EDBL 8-K/A
Edible Garden AG Inc (EDBL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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(State or other jurisdiction of incorporation) |
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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:
| 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) | |
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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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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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.
EXPLANATORY NOTE
On May 14, 2025, the Edible Garden AG Incorporated (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) with the Securities and Exchange Commission. The Form 8-K furnished as Exhibit 99.2 an Unaudited Pro Forma Balance Sheet as of March 31, 2025 (the “Pro Forma Financials”) to illustrate the expected impact to the Company’s balance sheet of the issuance of a series of preferred stock and other related transactions described in the Form 8-K. In connection with the Company’s compilation of its financial statements for the quarter ended June 30, 2025, the Company has concluded that the preferred stock should have been classified on the balance sheet in the Pro Forma Financials as mezzanine equity instead of permanent equity. Accordingly, stockholders should not rely on the Pro Forma Financials. The Company will present an updated balance sheet in its Form 10-Q for the quarterly period ended June 30, 2025. The Company is amending the Form 8-K to remove the Pro Forma Financials furnished as Exhibit 99.2. There are no other changes to the Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
# | Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. |
+ | Management contract or compensatory arrangement. |
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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 13, 2025 | /s/ James E. Kras | ||
| Name: | James E. Kras |
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| Title: | President and Chief Executive Officer |
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