8-K
Edible Garden AG Inc (EDBL)
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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): October 14, 2022
| EDIBLE GARDEN AG INCORPORATED | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-41371 | 85-0558704 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>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 | TheNasdaq 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2022, the board of directors (the “Board”) of Edible Garden AG Incorporated (the “Company”) appointed Deborah K. Pawlowski to the Board, effective immediately. Ms. Pawlowski will serve on the Board until the Company’s 2023 annual meeting of stockholders and until her successor has been duly elected and qualified or until her earlier death, disqualification, resignation or removal. Ms. Pawlowski has been appointed to the Audit Committee, Compensation Committee, and Nominating and Governance Committee of the Board and has been appointed as Chair of the Compensation Committee. Ms. Pawlowski will be compensated for her service on the Board in the same manner as the Company’s other non-employee directors.
Ms. Pawlowski was not selected to serve on the Board under any arrangement or understanding between her and any other person. The Company is not aware of any transactions with Ms. Pawlowski that would require disclosure under Item 404(a) of Regulation S-K.
The Company believes the appointment of Ms. Pawlowski will bring the Company into compliance with Listing Rules 5605(b)(1) and 5605(c)(2) of The Nasdaq Stock Market LLC (“Nasdaq”) and cure the July 28, 2022 notice it received from Nasdaq that the Company was not in compliance with those Listing Rules.
Item 8.01. Other Events.
On October 17, 2022, the Company issued a press release announcing the appointment of Ms. Pawlowski to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “believe,” and “will,” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain compliance with the Nasdaq Listing Standards and maintain the listing of its securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated October 17, 2022 |
| 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: October 17, 2022 | /s/ Michael James | |
| Name: | Michael James | |
| Title: | Chief Financial Officer | |
| 3 | ||
| --- |
edbl_ex991.htm EXHIBIT 99.1
Edible Garden Announces Appointment of Deborah K. Pawlowski to Board of Directors
BELVIDERE, NJ, October 17, 2022 — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic and sustainable produce, **** today announced the appointment of Deborah K. Pawlowski to the Edible Garden Board of Directors, effective October 14, 2022. Ms. Pawlowski has been appointed to the Audit Committee, Compensation Committee, and Nominating and Governance Committee of the Board and has been appointed as Chair of the Compensation Committee.
Ms. Pawlowski brings more than thirty years of experience in investor relations, capital markets, marketing, strategic planning, leadership coaching and management. For over 20 years, she has served as the Founder, Chairman and CEO of KEI Advisors, LLC, an investor relations and business advisory firm. She has also held senior executive positions, leading the investor relations programs at National Fuel Gas Company, a diversified energy company, and American Precision Industries Inc., a former NYSE listed, diversified manufacturing company. Ms. Pawlowski is a graduate of the United States Military Academy at West Point, where she received her B.S. in General Engineering. She received her M.B.A. and Leadership Coaching Certification from the University at Buffalo, The State University of New York. She is currently a director for the Allegany Insurance Group and member of the Board and Secretary of the Combat Wounded Veterans Challenge. She is a former member of the Board of Directors of the National Investor Relations Institute (NIRI), past President of the NIRI Virtual Chapter, and currently serves as Advocacy Ambassador for the NIRI Virtual Chapter Board. Ms. Pawlowski is an inaugural NIRI Investor Relations Charter recipient, earning the right to use the Investor Relations Charter (IRC™) credential.
Jim Kras, Chief Executive Officer of Edible Garden commented, “We are pleased to welcome Deborah Pawlowski to the Edible Garden Board. Deborah brings more than thirty years of experience as a proven, entrepreneurial business leader with a successful track record in corporate communications, capital markets, and business strategy. This experience will be invaluable to the Company as we continue to grow our footprint, add new distribution partners, and expand our communications strategy. Importantly, we are gaining traction among both retailers and customers due to our focus on sustainability and our Zero-Waste Inspired® approach. As we enter our next phase of growth, we believe her appointment further illustrates our commitment to the highest levels of corporate governance.”
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Ms. Pawlowski further noted, “I am honored to join the Board of Edible Garden at this exciting time in the Company’s development. Edible Garden is rapidly emerging as a leader in the controlled environment agriculture sector, with a commitment to sustainability and consumer health. Recent events have highlighted the fragility of the food supply chain and by growing produce closer to the retailer and end consumer, Edible Garden is not only reducing the carbon footprint, but also providing both consumers and retailers with fresher and locally grown products. They are also leveraging advanced technologies to enhance efficiency and reduce costs. Moreover, with the recent launch of the Edible Garden Heartland facility, the Company is well positioned to expand its footprint within the Midwest. I look forward to leveraging my experience within both the corporate environment and capital markets to help maximize value for shareholders.”
About Edible Garden®
Edible Garden AG Incorporated, is a leader in locally grown organic leafy greens and herbs backed by Zero-Waste Inspired® next generation farming. Offered at over 4,000 stores in the US, Edible Garden is disrupting the CEA and sustainability technology movement with its safety-in-farming protocols, use of sustainable packaging, patented Greenthumb software and self-watering in-store displays. The Company currently operates its own state-of-the-art greenhouses and processing facilities in Belvidere, New Jersey and Grand Rapids, Michigan, and has a network of contract growers, all strategically located near major markets in the U.S. Its proprietary GreenThumb software optimizes growing in vertical and traditional greenhouses while seeking to reduce pollution-generating food miles. Edible Garden is also a developer of ingredients and proteins, providing an accessible line of plant and whey protein powders under the Vitamin Way® and Vitamin Whey® brands.
Forward Looking Statements
This press release contains forward-looking statements, including with respect to the Company’s growth strategies, ability to expand its distribution network and distribution relationships, and performance as a public company. The words “believe,” “expect,” “intend,” “look forward,” “objective,” “seek,” “strategy,” “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 achieve its growth objectives. 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
EDBL@crescendo-ir.com
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