Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 21, 2024

 

EDIBLE GARDEN AG INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware		001-41371		85-0558704
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

283 County Road 519, Belvidere, New Jersey				07823
(Address of principal executive offices)				(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

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
Common Stock, par value $0.0001 per share	EDBL	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	EDBLW	The Nasdaq Stock Market LLC

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 21, 2024, at an annual meeting of stockholders (the “Annual Meeting”) of Edible Garden AG Incorporated (the “Company”), the stockholders of the Company approved the Second Amendment (the “Plan Amendment”) to the Company’s 2022 Equity Incentive Plan (the “Plan”) to: (i) increase the number of shares of common stock, par value $0.0001 per share (“common stock”), reserved for issuance thereunder by 650,000 shares, (ii) update the recoupment provisions of the Plan to be consistent with the Company’s Policy for the Recovery of Erroneously Awarded Compensation, and (iii) extend the term of the Plan until August 21, 2034.

 

The full text of the Plan Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Annual 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 Annual Meeting was 3,160,392. The number of shares of common stock present or represented by proxy at the Annual Meeting was 1,530,894. The voting results for the proposals are as follows:

 

1.

The Company’s stockholders elected four directors, each for a one-year term and until their successors have been duly elected and qualified. The number of shares that: (i) voted for the election of each such director; (ii) withheld authority to vote for each such director; and (iii) represented broker non-votes with respect to each such director is summarized in the table below.

 

DIRECTOR NOMINEE		FOR		WITHHELD		BROKER NON-VOTES
James E. Kras		255,673		58,941		1,216,280
Pamela DonAroma		275,713		38,901		1,216,280
Mathew McConnell		265,335		49,279		1,216,280
Ryan Rogers		270,550		44,064		1,216,280

 

2.

The Company’s stockholders ratified the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The number of shares that voted for, against and abstained from voting for the ratification of the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 is summarized in the table below.

 

FOR		AGAINST		ABSTAIN
1,483,710		43,394		3,790

 

3.

The Company’s stockholders approved the Plan Amendment. The table below summarizes the number of shares that voted for, against and abstained from voting on the proposal to approve the Plan Amendment, as well as the number of shares representing broker non-votes with respect to such proposal.

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
218,678		85,616		10,320		1,216,280

 

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4.

The Company’s stockholders approved a proposal to adjourn the Annual Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of Proposal 1, Proposal 2 and/or Proposal 3, if there were not sufficient votes at the time of the Annual Meeting to adopt Proposal 1, Proposal 2 and/or Proposal 3 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
1,310,826		241,667		5,401

 

Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.

 

Because Proposals 1, 2 and 3 were approved by the Company’s stockholders, an adjournment of the Annual Meeting was not necessary.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Second Amendment to the Edible Garden AG Incorporated 2022 Equity Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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
Date: August 23, 2024		/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

 

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null

Cover	Aug. 21, 2024
Document Information Line Items
Entity Registrant Name	EDIBLE GARDEN AG INCORPORATED
Entity Central Index Key	0001809750
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	true
Document Period End Date	Aug. 21, 2024
Entity Ex Transition Period	false
Entity File Number	001-41371
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	85-0558704
Entity Address Address Line 1	283 County Road 519
Entity Address City Or Town	Belvidere
Entity Address State Or Province	NJ
Entity Address Postal Zip Code	07823
City Area Code	908
Local Phone Number	750-3953
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Common Stock Par Value [Member]
Document Information Line Items
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	EDBL
Security Exchange Name	NASDAQ
Warrants to purchase Common Stock [Member]
Document Information Line Items
Security 12b Title	Warrants to purchase Common Stock
Trading Symbol	EDBLW
Security Exchange Name	NASDAQ

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