Edible Garden AG Inc 8-K, filed Oct 1, 2026
Edible Garden AG Inc (EDBL)
About this 8-K
Edible Garden AG Inc filed this 8-K on October 1, 2026, reporting on events of September 30, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 1, 2026 (
(Exact name of registrant as specified in its charter) |
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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 (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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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:
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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 September 30, 2026, Edible Garden AG Incorporated, a Delaware corporation (the “Company”), entered into a Real Estate Purchase Contract (the “Purchase Contract”) with Iowa Shrimp Holdings, LLC, an Iowa limited liability company (the “Seller”), pursuant to which the Company agreed to purchase from the Seller certain real and personal property located in Hamilton County, Iowa, including the real property located in Webster City, Hamilton County, Iowa, together with the buildings, improvements and certain fixtures, equipment, contracts, permits and other property rights associated therewith (collectively, the “Property”). The Property is currently leased by the Seller to Edible Garden Sustainable Ventures LLC, an affiliate of the Company, and is being developed as the Company’s Prairie Hills ready-to-drink manufacturing facility.
The aggregate purchase price for the Property is $6,325,000 (the “Purchase Price”). At the direction of the Seller, the Purchase Price will be paid to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), as follows: (i) on September 30, 2026, the Company issued to Streeterville 1,500 shares of the Company’s Series B Preferred Stock (the “Initial Preferred Shares”), which the parties assigned an agreed value of $1,500,000 and which are non-refundable; (ii) at the closing of the acquisition contemplated by the Purchase Contract (the “Closing”), the Company will issue to Streeterville an additional 1,000 shares of the Company’s Series B Preferred Stock, which the parties assigned an agreed value of $1,000,000 (the “Closing Preferred Shares”); and (iii) at the Closing, the Company will issue to Streeterville a secured promissory note in the original principal amount of $3,825,000 (the “Note”). The Note will mature five years after its date of issuance and will bear interest at a rate of 8% per annum, compounded daily. The Company’s obligations under the Note will be secured by a real estate mortgage on the Property in favor of Streeterville (the “New Mortgage”).
The Purchase Contract provides the Company with a 20-day review period following September 30, 2026 (the “Review Period”), during which the Company may conduct customary due diligence and may terminate the Purchase Contract in its sole discretion for any reason or no reason. The Closing is expected to occur five days after the expiration of the Review Period, or on such earlier date as the parties may mutually agree, subject to the satisfaction or waiver of the conditions set forth in the Purchase Contract. At the Closing, the Seller will convey the Property to the Company or a wholly owned subsidiary designated by the Company pursuant to a special warranty deed. Streeterville will partially release and reconvey two existing mortgages encumbering the Property, and the Company or its designated wholly owned subsidiary will grant Streeterville the New Mortgage securing the Note.
The foregoing descriptions of the Purchase Contract and the form of Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Contract and the form of Note, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On September 30, 2026, pursuant to the Purchase Contract and at the direction of the Seller, the Company issued to Streeterville 1,500 shares of the Company’s Series B Preferred Stock. The parties assigned the Initial Preferred Shares an aggregate value of $1,500,000, and the Initial Preferred Shares constitute a non-refundable portion of the Purchase Price. The Initial Preferred Shares were issued in a private transaction in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid in connection with the issuance.
Item 8.01 Other Events.
On October 1, 2026, the Company issued a press release announcing its entry into the Purchase Contract. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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| Press Release of Edible Garden AG Incorporated, dated October 1, 2026. | |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules or exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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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 | ||
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Date: October 1, 2026 | By: | /s/ James E. Kras | |
| Name: | James E. Kras |
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| Title: | President and Chief Executive Officer |
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EXHIBIT 10.1
REAL ESTATE PURCHASE CONTRACT
This Real Estate Purchase Contract (this “Contract”) is entered into on and as of September 30, 2026 (the “Effective Date”) by and between Iowa Shrimp Holdings, LLC, an Iowa limited liability company (“Seller”), and Edible Garden AG Incorporated, a Delaware corporation (“Purchaser”).
| 1. | Definitions. As used in this Contract, the following terms shall have the following meanings: | ||
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| 1.1 | “Closing” means the consummation of the transaction contemplated by and under this Contract. | |
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| 1.2 | “Closing Date” means the date that is five (5) days after the end of the Review Period or such earlier date as may be mutually agreed between Seller and Purchaser. | |
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| 1.3 | “Existing Mortgage” means each of (a) that certain Real Estate Mortgage executed by Seller in favor of Streeterville dated June 9, 2025, and recorded on August 1, 2025 and (b) that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by NaturalShrimp Incorporated in favor of Streeterville dated February 23, 2022, and recorded on March 3, 2022, each currently securing the Property. | |
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| 1.4 | “Initial Payment Shares” means 1,500 shares of Preferred Shares having an agreed value of $1,500,000.00. | |
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| 1.5 | “New Mortgage” means the Real Estate Mortgage substantially in the form attached hereto as Exhibit A to be executed by Purchaser in favor of Streeterville. | |
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| 1.6 | “Note” means the Secured Promissory Note in the original principal amount of $3,825,000.00 to be issued by Purchaser in favor of Streeterville substantially in the form attached hereto as Exhibit B. | |
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| 1.7 | “Permitted Exceptions” means all exceptions shown on the Title Commitment and all matters noted on the Survey for the Real Property other than (i) Seller’s Required Cure Items, and (ii) the Title Objections which Seller agrees to cure pursuant to Section 4.2 of this Contract. | |
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| 1.8 | “Preferred Shares” means Purchaser’s Series B Preferred Stock. | |
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| 1.9 | “Property” means the following: | |
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| (a) | that certain parcel of real property situated in Hamilton County, State of Iowa, as more particularly described in Exhibit C attached hereto together with the buildings, certain driveways, parking areas, stormwater ponds, and all other improvements located thereon owned by Seller, all appurtenances, rights, easements, rights of way, tenements and hereditaments incident thereto and all title and interest, if any, of Seller in and to any land lying in the bed of any street, road or avenue, open, closed or proposed, in front of or adjoining said tracts of land (the “Real Property”). |
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| (b) | All equipment, furniture, furnishings, supplies and other fixtures or personal property of every description located on, or attached to the Real Property, if any, and which are owned by Seller as of the Effective Date (the “Personal Property”). |
