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EDIBLE GARDEN
Edible Garden AG Incorporated
2023 Annual Report
UNITED STATES
SECURITIES AND EXCHANGECOMMISS ION
Washington, D.C. 20549
FORM
10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For the fiscal year ended December 31, 2023
0 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
1934
Commission File Number: 001-41371
EDIBLE GARDEN AG INCORPORATED
(Exact name of registrant as specified in ils charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
85-0558704
(LRS. Employer
Identification No.)
283 County Road 519
Belvidere, NJ 07823
(Address of principal executive offices) (Zip Code)
(908) 750-3953
(Registrant   s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Common Stock, par value $0.0001 per share
EDBL
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Warrants to purchase Common Stock
EDBLW
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
D1 No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes 0 No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the regis tant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days: Yes Kl No 0
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes K) No 0
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a srmller reporting company or an emerging
growth company. See definitions of    large accelerated filer,       accelerated filer    and    smaller reporting company    and    emerging growth company    in Rule 12b-2 of
the Exchange Act (Check one):
Large Accelerated filer
Non-accelerated filer
Emerging growth company
Oo
Accelerated filer
Smaller reporting company
Oo
Ifan 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
accounting standards provided pursuant to Section 13 (a) of the Exchange Act. 0
Indicate by check mark whether the registrant has filed a report on and attestation to ils management   s assessment of the effectiveness of ils internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audil report.
im
Ifsecurilies are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction ofan error to previously issued financial statements. 0
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant   s executive officers during the relevant recovery period pursuant to    240.10D-1(b). 0
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes D No
The aggregate market value of the voting and non-voting common equily held by non-affiliates computed by reference to the price at which the common equity was
last sold on June 30, 2023 (the last business day of the registrant's most recently completed second fiscal quarter), was approximately $3.4 million.
As of March 25, 2024, the registrant had 6,036,397 shares of Common Stock, $0.0001 par value per share, outstanding.
EDIBLE GARDEN AG INCORPORATED
ANNUAL REPORT ON FORM 10-Ix
TABLE
OF CONTENTS
PARTI
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved StaffComments
Item2. Properties
Item3. Legal Proceedings
ltem4. Mine Safety Disclosures
PARTI
Item5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equily Securities
Item6. Reserved
Item7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
ltem7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART Ill
Item 10, Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16, Form 10-K Summary
SIGNATURES
Page
74
76
TT
Table of contents
When we use the terms    Edible Garden,    the    Successor,   
context otherwise requires.
99
rn OF
   we. >
us,    or    our,    we are referring to Edible Garden AG Incorporated and ils subsidiaries, unless the
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements. All statements other than statements of historical facts, including statements
regarding our future resulis of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking
statements. The words    anticipate,       assume,       believe,    97 66    could,    27 66,    estumate,    2 6    expect,       forecast,       goal,       intend,       may,       plan,       potential,       outlook,   
   should,       strategy,       strive,       will,       would,    and similar expressions are intended to identify forward-looking statements. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including:










our history of losses and our ability to continue as a going concer;
our ability to obtain additional financing to fund our operations;
the departure of members of our management team,
our ability to continue to access and operate our Belvidere, New Jersey facility;
our ability to regain compliance with the listing standards of Nasdaq;
our market opportunity;
our ability to effectively manage our growth;
our abilily to integrate business acquisitions;
the effects of increased competition as well as innovations by new and existing competitors in our market;
our ability to retain our existing customers and to increase our customer base;
the future growth of the indoor agriculture industry and demands of our customers;
our ability to maintain, or strengthen awareness of, our brand;
our ability to expand the product lines we offer;
our ability to maintain, protect, and enhance our intellectual property;
future revenue, hiring plans, expenses and capital expenditures;
our ability to comply with new or modified laws and regulations that currently apply or become applicable to our business;
our ability to recruit and retain key employees and management personnel;
our financial performance and capital requirements;
the material weaknesses in our internal control over financial reporting and the potential insufficiency of our disclosure controls and procedures to
detect errors or acts of fraud; and
the potential lack of liquidity and trading of our securities.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this report. We have based these forward-looking
statements largely on our current expectations about future events and financial trends that we believe may affect our financial condition, results of operations,
business strategy, short term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of
risks, uncertainties and assumptions, including those described in    Risk Factors.    Moreover, we operate in a very compelilive and rapidly changing environment.
New risks emerge from time to time. Il is not possible for our management to predict all risks, nor can we assess the impact ofall factors on our business or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may nuke. In
light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could
differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Allhough we believe that the expectations reflected in the forwardlooking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forwardlooking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason afier the date of this
report to conform these statements to actual results or to changes in our expectations.
You should read this report and the documents that we reference and have filed with the Securities and Exchange Commission (   SEC   ) as exhibits to our
report with the understanding that our actual future results, levels of activily, performance and events and circumstances may be materially different from what we
expect.
 • shareholder letter icon 7/2/2024 Letter Continued (Full PDF)
 • stockholder letter icon More "Agriculture & Farm Products" Category Stockholder Letters
 • Benford's Law Stocks icon EDBL Benford's Law Stock Score = 56


