8-K

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): July 24, 2024

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:

Securities registered pursuant to Section 12(b) of the Act:

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 July 24, 2024, Edible Garden AG Incorporated (the “Company”) issued a press release to report preliminary financial results for the July 4^th^ holiday period. 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.

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.

edbl_ex991.htm EXHIBIT 99.1

Edible Garden Achieves Over 44% Year-Over-Year Increase in

Preliminary Overall Produce Sales Results During Key July 4^th^ Time Period

High Fulfillment Rate During the Period, 99%, and Reduced Dependence on Third-Party Growers Keys to Success

BELVIDERE, New Jersey – July 24, 2024, — 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 and products, today announced that the Company experienced a more than 44% year-over-year increase in preliminary produce sales for the key July 4^th^ holiday time period.^1^

Mr. Jim Kras, Chief Executive Officer of Edible Garden, commented, " We are extremely proud of Edible Garden's performance during the crucial July 4th period, highlighted by an impressive year-over-year preliminary sales increase of over 44% compared to the 2023 comparable period. This follows a significant 27.6% year-over-year revenue growth in the 2024 first quarter, typically the slowest quarter of the year for the Company. We believe that consistency and reliability are key factors in the Company’s success, strengthening our appeal to distribution partners who see Edible Garden as a dependable supplier.  The Company’s consistency and reliability is best illustrated by its 99% fulfillment rate during the July 4th period, one of the best in the industry.”

“Our impressive results are a testament to our focus on vertical integration, as well as the substantial capacity boost the launch of Edible Garden Heartland provided. This expansion has allowed the Company to significantly reduce our dependence on third-party growers, with Edible Garden now producing approximately 95% of our product in Company-owned facilities. This shift has led to incremental margin growth and enhanced operational efficiency, while also strengthening our ability to serve our distribution partners more reliably, thereby solidifying our market position. Our shipper programs in the Northeast, Mid-Atlantic, and Midwest regions have been pivotal in driving this success, ensuring we meet customer demands more effectively and consistently and we believe these programs will be integral to our growth strategy."

ABOUT EDIBLE GARDEN®

Edible Garden AG Incorporated is a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products backed by Zero-Waste Inspired® next generation farming. Offered at over 5,000 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 2.0 patented (US Nos.: US 11,158,006 B1, US 11,410,249 B2 and US 11,830, 088 B2) software optimizes growing in vertical and traditional greenhouses while seeking to reduce pollution-generating food miles. Its proprietary patented (U.S. Patent No. D1,010,365) Self-watering display is designed to increase plant shelf life and provide an enhanced in-store plant display experience. 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. In addition, the Company offers a line of sustainable food flavoring products such as Pulp gourmet sauces and chili-based products. For more information on Pulp products go to https://www.pulpflavors.com/. For more information on Edible Garden go to https://ediblegardenag.com/.

1.     Reflects sales for the period June 23- 29, 2024, compared to the period June 25-July 1, 2023.

Key Performance Indicator

This press release contains reference to the Company’s fulfillment rate which is a key performance metric management uses to analyze and measure the Company’s financial performance and results of operation. Management uses fulfillment rate as a measure of current and future business and financial performance, and it may not be comparable with measures provided by other companies. The Company defines fulfillment rate as the percentage of orders filled in full, relative to the total number of orders received during the period.

Preliminary, Unaudited Financial Disclosures

The data presented above is preliminary and unaudited, based upon our estimates, and subject to further internal review by management and compilation of actual results. The data presented above may not be reflective of year-over-year trends in consolidated revenue during the second quarter. Our closing procedures for the quarter ended June 30, 2024 are not yet complete. Our management’s estimates are based upon preliminary information currently available from our business and do not include any promotional deductions. While we expect that our results will be consistent with these preliminary and unaudited estimates, our actual results may differ materially from these preliminary estimates.

This preliminary financial information is not a comprehensive statement of our financial results for this period. Our actual results may differ materially from these estimates due to the completion of our financial closing procedures, final adjustments, and other developments that may arise between now and the time the closing procedures for the quarter are completed.

This preliminary financial information should not be viewed as a substitute for our full interim or annual financial statements prepared in accordance with U.S. generally accepted accounting principles. Accordingly, you should not place undue reliance on this preliminary financial information. The preliminary financial information has been prepared by, and is the responsibility of, our management. Marcum LLP, our independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, Marcum LLP does not express an opinion or any other form of assurance with respect thereto.

Forward-Looking Statements

This press release contains forward-looking statements, including with respect to the Company’s growth strategy and performance as a public company. The words “seek,” “believe,” “design,” “may,” “ 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 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, 2023 and subsequent quarterly reports on Form 10-Q. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Specifically, our sales growth during the July 4th period may not (i) reflect our overall revenue growth during the quarter ended June 30, 2024 (“second quarter”), (ii) represent the amount that the Company will be able to recognize as revenue during the second quarter, and (iii) be consistent with full-year sales results.  The Company’s overall sales results are preliminary and unaudited and are based on the Company’s internal financial records as of the date of this press release. The Company’s independent publicly registered accounting firm, Marcum LLP has not audited, reviewed, compiled or performed any procedures with respect to this financial information.  Accordingly, Marcum LLP does not express an opinion or any other form of assurance with respect to these preliminary results. You should not rely upon forward-looking statements as predictions of future events. 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