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| (c) | The Lease Agreement dated May 14, 2025 by and between Seller, as landlord, and Edible Garden Sustainable Ventures LLC, as tenant, whereby an affiliate of Purchaser leases the Real Property from Seller (the “Lease”), together with all rents, issues and profits therefrom and any guarantees, security deposits, letters of credit and/or other forms of security issued or provided for thereunder. |
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| (d) | To the extent of Seller’s interest, if any, all other assets and property rights (including intangible assets) relating to the Real Property and Personal Property or any portion thereof, including, but not limited to, all contracts related to the ownership, operation, maintenance or repair of the Real Property and Personal Property which Purchaser elects to assume hereunder, all reciprocal easement agreements, operating agreements, development agreements, warranties, guarantees and bonds, certificates of occupancy, trade names, service marks, governmental and regulatory licenses and permits (including any permits relating to stormwater management), final working drawings, engineering plans, utilities lay-out plans, surveys, topographical plans and plans and specifications (“Intangible Property”). |
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| 1.10 | “Purchase Price” means the amount to be paid by Purchaser to Seller for the Property pursuant to this Contract, which amount is $6,325,000.00. | |
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| 1.11 | “Special Warranty Deed” means the Special Warranty Deed substantially in the form attached hereto as Exhibit D to be executed by Seller conveying title to the Property to Purchaser or to a wholly owned subsidiary of Purchaser, as designated by Purchaser. | |
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| 1.12 | “Reconveyance” means the Partial Release and Reconveyance substantially in the form attached hereto as Exhibit E to be executed by Streeterville to partially reconvey each Existing Mortgage with respect to the Property. | |
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| 1.13 | “Streeterville” means Streeterville Capital, LLC, a Utah limited liability company. | |
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| 1.14 | “Transaction Documents” means this Contract, the Note, the New Mortgage, the Special Warranty Deed, the Reconveyance and all other documents, instruments and agreements entered into in connection with the transaction contemplated in this Contract. | |
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| 2. | Purchase and Sale of Property. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, all of Seller’s right, title and interest in and to Seller’s entire beneficial interest in the Property, on the terms and conditions set forth in this Contract. The Property shall be conveyed to Purchaser subject only to the Permitted Exceptions. | |
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| 3. | Manner of Payment of the Purchase Price. Seller has directed the Purchaser to deliver and pay and Purchaser has agreed to deliver and pay the full amount of the Purchase Price as follows: (a) the issuance by Purchaser to Streeterville, on and as of the Effective Date, of the Initial Payment Shares (which Initial Payment Shares shall be earned by and delivered to Streeterville immediately upon receipt, and which shall be non-refundable for all purposes hereunder), (b) the issuance by Purchaser to Streeterville, at and upon the occurrence of the Closing, of 1,000 Preferred Shares, having an agreed value of $1,000,000.00 (the “Closing Date Preferred Shares”); and (c) the issuance by Purchaser to Streeterville, at and upon the occurrence of the Closing, of the Note. | |
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| 4. | Diligence Matters. At all times during the period commencing on the Effective Date through the Closing Date, provided this Contract has not been terminated beforehand, Purchaser, its agents, employees, representatives and contractors, at Purchaser’s sole cost and expense, shall have the following rights: | |
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| 4.1 Inspections. Seller agrees that, from the Effective Date until the Closing or the earlier termination of this Contract, Seller has permitted and shall permit Purchaser and Purchaser’s representatives to conduct such reasonable inspections of the Property at such reasonable times during normal business hours as Purchaser or Purchaser’s representatives may request. Purchaser shall notify Seller not less than two (2) business days in advance of making any such inspection. All such inspections shall be non-invasive in nature and shall not include any physically intrusive testing (including, without limitation, any soil boring or roof coring) without Seller’s prior written consent, which consent may be granted or withheld by Seller in Seller’s sole discretion. All inspections shall be performed (i) in a commercially reasonable manner so as to minimize interference with Seller’s business, and (ii) at Purchaser’s sole risk, cost and expense and shall not cause any damage, loss, cost or expense to, or claims against Seller or the Property. All inspections shall be subject to all of the other terms and provisions of this Contract. |
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| 4.2 Review Period. During the period commencing on the Effective Date and terminating at 11:59 p.m. Eastern Time on the date that is twenty (20) days after the Effective Date (the “Review Period”), Purchaser shall have the right to determine, in its sole and absolute discretion, for any reason or for no reason whatsoever, whether it desires to proceed with the acquisition of the Property in accordance with this Contract. If Purchaser determines not to proceed with the acquisition of the Property as aforesaid, Purchaser shall have the right to terminate this Contract at any time on or prior to the expiration of the Review Period by delivering written notice thereof (a “Termination Notice”) to Seller. |
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| 4.3 Title and Survey. Purchaser shall obtain at its sole cost and expense a current ALTA owner’s title commitment for title insurance for the Real Property (the “Title Commitment”) issued by Commonwealth Land Title Insurance Company (the “Title Company”), together with true and complete copies of all exceptions contained therein, and Purchaser shall obtain, at its sole cost and expense, an ALTA survey of the Real Property (the “Survey”). Upon the receipt of the Title Commitment and Survey for the Real Property, Purchaser shall review all such information and shall, at least five (5) business days prior to the end of the Review Period (the “Title Objection Deadline”) furnish a copy of the Title Commitment and Survey for the Real Property to Seller together with a statement (the “Title Objection Notice”) as to which exceptions shown on the Title Commitment and matters shown on the Survey are unacceptable to Purchaser as determined by Purchaser in its sole and absolute discretion (collectively, the “Title Objection(s)”). If Purchaser fails to deliver such notice of Title Objections to Seller by the Title Objection Deadline, then Purchaser shall be deemed to have found the Title Commitment and Survey acceptable in all respects, except with respect to any Seller’s Required Cure Items (as defined below) which Seller shall be obligated to cure regardless of whether Purchaser objects to the same. |
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| If Seller does not elect to remedy any matters as to which Purchaser has objected in the Title Objection Notice, Purchaser may elect (i) to terminate this Contract in accordance with Section 4.3 by written notice given to Seller in accordance with Section 4.3 or (ii) to proceed with the Closing, notwithstanding such matter, without any abatement or reduction in the Purchase Price on account thereof, and such matters shall be considered Permitted Exceptions for all purposes under this Contract. For the avoidance of doubt, if Purchaser does not elect to terminate this Contract in accordance with the preceding clause (i), Purchaser shall be deemed to have elected to proceed with the Closing in accordance with the preceding clause (ii).