EDBL Shareholder/Stockholder Letter Transcript:

EDIBLE GARDEN
Edible Garden AG Incorporated
2023 Annual Report


UNITED STATES
SECURITIES AND EXCHANGECOMMISS ION
Washington, D.C. 20549
FORM
10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For the fiscal year ended December 31, 2023
0 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
1934
Commission File Number: 001-41371
EDIBLE GARDEN AG INCORPORATED
(Exact name of registrant as specified in ils charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
85-0558704
(LRS. Employer
Identification No.)
283 County Road 519
Belvidere, NJ 07823
(Address of principal executive offices) (Zip Code)
(908) 750-3953
(Registrant   s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Common Stock, par value $0.0001 per share
EDBL
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Warrants to purchase Common Stock
EDBLW
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
D1 No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes 0 No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the regis tant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days: Yes Kl No 0
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes K) No 0
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a srmller reporting company or an emerging
growth company. See definitions of    large accelerated filer,       accelerated filer    and    smaller reporting company    and    emerging growth company    in Rule 12b-2 of
the Exchange Act (Check one):
Large Accelerated filer
Non-accelerated filer
Emerging growth company
Oo
Accelerated filer
Smaller reporting company
Oo
Ifan 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
accounting standards provided pursuant to Section 13 (a) of the Exchange Act. 0
Indicate by check mark whether the registrant has filed a report on and attestation to ils management   s assessment of the effectiveness of ils internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audil report.
im
Ifsecurilies are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction ofan error to previously issued financial statements. 0
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant   s executive officers during the relevant recovery period pursuant to    240.10D-1(b). 0
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes D No
The aggregate market value of the voting and non-voting common equily held by non-affiliates computed by reference to the price at which the common equity was
last sold on June 30, 2023 (the last business day of the registrant's most recently completed second fiscal quarter), was approximately $3.4 million.
As of March 25, 2024, the registrant had 6,036,397 shares of Common Stock, $0.0001 par value per share, outstanding.

EDIBLE GARDEN AG INCORPORATED
ANNUAL REPORT ON FORM 10-Ix
TABLE
OF CONTENTS
PARTI
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved StaffComments
Item2. Properties
Item3. Legal Proceedings
ltem4. Mine Safety Disclosures
PARTI
Item5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equily Securities
Item6. Reserved
Item7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
ltem7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART Ill
Item 10, Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16, Form 10-K Summary
SIGNATURES
Page
74
76
TT

Table of contents
When we use the terms    Edible Garden,    the    Successor,   
context otherwise requires.
99
rn OF
   we. >
us,    or    our,    we are referring to Edible Garden AG Incorporated and ils subsidiaries, unless the
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements. All statements other than statements of historical facts, including statements
regarding our future resulis of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking
statements. The words    anticipate,       assume,       believe,    97 66    could,    27 66,    estumate,    2 6    expect,       forecast,       goal,       intend,       may,       plan,       potential,       outlook,   
   should,       strategy,       strive,       will,       would,    and similar expressions are intended to identify forward-looking statements. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including:










our history of losses and our ability to continue as a going concer;
our ability to obtain additional financing to fund our operations;
the departure of members of our management team,
our ability to continue to access and operate our Belvidere, New Jersey facility;
our ability to regain compliance with the listing standards of Nasdaq;
our market opportunity;
our ability to effectively manage our growth;
our abilily to integrate business acquisitions;
the effects of increased competition as well as innovations by new and existing competitors in our market;
our ability to retain our existing customers and to increase our customer base;
the future growth of the indoor agriculture industry and demands of our customers;
our ability to maintain, or strengthen awareness of, our brand;
our ability to expand the product lines we offer;
our ability to maintain, protect, and enhance our intellectual property;
future revenue, hiring plans, expenses and capital expenditures;
our ability to comply with new or modified laws and regulations that currently apply or become applicable to our business;
our ability to recruit and retain key employees and management personnel;
our financial performance and capital requirements;
the material weaknesses in our internal control over financial reporting and the potential insufficiency of our disclosure controls and procedures to
detect errors or acts of fraud; and
the potential lack of liquidity and trading of our securities.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this report. We have based these forward-looking
statements largely on our current expectations about future events and financial trends that we believe may affect our financial condition, results of operations,
business strategy, short term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of
risks, uncertainties and assumptions, including those described in    Risk Factors.    Moreover, we operate in a very compelilive and rapidly changing environment.
New risks emerge from time to time. Il is not possible for our management to predict all risks, nor can we assess the impact ofall factors on our business or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may nuke. In
light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could
differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Allhough we believe that the expectations reflected in the forwardlooking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forwardlooking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason afier the date of this
report to conform these statements to actual results or to changes in our expectations.
You should read this report and the documents that we reference and have filed with the Securities and Exchange Commission (   SEC   ) as exhibits to our
report with the understanding that our actual future results, levels of activily, performance and events and circumstances may be materially different from what we
expect.



shareholder letter icon 7/2/2024 Letter Continued (Full PDF)
 

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