-528-0011 for international callers and entering access code 547767. A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2914/53224 or on the investor relations section of the Company’s website at https://ediblegardenag.com/presentations/.

 

 
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A webcast replay will be available on the investor relations section of the Company’s website through November 14, 2026. A telephone replay will be available approximately one hour following the call, through November 28, 2025, and can be accessed by dialing +1 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering access code 53224.

 

ABOUT EDIBLE GARDEN®

 

Edible Garden AG Incorporated is a leader in controlled environment agriculture (CEA), delivering locally grown, organic, better-for-you, sustainable produce and products through its Zero-Waste Inspired® next-generation farming model. Available in over 5,000 retail locations across the United States, Caribbean, and South America, Edible Garden is at the forefront of the CEA and sustainability technology movement, distinguished by its advanced safety-in-farming protocols, sustainable packaging, patented GreenThumb software, and innovative Self-Watering in-store displays. The Company operates state-of-the-art, vertically integrated greenhouses and processing facilities, including Edible Garden Heartland in Grand Rapids, Michigan; Edible Garden Prairie Hills in Webster City, Iowa; and its headquarters at Edible Garden Belvidere in New Jersey. It also partners with a network of contract growers strategically located near major U.S. markets to ensure freshness and reduce environmental impact.

 

Edible Garden’s proprietary GreenThumb 2.0 software—protected by U.S. Patents US 11,158,006 B1, US 11,410,249 B2, and US 11,830,088 B2—optimizes vertical and traditional greenhouse growing conditions while aiming to reduce food miles. Its patented Self-Watering display (U.S. Patent No. D1,010,365) is designed to extend plant shelf life and elevate in-store presentation. In addition to its core CEA operations, Edible Garden owns three patents in advanced aquaculture technologies: a closed-loop shrimp farming system (US 6,615,767 B1), a modular recirculating aquaculture setup with automated water treatment and feeding (US 10,163,199 B2), and a sensor-driven ammonia control method utilizing electrolytic chlorine generation (US 11,297,809 B1).

 

The Company has been recognized as a FoodTech 500 firm by Forward Fooding, a leading AgriFoodTech organization, and is a Giga Guru member of Walmart’s Project Gigaton sustainability initiative. Edible Garden also develops and markets a growing line of nutrition and specialty food products, including Vitamin Way® and Vitamin Whey®—plant and whey protein powders—and Kick. Sports Nutrition, a premium performance line for health-conscious athletes seeking cleaner, better-for-you options. The Company’s offerings further include fresh, sustainable condiments such as Pulp fermented gourmet and chili-based sauces, as well as Pickle Party, a collection of fermented fresh pickles and krauts.

 

Learn more at https://ediblegardenag.com.

 

For Pulp products, visit https://www.pulpflavors.com.

 

For Vitamin Whey® products, visit https://vitaminwhey.com.

 

For Kick. Sports Nutrition products, visit https://kicksportsnutrition.net/

 

Watch the Company’s latest corporate video here.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, including with respect to the Company’s ability to improve its financial results, the Company’s growth strategies, the Company’s ability to expand into new product lines, and its performance as a public company. The words “believe,” “design,” “expect,” “potential,” “will,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including market and other conditions and the Company’s ability to improve its financial performance and achieve its growth objectives, and other factors set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2024 and subsequent quarterly reports on Form 10-Q. Actual results might differ materially from those explicit or implicit in the forward-looking statements. The Company undertakes no obligation to update any such forward-looking statements after the date hereof to conform to actual results or changes in expectations, except as required by law.

 

Investor Contacts:

Crescendo Communications, LLC

212-671-1020

[email protected]

 

(tables follow)

 

 
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EDIBLE GARDEN AG INCORPORATED

 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

(In thousands, except shares and par value)

 

 

 

 

 

 

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

 

 

 

ASSETS 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

 $ 828

 

 

 $ 3,530

 

Accounts receivable, net

 

 

 1,661

 

 

 

 1,968

 

Inventory, net

 

 

 1,718

 

 

 

 1,544

 

Prepaid expenses and other current assets

 

 

 649

 

 

 

 335

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 4,856

 

 

 

 7,377

 

 

 

 

 

 

 

 

 

 

Property, equipment and leasehold improvements, net

 

 

 10,648

 

 

 

 3,145

 

Operating lease right-of-use assets

 