Seller shall be required to cure the following, at Seller’s expense, none of which shall be considered a Permitted Exception: (1) all mortgages, deeds of trust, deeds to secure debt, mechanics’ or materialmen’s liens, judgment liens or similar monetary liens encumbering all or any part of the Real Property, (2) all ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Real Property which are currently due or delinquent, (3) all ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Real Property in the amount of $154,333 due on September 30, 2026, and (4) any judgment of record against Seller in the county or other applicable jurisdiction in which the Real Property is located which would affect Seller’s ability to perform under this Contract (the items in subsections (1) through (4) being referred to collectively as “Seller’s Required Cure Items”. In the event Seller elects not to cure any Seller’s Required Cure Item, Purchaser’s sole and exclusive remedy shall be to terminate this Contract. |
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| 4.4 Termination of Contract. If the results of any inspection, investigation or other diligence performed by or on behalf of Purchaser pursuant to this Section 4 shall be unsatisfactory to Purchaser in any respect, as determined by Purchaser in its sole and absolute discretion, or if Purchaser determines not to proceed with the transaction for any or no reason, Purchaser may terminate this Contract by delivering written notice thereof to Seller at any time prior to the expiration of the Review Period. If Purchaser timely delivers such written notice terminating this Contract as aforesaid, then this Contract shall terminate and neither party shall have any further rights or obligations hereunder, except for the Surviving Obligations. If Purchaser does not timely deliver a written notice terminating this Contract to Seller prior to the expiration of the Review Period in accordance with this Section 4.3, then Purchaser shall have no further right to terminate this Contract pursuant to this Section 4.3 hereof. |
5. Representations and Warranties of Seller. Seller represents and warrants to Purchaser that, as of the Effective Date:
5.1 Seller owns good and indefeasible fee simple title to the Property.
5.2 Seller is a validly existing limited liability company formed and in good standing in the State of Iowa and is fully authorized to enter into and perform its obligations under this Contract, including conveying the Property pursuant to this Contract. The person executing this Contract on behalf of Seller has been authorized to do so.
5.3 The execution and delivery of this Contract do not, and the consummation of the transaction contemplated hereby will not in any material respect require any approval, consent, authorization or order of, or filing with, any private party or any governmental agency or body or violate any law, rule or regulation or any order, arbitration award, judgment or decree to which Seller is a party or by which Seller or any of the Property is bound.
5.4 The Property is not subject to any option contract, first right of refusal or any other sales contract, or to any leases or other occupancy agreements other than the Lease.
5.5 Seller is not a debtor in any bankruptcy or other insolvency proceeding.
5.6 Seller has lawful right, power, authority and capacity to sell the Property to Purchaser in accordance with the terms of this Contract without the approval of any other party.
5.7 Seller has the requisite authority to enter into this Contract, and this Contract constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms.
5.8 Seller has not received any written notice of violation of any federal, state or local law, regulation, rule or ordinance (including, without limitation, any environmental law, subdivision ordinance or zoning ordinance) or any agreement relating to the Property (including, without limitation, any Permitted Exceptions) which remains outstanding.
5.9 The contracts listed on Exhibit F attached hereto (collectively, the “Service Contracts”), are all of the contracts related to the ownership, operation, maintenance and repair of the Real Property that are in effect as of the Effective Date. Seller has not delivered or received written notice of any default or breach under any Service Contract which has not been cured.
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5.10 There is not currently any tax abatement proceeding or appeal in effect with respect to the Property that has not been settled and resolved.
5.11 Seller is not a “foreign person,” “foreign trust” or “foreign corporation” (as those terms are defined in the Internal Revenue Code of 1986, as amended, and related Income Tax Regulations.
5.12 Neither Seller nor, to Seller’s knowledge, any of its employees or officers, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury (“OFAC”), (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any similar statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other similar governmental action.
All of the warranties and representations made by Seller in this Section 5 shall be deemed remade as of the Closing Date unless expressly and explicitly limited to some other date (in which case they shall be deemed remade as of such of date) and shall survive the Closing Date for a period of six (6) months
| 6. | Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller as follows: | |
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| 6.1 | This Contract is validly executed and delivered by Purchaser and the performance by Purchaser hereunder does not violate (i) any agreement or contract to which Purchaser is a party or (ii) any judgment, order, injunction, decree, regulation or ruling of any court or other governmental authority to which Purchaser is subject. |
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| 6.2 | The execution of this Contract by Purchaser has been properly authorized and is the binding obligation of Purchaser. The Note, the Initial Payment Shares and the Closing Date Preferred Shares have been duly and validly authorized by Purchaser’s Board of Directors. |
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| 6.3 | Purchaser acknowledges and agrees that it will be responsible for all real estate taxes on the Real Property accruing after July 1, 2026, including, but not limited to, the tax payment due on March 31, 2027. |
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| 7. | Seller’s Covenants. Seller covenants and agrees as follows: | |
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| 7.1 | Seller will not (i) mortgage, pledge or subject the Property or any part thereof to an unbonded lien or other encumbrance, (ii) permit any mechanic’s or materialmen’s lien to attach against the Real Property, (iii) enter into, or subject any portion of the Property to, any option contract, sales contract, or any other agreement or encumbrance that could affect Seller’s title to the Property or (iv) enter into any lease. |
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| 7.2 | Seller will not sell or otherwise dispose of or remove any fixtures, mechanical equipment or any other item included within the Property unless in the ordinary course of business. | |
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| 7.3 | Seller will comply with each and every material undertaking, covenant and obligation of the landlord under the Lease and will not seek to amend, modify or terminate the Lease, or otherwise exercise any of its rights or remedies under the Lease. Seller will pay or cause to be paid all debts, taxes, fees, assessments, commissions, and other obligations related to the use and ownership of the Property up to the Closing Date, except for those items for which proration is agreed upon in accordance with the terms of this Contract. Notwithstanding the foregoing, on or prior to the Closing Date, Seller will pay real estate taxes on the Real Property in the amount of $154,333 due on September 30, 2026 and shall provide evidence of the same to the Purchaser and the Title Company on or before the Closing Date. | |
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| 7.4 | Seller will promptly notify Purchaser in writing if any event occurs, or any condition exists which renders any of the representations contained herein untrue or misleading. | |
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| 8. | Conditions. | ||
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| 8.1 | In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the obligation of Purchaser under this Contract to purchase the Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: | |
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| (a) | Title to the Real Property shall be subject to no exceptions other than the Permitted Exceptions and the Title Company shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. |
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| (b) | Seller shall have performed, observed and complied in all material respects with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. |
