EDBL 8-K
Edible Garden AG Inc (EDBL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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:
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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 July 28, 2026, Edible Garden AG Incorporated (the “Company”) and Meijer Distribution, Inc. (the “Buyer”) entered into a purchase agreement pursuant to which the Company will supply Buyer-branded products to the Buyer (the “Agreement”) beginning in January 2027. The Agreement replaces the prior agreements between the Company and the Buyer scheduled to expire December 31, 2026.
Under the Agreement, the Company will sell hydroponic, potted, and fresh cut herbs to the Buyer according to per-unit prices set in advance under the Agreement by the Company and the Buyer. The Buyer’s purchases will be in quantities and according to delivery schedules requested by the Buyer. Under the Agreement, the Company and the Buyer will renegotiate the prices for each unit annually. Once set, the pricing terms will remain fixed for the remainder of the year, subject to price adjustments as a result of duties, tariffs or other governmental actions that are supported by Company documentation and approved by the Buyer.
The Agreement will become effective January 1, 2027 and will expire on December 31, 2028. The Buyer may terminate the Agreement (i) without cause upon 60 days’ prior notice, (ii) for cause upon 30 days’ prior written notice of disagreement regarding tariff-related price increases, and (iii) immediately if the Company does not provide the Buyer with products that meet the Buyer’s quality standards. Either party may terminate the Agreement for cause after a 15-day cure period for resolving a breach of the Agreement.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
On August 3, 2026, the Company issued a press release announcing entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
± | Certain information has been omitted from this exhibit in reliance upon Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request. |
# | Certain portions of this exhibit have been omitted (indicated by asterisks) pursuant to Item 601(b) of Regulation S-K because the omitted information is (i) not material and (ii) the type of information that the Company treats as private or confidential. |
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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: August 3, 2026 | By: | /s/ James E. Kras |
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| Name: | James E. Kras |
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| Title: | President and Chief Executive Officer |
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EXHIBIT 10.1
Certain identified information has been excluded from this exhibit (indicated by [**]) because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
PURCHASE AGREEMENT
Fresh From Meijer & True Goodness Herbs
This Purchase Agreement (“Agreement”) dated as of January 1, 2027 (“Effective Date”) is a supplement to the [“Master Terms and Conditions (Rev 07-2023) located at https://vendornet.meijer.com/ (“MTCs”)” or “agreements currently in effect in the VendorNet”] between Edible Garden with its offices at 283 Country Road 519, Belvidere, NJ 07823 (“Company”), and Meijer Distribution, Inc. (“Meijer”).
Company agrees to provide Goods (defined below) in accordance with the terms of this Agreement and the MTCs, which is incorporated in their entirety by reference into this Agreement.
| 1. | GOODS. |
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| The following goods are subject to the terms of this Agreement: | |
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| Fresh From Meijer & True Goodness Herbs (as more fully described in Exhibit A). |
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| 2. | PRICING; PACKAGING. FILL RATE; SUPPORT; PAYMENT TERMS; AND FORCE MAJEURE |
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| (a) | Pricing. Company agrees to provide Meijer with all Goods ordered from time to time. The pricing set forth in Exhibit A is the baseline pricing as of the Effective Date. | |
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| i. | The parties shall review pricing together 60 days prior to the commencement of each year of the Agreement and adjust it up or down based upon market conditions. Once pricing has been mutually established at the beginning of each year, it shall remain fixed for the remainder of that year. |
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| ii. | For each annual price review, Company shall provide Meijer documentation showing its cost line items that comprise Meijer’ s pricing. Meijer shall receive the benefit of any cost reduction in Company’s cost inputs. |
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| iii. | Any price increase proposed by Company must be supported by documentation showing actual cost increases in its cost inputs, and no markup on such increases is permitted by this Agreement. |
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| iv. | In the event of an increase in Company’s costs of acquiring and supplying Goods as a result of duties, tariffs or other government actions, Company will propose a cost increase with supporting documentation to Meijer that is equal to its out-of-pocket cost increase (without any markup). If Meijer approves such cost increase, such increase will go into effect. If Meijer does not agree to the cost increase, Meijer will have the right to either (a) remove the item that is subject to the cost increase from the scope of this Agreement before the cost increase takes effect, or (b) terminate the entire contract upon thirty days’ written notice before any cost increase takes effect. |
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| (b) | Own Brand Packaging. In addition to the requirements set forth in the Vendor Requirements and Reference Guide with respect to packaging design and buy-back obligations, the following shall apply under this Agreement: | |