 

 4,205

 

 

 

 1,202

 

Finance lease right-of-use assets

 

 

 81

 

 

 

 114

 

Intangible assets, net

 

 

 308

 

 

 

 43

 

Other assets

 

 

 34

 

 

 

 34

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 $ 20,132

 

 

 $ 11,915

 

 

 

 

 

 

 

 

 

 

 LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES:

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and other accrued expenses

 

 $ 3,699

 

 

 $ 4,018

 

Current maturities of operating lease liabilities

 

 

 223

 

 

 

 212

 

Current maturities of finance lease liabilities

 

 

 44

 

 

 

 41

 

Short-term debt, net of discounts

 

 

 2,059

 

 

 

 1,939

 

Derivative liability

 

 

 79

 

 

 

 -

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 6,104

 

 

 

 6,210

 

 

 

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

 

 

 

Long-term debt, net of discounts

 

 

 239

 

 

 

 544

 

Long-term operating lease liabilities

 

 

 824

 

 

 

 992

 

Long-term finance lease liabilities

 

 

 42

 

 

 

 75

 

 

 

 

 

 

 

 

 

 

Total long-term liabilities

 

 

 1,105

 

 

 

 1,611

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 7,209

 

 

 

 7,821

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 13)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

Common stock ($0.0001 par value, 100,000,000 shares authorized, 3,083,899 and 1,065,402 shares outstanding as of September 30, 2025 and December 31, 2024, respectively)(1)

 

 

 -

 

 

 

 -

 

Preferred stock ($0.0001 par value, 10,000,000 shares authorized, 15,154 and no shares outstanding as of September 30, 2025 and December 31, 2024, respectively)

 

 

 15,154

 

 

 

 -

 

Additional paid-in capital

 

 

 50,492

 

 

 

 44,946

 

Obligation to issue shares

 

 

 -

 

 

 

 459

 

Accumulated deficit

 

 

 (52,723 )

 

 

 (41,311 )

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

 12,923

 

 

 

 4,094

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 $ 20,132

 

 

 $ 11,915

 

 

(1) Adjusted to reflect stock splits.              

 

 
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EDIBLE GARDEN AG INCORPORATED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per-share information)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

September  30

 

 

Nine Months Ended

September 30

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 $ 2,817

 

 

 $ 2,584

 

 

 $ 8,681

 

 

 $ 9,985

 

Cost of goods sold

 

 

 2,544

 

 

 

 1,885

 

 

 

 7,686

 

 

 

 7,696

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 273

 

 

 

 699

 

 

 

 995

 

 

 

 2,289

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 3,831

 

 

 

 2,189

 

 

 

 11,073

 

 

 

 8,823

 

Gain on sale of asset

 

 

 -

 

 

 

 -

 

 

 

 (1 )

 

 

 -

 

Loss from operations

 

 

 (3,558 )

 

 

 (1,490 )

 

 

 (10,077 )

 

 

 (6,534 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

 (387 )

 

 

 (409 )

 

 

 (1,216 )

 

 

 (944 )

Gain (Loss) from extinguishment of debt

 

 

 (109 )

 

 

 (164 )

 

 

 (223 )

 

 

 (498 )

Other income / (loss)

 

 

 -

 

 

 

 -

 

 

 

 95

 

 

 

 4

 

Gain on change in derivative liability

 

 

 9

 

 

 

 -

 

 

 

 9

 

 

 

 -

 

Total other income (expenses)

 

 

 (487 )

 

 

 (573 )

 

 

 (1,335 )

 

 

 (1,438 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 $ (4,045 )

 

 $ (2,063 )

 

 $ (11,412 )

 

 $ (7,972 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deemed dividend on warrants

 

 

 -

 

 

 

 -

 

 

 

 (9,833 )

 

 

 -

 

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

 

 $ (4,045 )

 

 $ (2,063 )

 

 $ (21,245 )

 

 $ (7,972 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income / (Loss) per common share - basic and diluted (1)

 

 $ (1.38 )

 

 $ (16.32 )

 

 $ (9.95 )

 

 $ (118.25 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average Number of Common Shares Outstanding – Basic and Diluted (1)

 

 

 2,934,311

 

 

 

 126,416

 

 

 

 2,134,797

 

 

 

 67,416

 

 

(1) Adjusted to reflect stock splits.          

 

 
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