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| (c) | All of Seller’s representations and warranties contained herein shall have been true and correct in all material respects as of the Effective Date and all such representations and warranties shall remain true and correct in all material respects as of the Closing Date, as if first made on and as of the Closing Date. |
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| (d) | Seller shall have paid real estate taxes on the Real Property in the amount of $154,333 due on September 30, 2026 and shall provide evidence of the same to Purchaser and the Title Company on or before the Closing Date. |
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| In the event any of the foregoing conditions to the Closing are not satisfied or waived in writing by Purchaser as of the Closing Date, then Purchaser may either: (i) terminate this Contract and Seller and Purchaser shall have no further responsibility to each other or (ii) waive in writing the satisfaction of any such conditions, in which event this Contract shall be read as if such conditions no longer existed. | |||
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| 8.2 | The obligations of Seller under this Contract to sell the Property to Purchaser are subject to the satisfaction of each of the following conditions: | |
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| (a) | Purchaser shall have performed, observed and complied in all material respects with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. |
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| (b) | All of Purchaser’s representations and warranties contained herein shall have been true and correct in all material respects as of the Effective Date. |
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| In the event any of the foregoing conditions to the Closing are not satisfied or waived in writing by Seller as of the Closing Date, then Seller may terminate this Contract and Seller and Purchaser shall have no further responsibility to each other. | |||
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| 9. | Closing Costs. | ||
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| 9.1 | Purchaser shall pay at Closing: (a) all escrow fees charged by Escrow Agent; (c) all Purchaser’s attorney fees; (c) charges of the Escrow Agent for issuance of the title commitment and charges of the Escrow Agent for issuance of a standard coverage owner’s title policy to Purchaser plus any fees or charges of the Escrow Agent for issuance of any title insurance endorsements requested by Purchaser; and (d) all costs incurred in recording the New Mortgage, the Special Warranty Deed and the Reconveyance. | |
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| 9.2 | If any prorations, apportionments or computations made hereunder shall need to be adjusted because the information was unavailable at of the Closing Date, or if either party discovers any errors or omissions in any of the prorations, apportionments or computations made hereunder following the Closing, then the parties shall make the appropriate adjustments promptly when accurate information becomes available or such error or omission is discovered and either party hereto shall be entitled to an adjustment to correct the same. Such adjustments shall be made as soon as complete and accurate information becomes available or promptly following the discovery of such error or omission, but no later than September 30, 2027. Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. | |
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| 10. | Closing Documents. The Closing shall be held in escrow by the Escrow Agent on the Closing Date. | ||
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| 10.1 | At Closing, in addition to any other documents required to be delivered under the terms of this Contract, Seller shall deliver possession of the Property to Purchaser and shall deliver or cause to be delivered to the Escrow Agent: | |
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| (a) | Reconveyance with respect to the Real Property, duly executed and acknowledged by Streeterville. |
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| (b) | The Special Warranty Deed. |
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| (c) | A bill of sale without warranty of ownership of all of the Personal Property and assignment assigning all of Seller’s interest in and to the guarantees, warranties and bonds, permits, and other assets and Additional Property comprising the Property (the “Bill of Sale and Assignment”), duly executed and acknowledged by Seller; together with the original of each such guaranty, warranty, bonds and other related documents to the extent in the possession of Seller (it being understood and agreed that no portion of the Purchase Price is allocated to the Personal Property). |
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| (d) | A commercially reasonable owner affidavit, duly executed and acknowledged by Seller, as the Escrow Agent shall reasonably require in order to issue policies of title insurance free of any exceptions for unfiled mechanics, materialmen’s or similar liens, gap coverage and parties in possession. |
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| (e) | A certificate of non-foreign status as required by Section 1445 of the Internal Revenue Code, duly executed by Seller. |
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| (f) | All keys, codes, or other security devices used in connection with the operation of the Property. |
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| (g) | One of more counterparts of the closing statement, duly executed by Seller. |
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| (h) | Any other instrument reasonably required by Escrow Agent to close the transaction contemplated by this Contract. |
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| 10.2 | At Closing, in addition to any other documents required to be delivered under the terms of this Contract, Purchaser shall deliver or cause to be delivered the following: | |
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| (a) | the Note duly executed by Purchaser in favor of Streeterville and the Closing Date Preferred Shares to Streeterville. |
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| (b) | the New Mortgage, duly executed and acknowledged by the Purchaser in favor of Streeterville. |
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| (c) | The parties shall deliver to each other, as applicable, any other documents reasonably required to close or complete the transactions contemplated herein. |
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| 11. | Property Purchased “AS IS”. Except as otherwise specifically set forth herein or in any documents to be executed and delivered by Seller at the Closing, Seller has not made and Purchaser has not relied on, any representations or warranties, express or implied regarding the Property (whether made by Seller, on Seller’s behalf or otherwise), including without limitation any implied warranty as to the condition, quality, safety, freedom from defects (whether or not detectable by inspection), merchantability, fitness for Purchaser’s intended use, freedom from contamination by hazardous wastes or substances, compliance with zoning or other legal requirements, for all or any part of the Property, or as to the availability or existence of any water, utility or other governmental or private services, or concerning the area of the Property, the location or correctness of the boundaries of the Property, the current zoning of the Property, that the Property includes any water, mineral or similar rights. Purchaser acknowledges and agrees that it has been afforded the opportunity to conduct, and has conducted to its satisfaction, such inspections, investigations, tests, studies and analyses of the Property as Purchaser has deemed necessary or appropriate, and that in electing to proceed with the transaction contemplated by this Contract, Purchaser is relying solely upon its own independent investigation of the Property and not upon any statement, representation, warranty, or information (whether oral or written) made or furnished by Seller, Streeterville, or any of their respective agents, employees, representatives, or affiliates of Seller, other than those specifically set forth in this Contract or in any document to be delivered by Seller to Purchaser at the Closing made (or purported to be made) by Seller or anyone acting or claiming to act on Seller’s behalf. Accordingly, except for the express warranties set forth in this Contract, Purchaser is purchasing the Property on an “AS IS, WHERE IS, AND WITH ALL ITS FAULTS” basis, and hereby assumes, as of the Closing, all risks relating to the Property, including but not limited to risks associated with conditions that may or may not be discoverable by inspection. Except as expressly provided in this Section 11, to the fullest extent permitted by law, Purchaser, on behalf of itself and its successors and assigns, hereby waives, releases, and forever discharges Seller, and its respective members, managers, officers, directors, employees, agents, representatives, and affiliates, from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses of any kind or nature, whether known or unknown, arising out of or relating to the condition of the Property, including without limitation any claims under any environmental, health, or safety laws; provided, however, that the foregoing release and waiver is not intended and shall not be construed to affect or impair any rights or remedies that Purchaser may have against Seller as a result of a breach of any obligations and liability of Seller that expressly survive the Closing or any earlier termination of this Contract. Notwithstanding anything herein to the contrary, nothing in this Contract shall be deemed to waive claims related to, or to the common law liability of Seller for fraud perpetrated by Seller in connection with this Contract and/or the transactions contemplated hereunder. |
