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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/20/24 Edible Garden AG Inc. 8-K:1,2,9 3/14/24 13:319K Discount Edgar/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-10.1 Standard Merchant Cash Advance Agreement HTML 129K 8: R1 Cover HTML 52K 10: XML IDEA XML File -- Filing Summary XML 12K 13: XML XBRL Instance -- edbl_8k_htm XML 21K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.CAL XBRL Calculations -- edbl-20240314_cal XML 8K 7: EX-101.DEF XBRL Definitions -- edbl-20240314_def XML 16K 4: EX-101.LAB XBRL Labels -- edbl-20240314_lab XML 49K 6: EX-101.PRE XBRL Presentations -- edbl-20240314_pre XML 36K 3: EX-101.SCH XBRL Schema -- edbl-20240314 XSD 20K 11: JSON XBRL Instance as JSON Data -- MetaLinks 14± 20K 12: ZIP XBRL Zipped Folder -- 0001477932-24-001371-xbrl Zip 39K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 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): i March 14, 2024
i EDIBLE GARDEN AG INCORPORATED |
(Exact name of registrant as specified in its charter) |
i Delaware | i 85-0558704 | |||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
i 283 County Road 519, i Belvidere, i New Jersey |
| i 07823 | ||
(Address of principal executive offices) |
| (Zip Code) | ||
Registrant’s telephone number, including area code: ( i 908) i 750-3953
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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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 |
i Common Stock, par value $0.0001 per share | i EDBL | The i Nasdaq Stock Market LLC |
i Warrants to purchase Common Stock | i EDBLW | The i 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 i ☒
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. i ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 14, 2024, Edible Garden AG Incorporated (the “Company”) entered into a standard merchant cash advance agreement (the “Agreement”) with Cedar Advance LLC (“Cedar”), dated as of March 12, 2024, pursuant to which the Company sold to Cedar $1,491,000 of its future accounts receivable for a purchase price of $1,050,000, less fees and expenses of $50,000, for net funds provided of $1,000,000.
Pursuant to the Agreement, Cedar is expected to withdraw $53,250 a week directly from the Company’s bank account until the $1,491,000 due to Cedar under the Agreement is paid in full. To secure the Company’s obligations under the Agreement, the Company granted Cedar a security interest in all accounts, including all deposit accounts, accounts receivable, and other receivables, and proceeds as those terms are defined by Article 9 of the Uniform Commercial Code (the “Collateral”). In addition, the Company agreed not to incur, directly or indirectly, any lien on or with respect to the Collateral. In the event of a default (as defined in the Agreement), Cedar, among other remedies, can enforce its security interest in the Collateral and demand payment in full of the uncollected amount of receivables purchased plus all fees due under the Agreement.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| ||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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: March 20, 2024 | By: | /s/ James E. Kras |
|
| Name: |
| |
| Title: | President and Chief Executive Officer |
|
| 3 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/20/24 | None on these Dates | ||
| For Period end: | 3/14/24 | |||
| 3/12/24 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/24 Edible Garden AG Inc. S-1 3:588K Discount Edgar/FA 4/01/24 Edible Garden AG Inc. 10-K 12/31/23 79:5.6M Discount Edgar/FA |