Edible Garden AG Inc 8-K, filed Nov 9, 2023
Edible Garden AG Inc (EDBL)
About this 8-K
Edible Garden AG Inc filed this 8-K on November 9, 2023, reporting on events of November 6, 2023.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- 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):
|
(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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 6, 2023, Edible Garden AG Incorporated (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation (the “Charter”) to increase the total number of authorized shares of capital stock of the Company from 20,000,000 to 110,000,000 and to increase the total authorized shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from 10,000,000 shares to 100,000,000 shares. Following this approval, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on November 7, 2023. The effective date of the Certificate of Amendment is November 10, 2023. The effectiveness of the Certificate of Amendment does not have any effect on the voting power or other rights of stockholders, and it will not have any dilutive effect on the proportionate voting power of existing stockholders unless additional shares are issued.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the proposals set forth below were submitted to the Company’s stockholders. The number of shares of Common Stock entitled to vote at the Special Meeting was 5,702,808. The number of shares of Common Stock present or represented by proxy at the Special Meeting was 3,517,605. There were no broker non-votes at the Special Meeting. The voting results for the proposals were as follows:
1. Proposal 1: The Company’s stockholders approved the Certificate of Amendment to increase the total number of authorized shares of capital stock of the Company from 20,000,000 to 110,000,000 and to increase the total authorized shares of Common Stock of the Company from 10,000,000 to 100,000,000. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below.
For |
| Against |
| Abstain |
3,010,950 |
| 451,930 |
| 54,725 |
2. Proposal 2: The Company’s stockholders approved an amendment to the Charter to effect a reverse stock split of the Common Stock in a range of not less than one-for-five shares but not more than one-for-fifty shares, at the discretion of the board of directors. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below.
For |
| Against |
| Abstain |
3,054,884 |
| 425,530 |
| 37,191 |
3. Proposal 3: The Company’s stockholders approved a proposal to adjourn the Special Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of Proposal 1 and Proposal 2 if there were not sufficient votes at the time of the Special Meeting to adopt Proposal 1 and/or Proposal 2 or to establish a quorum. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below.
For |
| Against |
| Abstain |
3,038,270 |
| 426,131 |
| 53,204 |
Because Proposals 1 and 2 were approved by the Company’s stockholders, an adjournment of the Special Meeting was not necessary.
2 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| Certificate of Amendment to the Certificate of Incorporation filed November 7, 2023 | |
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: November 9, 2023 | /s/ Michael James |
| |
| Name: | Michael James |
|
| Title: | Chief Financial Officer |
|
4 |
EXHIBIT 3.1
Certificate of Amendment
Of the
Certificate of Incorporation
Of
Edible Garden AG Incorporated
Edible Garden AG Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:
FIRST: The name of the corporation is Edible Garden AG Incorporated (the “Corporation”).
SECOND: The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 12, 2021.
THIRD: Article Four of the Corporation’s Certificate of Incorporation is hereby amended in its entirety to provide as follows:
“The total number of shares of capital stock which the Corporation has authority to issue is One Hundred Ten Million (110,000,000). These shares shall be divided into two classes, with One Hundred Million (100,000,000) shares designated as Common Stock, par value $0.0001 per share (the “Common Stock”) and Ten Million (10,000,000) shares designated as Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).
The Preferred Stock of the Corporation shall be issued by the Board of Directors of the Corporation in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, rights, qualifications, limitations or restrictions of such rights as the Board of Directors of the Corporation may determine from time to time.
Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.
No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for, purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now or hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.”
FOURTH: This Certificate of Amendment shall become effective as of November 10, 2023 at 12:00 a.m. Eastern Time (the “Effective Time”).
FIFTH: This amendment has been duly adopted by the Board of Directors of the Corporation and approved by the Corporation’s stockholders in accordance with Section 242 of the General Corporation Law.
[Signature page follows.]
| 1 |
IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by its duly authorized officer on this seventh day of November 2023.
|
| By: | /s/ James Kras |
|
|
|
| James Kras |
|
|
|
| President and Chief Executive Officer |
|
| 2 |