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| 12. | Default, Remedies, and Attorneys’ Fees. Time is of the essence in this Contract. |
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| 12.1 | Seller’s Default. Notwithstanding any provision in this Contract to the contrary, if Closing does not occur by reason of a default or breach by Seller which continues for ten (10) days after written notice from Purchaser and such failure is not as a result of Purchaser’s default or a termination of this Contract by Purchaser or Seller pursuant to a right to do so under the provisions of this Contract, then Purchaser shall have the right, to pursue one of the following sole and exclusive remedies at its option: (i) to sue Seller for, and obtain, specific performance of Seller’s obligations under this Contract (Seller and Purchaser acknowledging that money damages may not be an adequate remedy for a breach of this Contract by Seller), provided that such remedy of specific performance shall be limited solely to Seller’s obligations under this Contract and to convey the Property to Purchaser in the event all other conditions and contingencies provided for hereunder have been satisfied or waived (or will be satisfied or waived in connection with such conveyance) or (ii) to terminate this Contract. For the avoidance of doubt, in no event will Purchaser have the right to sue for damages in addition to pursuing one (1) of the two (2) exclusive remedies set forth above. If Purchaser commences an action for specific performance pursuant to clause (i) above, Seller may, by written notice delivered within ten (10) business days after service of process, elect either (A) to proceed to Closing in accordance with this Contract on the date specified in such notice, which shall be no later than ten (10) business days after the notice, or (B) to terminate this Contract and pay Purchaser $1,500,000.00 (the "Buy-Out Payment") within five (5) business days after such notice. If Seller elects clause (B) and timely pays the Buy-Out Payment, (1) Seller shall retain the Property and the Initial Payment Shares, (2) Purchaser shall dismiss the action with prejudice and release any notice of lis pendens within two (2) business days, and (3) the Buy-Out Payment shall be Purchaser's sole and exclusive remedy, and the parties acknowledge that it is an agreed alternative to performance and not a penalty. If Seller fails to make an election or to timely pay, Purchaser may pursue specific performance without limitation. |
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| 12.2 | Purchaser’s Default; Liquidated Damages. In the event Purchaser shall fail or refuse to perform its obligations under this Contract and such failure is not as a result of Seller’s default or a termination of this Contract by Purchaser or Seller pursuant to a right to do so under the provisions of this Contract, and provided that Seller provides notice of such default to Purchaser and such default is not cured within ten (10) days of such notice, Seller shall have the right to terminate this Contract as its sole and exclusive remedy. |
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| 13. | Possession. Possession of the Property shall be delivered by Seller to Purchaser upon Closing subject only to the Permitted Exceptions |
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| 14. | Notices. All notices or other communications required or permitted to be given to a party to this Contract shall be in writing and shall be personally delivered or sent by email, facsimile with written confirmation, or registered or certified mail, postage prepaid, return receipt requested. Each such notice or other communication shall be deemed given, delivered and received upon its actual receipt, except that if it is mailed in accordance with this paragraph, then it shall be deemed given, delivered and received no later than two (2) business days after it is deposited with the United States Postal Service. Any party to this Contract may give notice of a change of its address to the other parties. |
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| 15. | No Third-Party Beneficiaries. Except for Streeterville (and any other affected party as noted in Section 12.1 above), which is an express intended third-party beneficiary of this Contract with respect to all provisions relating to Streeterville’s rights and obligations hereunder, no person or entity shall be deemed to be a third-party beneficiary of this Contract, and nothing in this Contract, whether expressed or implied, shall be deemed to confer any rights to any other third party. |
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| 16. | Entire Agreement. This Contract, including the exhibits hereto, contains the entire agreement between the parties hereto with respect to the subject matter of this Contract and supersedes all prior understandings, agreements, representations and warranties, if any. |
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| 17. | Modification in Writing. This Contract may be modified only by a writing executed by Purchaser and Seller. |
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| 18. | Successors and Assigns. This Contract shall be binding upon and shall inure to the benefit of the parties to it and their respective successors and assigns. |
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| 19. | Further Assurances. Each party to this Contract shall execute all instruments and documents and take all actions as may be reasonably required to effectuate this Contract. |
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| 20. | Governing Law; Venue. The validity, meaning and effect of this Contract shall be determined in accordance with the laws of the State of Iowa. Seller and Purchaser further agree to subject themselves to the exclusive jurisdiction of the courts of the State of Iowa and agree to commence and maintain any lawsuit related to this Contract in such courts. Seller and Purchaser further agree that such courts are a convenient forum. SELLER AND PURCHASER EACH HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO AND AGREES NOT TO REQUEST A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT OR ANY TRANSACTION CONTEMPLATED HEREBY. |
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| 21. | Counterparts. This Contract may be executed by facsimile and in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute but one and the same instrument. |
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| 22. | Assignment. Purchaser’s rights under this Contract shall not be assignable by Purchaser without Seller’s prior written consent, except to a subsidiary of Purchaser. Notwithstanding the foregoing, the Note, the Initial Payment Shares and the Closing Date Preferred Shares will be issued by Edible Garden AG Incorporated. |
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| 23. | Broker’s Commission. Seller and Purchaser each represent that it has not been represented by a broker in this transaction. Seller represents and warrants to Purchaser, and Purchaser represents and warrants to Seller, that no commissions are due and owing to any real estate broker or salesperson in connection with this transaction arising out of its actions. Seller and Purchaser hereby each agree to indemnify, defend and hold the other harmless from and against any claim for any real estate commission or similar fee arising out of its actions concerning the purchase and sale of the Property as contemplated by this Contract. The provisions of this Section 23 shall survive the Closing hereunder. |
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IN WITNESS WHEREOF, Seller and Purchaser have executed this Contract as of the date first written above.
| SELLER: | |||
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| IOWA SHRIMP HOLDINGS, LLC, an Iowa limited liability company |
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| By: | /s/ John Fife | ||
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| John Fife, Manager | |
| PURCHASER:
EDIBLE GARDEN AG INCORPORATED, a Delaware corporation | |||
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| By: | /s/ James Kras |
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| James Kras, Chief Executive Officer |
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[Signature Page to Real Estate Purchase Contract]
| 13 |
EXHIBIT A
REAL ESTATE MORTGAGE
[See attached].
EXHIBIT B
SECURED PROMISSORY NOTE
[See attached].