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| i. | Company shall pay all agreed-upon packaging-related costs (including, but not limited to, design, production, and materials) upon invoice, which is expected to occur approximately three (3) to five (5) months prior to the first shipment, in accordance with the applicable payment terms. |
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| ii. | Any costs associated with federally mandated label changes or Company-initiated label updates shall be borne by Company. |
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| iii. | Upon termination of this Agreement by Meijer (other than for cause), Meijer shall purchase Company’s obsolete item labels and finished goods in an amount equal to the average ninety (90) days of inventory. Such amount shall be calculated by taking the total production volume of each discontinued item during the twelve (12) months immediately preceding termination and dividing that amount by four (4). |
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| (c) | Fill Rate. Company warrants and represents that, during the Term of this Agreement, Company will achieve an average fill rate of [**]% (Fill Rate’) of Meijer’s purchase orders with conforming Goods for each of Meijer’s Fiscal Periods (the Fill Rate Warranty’). | |
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| (d) | Supply and Display Support. Company agrees to support all holiday and peak period shipper programs as designated by Meijer. Company agrees to: | |
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| i. | Maintain sufficient inventory and production capacity to meet forecasted demand; |
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| ii. | Prioritize Company orders to ensure on-time and in-full (OTIF) delivery; |
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| iii. | Support expedited production and shipping, as reasonably requested; and |
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| iv. | Meet agreed service level requirements during such periods. |
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| (e) | Payment Terms. Meijer agrees to pay for all Goods at the terms of Net [**] (or better, if mutually agreed in writing between Meijer and Company), based on Company’s invoice date. | |
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| (f) | Force Majeure. No party to this Agreement shall be required to perform or be liable for failure to perform to the extent that nonperformance is caused by circumstances reasonably beyond the control of the party so affected, including strikes, work stoppages or labor demands or difficulties, labor shortages or inability to procure labor, inability to obtain equipment or materials or supplies, inability to obtain transportation, war, hostilities or national emergency, acts of God, unforeseeable mechanical breakdown, or power failure (“Force Majeure Event”). In the event of the happening of such cause, the party so affected shall give prompt written notice to the other party, stating the period of time the same is expected to continue and shall take all reasonable measures to ensure that the effects of such cause of force majeure are kept as minimal as possible. For the avoidance of doubt, the rise in price for Company to obtain goods, materials, labor and services alone does not constitute a Force Majeure Event if such price increase was reasonably foreseeable at the time of contracting. The party claiming a Force Majeure Event shall substantiate the same by third-party audit at its own expense. | |
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| 3. | FACILITIES. |
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| The Goods will be furnished to the following Meijer location(s) along with such additional locations as may be agreed to by the parties: |
| Meijer Unit | Address | City | State | Zip Code |
| [**] | [**] | [**] | Michigan | [**] |
| [**] | [**] | [**] | Ohio | [**] |
| [**] | [**] | [**] | Wisconsin | [**] |
| [**] | [**] | [**] | Michigan | [**] |
| 4. | TERM. | |
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| Unless terminated sooner as provided below, the term of this Agreement shall commence as of the Effective Date and shall expire on December 31, 2028 (the “Term”). | |
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| 5. | TERMINATION. | |
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| (a) | For Convenience. Meijer, in its sole discretion, may terminate this Agreement at any time for business convenience, without cause, by providing at least 60 days’ prior written notice to Company. |
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| (b) | For Cause with Right to Cure. Either party may terminate this Agreement at any time as a result of the other party’s breach of any provision of the MTCs or this Agreement by sending such party written notice of termination describing the breach. If the breach is not cured within 15 days after receipt of the written notice, the Agreement will then terminate. This subsection does not prevent either party from seeking injunctive relief, including specific performance, against the other from any judicial authority prior to the expiration of the cure period. |
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| (c) | For Cause with No Right to Cure. Either party may immediately terminate this Agreement upon prior written notice to the other party if: (a) the other party ceases to function as a going concern; or (b) a receiver for either party is appointed or applied for; or (c) a petition under any bankruptcy or insolvency Laws or any state receivership Law is filed by or against either party; or (d) either party makes an assignment for the benefit of creditors; or Company fails to provide Meijer with Goods that meet Meijer’s quality standards, in Meijer’s sole discretion. |
[SIGNATURE PAGE TO FOLLOW]
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Meijer and Company have executed this Agreement on the date set forth above.
