EDBL 8-K
Edible Garden AG Inc (EDBL)
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):
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
| ||||
(Address of principal executive offices) |
| (Zip Code) | ||
Registrant’s telephone number, including area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The | ||
The |
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 8.01 Other Events.
On August 31, 2026, Edible Garden AG Incorporated (the “Company”) received a letter (the “Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share (the “Bid Price Rule”), as required by the Nasdaq Hearings Panel’s decision dated July 27, 2026.
Pursuant to the Letter, the Company will be subject to a “Panel Monitor,” as defined by Nasdaq Listing Rule 5815(d)(4)(B), through August 31, 2027. If the Company fails to satisfy the Bid Price Rule during the one-year monitoring period: (i) the Company will not be permitted to present a compliance plan to Nasdaq’s Listing Qualifications Department (the “Department”), (ii) the Department will not be permitted to grant any additional time for the Company to regain compliance with the deficiency, (iii) the Company will not be afforded an applicable cure or compliance period pursuant to Nasdaq Listing Rule 5810(c)(3), and (iv) the Department will promptly issue a delisting determination. As previously disclosed, the Nasdaq Hearing Panel will also maintain jurisdiction over the Company’s listing through November 23, 2026. During this period, if the Company does not maintain compliance with the Bid Price Rule, the Panel will immediately delist the Company’s securities from Nasdaq. There can be no assurance that the Company will be able to maintain compliance with the Nasdaq Listing Rules during the monitoring period.
On September 2, 2026, the Company issued a press release announcing that it had regained compliance with the Bid Price Rule. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| 2 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| ||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EDIBLE GARDEN AG INCORPORATED |
| |
|
|
| |
Date: September 2, 2026 | By: | /s/ James E. Kras |
|
| Name: | James E. Kras |
|
| Title: | President and Chief Executive Officer |
|
| 4 |
EXHIBIT 99.1
Edible Garden Regains Compliance with Nasdaq Minimum Bid Price Requirement
BELVIDERE, NJ, September 02, 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 received formal notification from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of at least $1.00 per share.
Nasdaq’s determination follows the July 27, 2026 decision of the Nasdaq Hearings Panel (the “Panel”) to grant the Company’s request for continued listing, subject to the Company demonstrating compliance with the minimum bid price requirement. With Nasdaq’s confirmation, the Company has satisfied the bid price condition established by the Panel.
“Regaining compliance with Nasdaq’s minimum bid price requirement is an important development for Edible Garden and allows us to maintain our focus on executing our growth strategy,” said Jim Kras, Chief Executive Officer of Edible Garden. “We have been steadily building a broader platform around our Farm-to-Formula® strategy, including the expansion of our Webster City facility into ready-to-drink manufacturing and our continued push into higher-margin, shelf-stable nutrition categories. We believe these initiatives can meaningfully expand the opportunities available to Edible Garden, and our priority is translating the investments we have made across the business into sustainable long-term future growth.”
In addition to the Panel maintaining jurisdiction over the Company’s listing through November 23, 2026, in accordance with Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from August 31, 2026. During the monitoring period, if the Company is again determined to be noncompliant with the minimum bid price requirement, the Company would not be eligible for an additional compliance or cure period and Nasdaq Staff would issue a delisting determination, which the Company would have the opportunity to appeal to a Nasdaq Hearings Panel.
| 1 |
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.
| 2 |
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 “believe,” “can,” “could,” “expect,” “future,” “will,” “would,” 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 maintain compliance with the Bid Price Rule and Nasdaq’s other continued listing standards, 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
| 3 |