EXHIBIT C
LEGAL DESCRIPTION OF THE PROPERTY
The real property referred to in this Contract is located in Hamilton County, Iowa and is more particularly described as:
Parcel 1: WAREHOUSE SITE
Lots 1 and 2, except the South 26 feet thereof, Block 7, Jones and Smith's Addition to Webster City, Iowa, and Lot 5, except the South 26 feet thereof and except the East 40 feet thereof; and Lot 6, except the South 26 feet thereof; Lot 1 and the North 6 feet of Lot 7, all in Block 7, Odell & Willson's Addition to Webster City, Iowa; and the South 26 feet of Lots 1 and 2, all of Lots 3 and 4, all in Block 7, Jones and Smith's Addition to Webster City, Iowa; and Lots 1, 2, 3 and 4, all in Block 8, Jones and Smith's Addition to Webster City, Iowa; and Lots 2, 3, 4, and the East 40 feet of Lot 5, the South 26 feet of Lot 5, except the East 40 feet of said Lot 5, the South 26 feet of Lot 6, Lot 7, except the North 6 feet thereof, and all of Lot 8, 9, 10, 11, 12, 13, and 14; all in Block 7, Odell & Willson's Addition to Webster City, Iowa; and Lots 1, 2, 3, 4, and 5, all in Block 8, Odell & Willson's Addition to Webster City, Iowa; and Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13, all in Reserve lying West of Block 8, Odell & Willson's Addition to Webster City, Iowa.
All that part of vacated Merritt Street lying between the West line of Des Moines Street and the East line of Prospect Street in Webster City, Iowa, as platted in Odell & Willson's Addition to Webster City, Iowa, August 4, 1869 and in Jones and Smith's Addition to Webster City, Iowa, February 4, 1872.
All that part of vacated Stockdale Street lying between the West line of Des Moines Street and the East line of Prospect Street in Webster City, Iowa, as platted in Odell & Willson's Addition to Webster City, Iowa, August 4, 1869 and in Jones and Smith's Addition to Webster City, Iowa, February 4, 1872.
Parcel 2: PARKING SITE
The South 52.9 feet of Lot 7 and the North 9.6 feet of Lot 13 and all that part of the vacated alley between Lots 7 and 13, in Block 4, Odell & Willson's Addition to Webster City, Iowa; and Lots 1 and 6, Block 3, Odell and Willson's Addition to Webster City, Iowa; and the South 56.4 feet of Lot 13 and the North 9.9 feet of Lot 14, in Block 4, Odell & Willson's Addition to Webster City, Iowa; and Lot 1 and the North 13.1 feet of Lot 7, in Block 4, Odell and Willson's Addition to Webster City, Iowa; and the South 56.1 feet of Lot 14, Block 4, Odell and Willson's Addition to Webster City, Iowa.
Lots 1 and 2, except the South 67 feet thereof, Block 3, Jones and Smith's Addition to Webster City, Iowa; and the South 67 feet of Lots 1 and 2, Block 3, Jones and Smith's Addition to Webster City, Iowa; and Lot 11 and the South Half of that part of the vacated alley adjoining the same on the North in Block 4, Odell & Willson's Addition to Webster City, Iowa; 2nd Lot 8, Block 4, Odell & Willson's Addition to Webster City, Iowa, and the vacated alley abutting said Lot along the North boundary thereof; the East 40 feet of Lot 2 and all that part of the vacated alley adjoining the same on the South, Block 4, Odell & Willson's Addition to Webster City, Iowa; and the West 50 feet of Lot 3, Block 3, Odell & Willson's Addition to Webster City, Iowa; and Lot 2 and the East 10 feet of Lot 3, Block 3, Odell & Willson's Addition to Webster City, Iowa; and Lot 6, Block 3, Odell and Willson's Addition to Webster City, Iowa, and all of Lot 3 and all of Lot 2 except the East 40 feet of Lot 2, Block 4, Odell and Willson's Addition to Webster City, Iowa and that part of the vacated alley which adjoins that part of Lot 2 as described above on the South, and the North Half of that part of the vacated alley adjoining said Lot 3 on the South; and Lots 3 and 4, except the North 60 feet thereof, Block 4, Jones and Smith's Addition to Webster City, Iowa; the South 54 feet of Lots 1 and 2, Block 4, Jones and Smith's Addition to Webster City, Iowa; and Lot 6, Block 4, Odell & Willson's Addition to Webster City, Iowa; and the North Half of that part of the vacated alley adjoining the same on the South side of said Lot 6; and Lots 1 and 2, except the South 54 feet thereof, Block 4, Jones and Smith's Addition to Webster City, Iowa; and Lots 4 and 5, Block 3, Odell & Willson's Addition to Webster City, Iowa; and the North 60 feet of Lots 3 and 4, Jones and Smith's Addition to Webster City, Iowa, and Lot 12, Block 4, Odell & Willson's Addition to Webster City, Iowa, and Lot 9 and 10, and the South Half of that part of vacated alley adjoining same on the North, all in Block 4, Odell & Willson's Addition to Webster City, Iowa; and Lots 4 and 5 and the North Half of that part of the vacated alley adjoining the same on the South, all in Block 4, Odell & Willson's Addition to Webster City, Iowa.
All that part of vacated Lucas Street lying between the West line of Des Moines Street and the East line of Prospect Street in Webster City, Iowa, as platted in Odell & Willson's Addition to Webster City, Iowa, August 4, 1869, and in Jones and Smith's Addition to Webster City, Iowa, February 4, 1872.
EXHIBIT D
SPECIAL WARRANTY DEED
[See attached].
EXHIBIT E
RECONVEYANCE
[See attached].
EXHIBIT F
SERVICE CONTRACTS
None.
EXHIBIT 10.2
FORM OF SECURED PROMISSORY NOTE
| October __, 2026 | U.S. $3,825,000.00 |
FOR VALUE RECEIVED, EDIBLE GARDEN AG INCORPORATED, a Delaware corporation (“Borrower”), hereby unconditionally promises to pay to STREETERVILLE CAPITAL, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), unless sooner paid or payable as herein provided, the principal sum of $3,825,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is five (5) years after the Effective Date (the “Maturity Date”) in accordance with the terms set forth herein. This Secured Promissory Note (this “Note”) is issued and made effective as of the date set forth above (the “Effective Date”). This Note is issued pursuant to that certain Real Estate Purchase Contract dated September 30, 2026, by and between Borrower and Iowa Shrimp Holdings, LLC (the “Purchase Contract”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
1. Note Terms.
1.1. Payment. All payments owing hereunder shall be in lawful money of the United States of America as provided for herein and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) Lender’s reasonable costs of collection, if any, then to (b) fees and charges hereunder, if any, then to (c) accrued and unpaid interest hereunder, and thereafter, to (d) principal hereunder.