| Meijer: |
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| Meijer Distribution, Inc. |
| Edible Garden | ||
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| By: | /s/ Dave Torreano |
| By: | /s/ David Ross |
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| Name: | Dave Torreano |
| Name: | David Ross |
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| Title: | Buyer-Produce |
| Title: | Vice President Sales and Marketing |
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| Date: | 07/06/2026 |
| Date: | 07/28/2026 |
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Exhibit A
Goods and Pricing
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EXHIBIT 99.1
Edible Garden Secures Multi-Year Private Label Supply Agreement, Expanding Partnership with Major Midwest Big-Box Retailer
Agreement Broadens Private Label Herb Program Across the Midwest and Further Strengthens Long-Term Retail Growth Strategy
BELVIDERE, NJ, August 3, 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 an expanded multi-year supply agreement with a major Midwest big-box retailer, extending the relationship through December 31, 2028 and significantly broadening its private label fresh herb program across the retailer's Midwest footprint. The extended relationship reflects the Company's continued success in deepening partnerships with leading retailers while growing its private label business and reinforces Edible Garden's position as a trusted supplier of premium, sustainably grown produce.
"We are pleased to further strengthen our relationship with a major Midwest big-box retailer through this expanded multi-year agreement," said Jim Kras, Chief Executive Officer of Edible Garden. "We believe this agreement reflects the confidence leading retailers continue to place in our ability to consistently deliver premium-quality, sustainably grown products backed by dependable execution and year-round supply. Covering more than 20 fresh herbs and specialty products across multiple categories, the program expands consumer access to fresh, sustainably grown culinary herbs and living plants throughout the Midwest. Just as importantly, we believe it demonstrates the strength of our scalable controlled environment agriculture network and strategic grower partnerships, which enable us to provide reliable year-round supply while maintaining the quality, freshness, and food safety standards our retail partners expect.”
"As we expand our Midwest production and distribution capabilities, including our operations in Grand Rapids, Michigan, and Webster City, Iowa, we are enhancing supply chain efficiency and strengthening our ability to support large retail partners with consistent execution. Agreements like this also reinforce the commercial foundation of our business as we advance our Farm-to-Formula® strategy, including the buildout of our Prairie Hills facility, where we are partnering with Tetra Pak to produce higher-margin, shelf-stable ready-to-drink nutrition products. Together, these initiatives are expected to strengthen our operating model, reflect the depth of our customer relationships and advance our long-term strategy of expanding both our branded and private label businesses while creating new avenues for sustainable growth" concluded Mr. Kras.
Edible Garden supports its growing retail footprint through its proprietary GreenThumb 2.0™ software platform, which leverages advanced data analytics and precision agriculture to optimize growing conditions, improve product quality and enhance operational efficiency. Guided by its Zero-Waste Inspired® philosophy, the Company integrates sustainable growing practices designed to minimize waste, maximize resource efficiency, and deliver premium products with exceptional freshness and industry-leading food safety standards. The agreement aligns with the Company's strategy of expanding relationships with key retail partners while increasing penetration of both branded and private label products across strategic U.S. markets.
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.
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.
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.
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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. Words such as “expand,” “extend,” “transform,” “strategy,” “advance,” “create,” “initiative,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. These statements include, without limitation, statements regarding the Company’s ability to expand and strengthen its operations, the development of the Company’s ready-to-drink manufacturing facility in Webster City, Iowa, and the Company’s Farm-to-Formula® strategy. Forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including those described in the “Risk Factors” section and other sections of the Company’s reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contacts:
Crescendo Communications, LLC
212-671-1020
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