1.2. Prepayment. During the first two (2) years following the Effective Date, Borrower may not pay all or any portion of the Outstanding Balance earlier than it is due without Lender’s written consent. Thereafter, Borrower may pay all or any portion of the Outstanding Balance earlier than it is due without penalty. Early payments of less than all principal, fees and interest outstanding will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s remaining obligations hereunder. Notwithstanding the foregoing, Borrower may prepay this Note in its entirety in connection with a Fundamental Transaction approved by Lender. Subject to the foregoing, if Borrower exercises its right to prepay this Note in connection with an approved Fundamental Transaction during the first two (2) years following the Effective Date, Borrower shall make payment to Lender of an amount in cash equal to 120% multiplied by the Outstanding Balance.
1.3. Interest. Interest will accrue on the Outstanding Balance at the rate of eight percent (8%) per annum from the Effective Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months and shall compound daily. All accrued interest shall be paid in kind by being automatically added to and capitalized as part of the Outstanding Balance, and no cash payments of interest shall be required during the term of this Note.
1.4. Monitoring Fee. In the event this Note is outstanding on the one (1) year anniversary of the Effective Date (the “Calculation Date”), then Borrower will be charged a one-time fee to cover Lender’s accounting, legal and other costs incurred in monitoring this Note equal to five percent (5%) of the then-current Outstanding Balance (the “Monitoring Fee”). The Monitoring Fee will automatically be added to the Outstanding Balance on the Calculation Date without any further action by either party.
2. Security. This Note is secured by the New Mortgage (as defined in the Purchase Contract).
3. Monthly Amortization Payments. Commencing on the date that is two (2) years following the Effective Date (the “Amortization Commencement Date”), and continuing on the same day of each calendar month thereafter (each, a “Payment Date”) until the Maturity Date or earlier payment, Borrower shall pay to Lender consecutive monthly installments of principal, each in an amount equal to 1/60th of the Outstanding Balance as of the Amortization Commencement Date (the “Monthly Amortization Payment”), calculated on the basis of a five (5)-year (60-month) straight-line amortization schedule. For the avoidance of doubt, no cash payments of principal or interest shall be due or payable prior to the Amortization Commencement Date, except as otherwise provided in this Note, and all accrued interest shall continue to be paid in kind and added to the Outstanding Balance both before and after the Amortization Commencement Date. Each Monthly Amortization Payment shall be due and payable on the applicable Payment Date, commencing with the Payment Date occurring on or immediately following the Amortization Commencement Date. If any Payment Date is not a Trading Day, the Monthly Amortization Payment otherwise due on such date shall instead be due and payable on the next succeeding Trading Day.
4. Trigger Events, Defaults and Remedies.
4.1. Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower makes a general assignment for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against Borrower and is not dismissed, discharged, or stayed within sixty (60) days; (g) Borrower enters into a definitive agreement that contemplates a Fundamental Transaction that does not include as a condition to closing the full repayment of this Note, or Borrower consummates a Fundamental Transaction where this Note is not repaid in full at the closing of such Fundamental Transaction; (h) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Contract), other than those specifically set forth in this Section 4.1; (i) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; or (j) Borrower or any subsidiary of Borrower, breaches any covenant or other term or condition contained in any Other Agreements that entitles Lender (or an affiliate of Lender) to terminate any such Other Agreements or to accelerate the obligations of Borrower or any subsidiary of Borrower under such Other Agreement (including, without limitation, the New Mortgage), subject to applicable grace periods, if any. Upon the occurrence of any event set forth in 4.1(b) – (j) above, such event will not be considered a Trigger Event if cured within five (5) days of the occurrence thereof.
4.2. Trigger Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding Balance by applying the Trigger Effect (subject to the limitation set forth below).
4.3. Defaults. At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower demanding that Borrower cure the Trigger Event within five (5) Trading Days. If Borrower fails to cure the Trigger Event within the required five (5) Trading Day cure period, the Trigger Event will automatically become an event of default hereunder (an “Event of Default”).
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4.4. Default Remedies. At any time and from time to time following the occurrence and during the continuance of an Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (b) – (f) of Section 4.1, an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become an Event of Default. At any time following the occurrence and during the continuance of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law (“Default Interest”), and Lender, at its election, may commence an action of foreclosure or any other rights and remedies available to it under the New Mortgage. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.
5. Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset, counterclaim, defense or recoupment it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note.
6. Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.
7. Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Iowa, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Iowa or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Iowa. The provisions set forth in the Purchase Contract to determine the proper venue for any disputes are incorporated herein by this reference.
8. WAIVER OF JURY TRIAL. WAIVER OF THE RIGHT TO TRIAL BY JURY. THE BORROWER AND, BY ITS ACCEPTANCE HEREOF, THE LENDER, HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, IN ANY MANNER CONNECTED WITH THIS NOTE OR ANY TRANSACTIONS HEREUNDER. NO OFFICER OF THE LENDER HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.
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9. Cancellation. After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be deemed cancelled, and shall not be reissued.
10. Amendments. The written consent of both parties hereto shall be required for any change or amendment to this Note.
11. Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned or transferred by Lender to any of its affiliates without the consent of Borrower.
12. Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given at the corporate headquarters of the respective parties.
13. Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages.
14. Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
[Remainder of page intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.
| BORROWER:
EDIBLE GARDEN AG INCORPORATED | |||
| By: | |||
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| James Kras, Chief Executive Officer | |
ACKNOWLEDGED, ACCEPTED AND AGREED:
LENDER:
STREETERVILLE CAPITAL, LLC
| By: |
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| John Fife, President |
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[Signature Page to Secured Promissory Note]
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ATTACHMENT 1
DEFINITIONS
For purposes of this Note, the following terms shall have the following meanings:
A1. “1934 Act” means the Securities Exchange Act of 1934, as amended.
A2. “Common Shares” means shares of Borrower’s common stock, par value $0.0001 per share.
A3. “Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation) any other person or entity, (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person or entity, (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase contract or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase contract or other business combination), (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Common Shares or preferred shares, other than an increase or decrease (in connection with a reverse split) in the number of authorized Common Shares or preferred shares, (vi) Borrower transfers any material asset to any subsidiary, affiliate, person or entity under common ownership or control with Borrower, or (vii) Borrower pays or makes any monetary or non-monetary dividend or distribution to its shareholders; or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.
A4. “Mandatory Default Amount” means the Outstanding Balance following the application of the Trigger Effect.
A5. “Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material agreement.
A6. “Outstanding Balance” means, as of any date of determination, the sum of (a) the original principal balance, as reduced or increased pursuant to the terms hereof for payment, offset, or otherwise, plus (b) accrued but unpaid interest, plus (c) reasonable collection and enforcement costs (including reasonable attorneys’ fees) incurred by Lender, plus (d) the Monitoring Fee, plus (e) transfer, stamp, and any other fees or charges incurred under this Note.
A7. “SEC” means the United States Securities and Exchange Commission.
A8. “Trading Day” means any day on which Borrower’s principal trading market (or such other principal market for the Common Shares) is open for trading.
A9. “Trigger Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by five percent (5%) for each occurrence of a Trigger Event, and then adding the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred; provided, however, that the Trigger Effect may only be applied for the first two (2) occurrences of a Trigger Event.
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EXHIBIT 99.1
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Edible Garden Purchases a 6.2 Acre Building in Webster City, Iowa to Develop 100+ Million Unit Ready-to-Drink Manufacturing Platform
Strategic Iowa Facility Expected to Leverage Tetra Pak Technology to Scale Prairie Hills Location, Drive Long-Term Growth, Local Economic Incentives and Significant Job Creation to Build Scalable Manufacturing Infrastructure
BELVIDERE, NJ, October 1, 2026 — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), organic and sustainable produce, and developer of the Zero-Waste Inspired® mission and Farm-to-Formula® platform, today announced that it has entered into a Real Estate Purchase Contract to acquire the Webster City, Iowa property that is being developed as the Company’s Prairie Hills ready-to-drink (“RTD”) manufacturing facility. Under the agreement, Edible Garden will acquire the property from Iowa Shrimp Holdings, LLC which includes the real estate, buildings, and improvements, as well as specified equipment, fixtures and other property associated with the site. Upon completion, the acquisition would transition Edible Garden from tenant to owner of the Prairie Hills property, providing the Company with long-term control over a strategic manufacturing asset that is expected to play a key role in the continued expansion of its Farm-to-Formula® platform.
The acquisition would further align Edible Garden’s ownership of the property with the investments being made to establish Prairie Hills as a scalable RTD manufacturing platform. The facility is being developed to support commercial production across protein, functional wellness, and other clean-label nutrition categories, including both Edible Garden branded products and private-label manufacturing opportunities. The Company’s previously announced plans contemplate large-scale production of shelf-stable nutritional beverages and significant private-label opportunities at the facility.
“Acquiring the Prairie Hills property would represent an important step in the continued development of our Farm-to-Formula® platform,” said Jim Kras, Chief Executive Officer of Edible Garden. “We have been systematically putting the pieces in place to build a scalable RTD and clean nutrition manufacturing platform in Webster City. Moving from tenant to owner would give us greater long-term control over this critical infrastructure and further align the facility with the significant investments we are making in manufacturing capabilities, product development, and commercialization.”
“Our vision for Prairie Hills extends well beyond any single product or customer. We are building a flexible manufacturing platform designed to support clean-label, functional and protein-based beverages on a commercial scale. We believe ownership of the facility would strengthen that platform, provide greater operational flexibility, and establish an important long-term foundation for the development and commercialization of higher-value, shelf-stable nutrition products,” concluded Mr. Kras.
Prairie Hills is designed to extend Edible Garden’s vertically integrated capabilities beyond its established fresh-produce operations and further into value-added consumer products and nutrition. The Company’s Farm-to-Formula® strategy is intended to connect its agricultural expertise and clean-label product development capabilities with formulation, advanced manufacturing, and retail distribution. Edible Garden believes ownership of the Webster City property would provide greater control over an asset central to that strategy while supporting continued investment in the facility and its manufacturing infrastructure.
The transaction includes the real estate, buildings, and improvements, as well as specified equipment, fixtures and other property associated with the site. The acquisition remains subject to customary due diligence and closing conditions, and upon closing, Edible Garden would take possession of the property, with title conveyed to the Company or a wholly owned subsidiary.
ABOUT EDIBLE GARDEN®
Edible Garden AG Incorporated is a leader in controlled environment agriculture (CEA), delivering organic, better-for-you, sustainable produce and products through its Zero-Waste Inspired® next-generation farming model. Available in over 6,000 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. The Company is also expanding its Prairie Hills facility in Webster City, Iowa, into a dedicated ready-to-drink (RTD) clean nutrition manufacturing hub, supporting its Farm-to-Formula® strategy and its transformation into higher-margin, shelf-stable nutrition categories.
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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, is a multi-year participant in Walmart’s Project Gigaton and a Giga Guru designee and has received NRG’s Excellence in Energy Award for its commitment to measurable environmental performance and energy stewardship. 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.
Forward-Looking Statements
This press release 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. Forward-looking statements include all statements that do not relate solely to historical or current facts, including, without limitation, statements regarding the proposed acquisition of the Prairie Hills property; the timing and completion of the acquisition; the satisfaction of due diligence and closing conditions; the anticipated benefits of owning the property; the development, financing, commissioning and operation of the Prairie Hills facility; the anticipated use of Tetra Pak technology; projected production capacity; the development and commercialization of ready-to-drink, protein, functional wellness and other clean-label nutrition products; anticipated private-label manufacturing opportunities, local economic incentives and job creation; and the expansion of the Company’s Farm-to-Formula® platform. Forward-looking statements may be identified by words such as “may,” “will,” “would,” “could,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “potential,” “continue,” “designed” and similar expressions. Forward-looking statements are based on information currently available to the Company and management’s current plans, assumptions and expectations. They are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that the acquisition may not close on the anticipated terms or timeline, or at all; the failure to satisfy closing conditions; adverse due diligence findings; title, environmental, regulatory or other issues affecting the property; the availability and cost of financing, equipment, technology, labor, utilities and raw materials; construction, installation, permitting, commissioning, supply-chain and production delays or cost overruns; the Company’s ability to successfully operate the facility, achieve anticipated capacity and efficiencies, commercialize products, secure customers and private-label opportunities, obtain anticipated incentives and create expected jobs; market demand and competition; the Company’s liquidity and capital requirements; and the other risks described in the Company’s filings with the Securities and Exchange Commission, including under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although the Company believes its expectations are reasonable, it cannot guarantee future results, performance or achievements. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events, changed circumstances or otherwise.
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.
Investor Contacts:
Crescendo Communications, LLC
212-671-1020
EDBL@crescendo-ir.com
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