Edible Garden (NASDAQ: EDBL) inks Tetra Pak project deals

Rhea-AI Filing Summary

Edible Garden AG Incorporated entered into two Interim Order Agreements with Tetra Pak Inc. to advance its planned production project in Webster City, Iowa. One agreement covers processing equipment, the other covers packaging, and both focus on engineering services and preliminary procurement while a final supply agreement is negotiated.

Under the Processing IOA, Tetra Pak will provide preliminary engineering, design, and procurement-related services, with the aggregate price payable in two equal installments. If a Final Agreement is later signed, these payments will be credited toward that contract. This IOA ends automatically on execution of a Final Agreement or about eight weeks after signing, with the company remaining responsible for services performed and certain costs if it expires or is terminated.

The Packaging IOA covers detailed design and reservation or ordering of long-lead packaging equipment. Its aggregate price is payable within 30 days of invoice, is non‑refundable, and will also be credited under any future Final Agreement. It terminates on the earlier of a Final Agreement or May 19, 2026. Neither IOA requires Tetra Pak to deliver equipment unless a Final Agreement is executed, and both include customary terms on intellectual property, confidentiality, governing law, and liability limits.

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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): March 4, 2026

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: (908) 750-3953

n/a 

(Former Name or Former Address, if Changed Since Last Report)

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 1.01 Entry into a Material Definitive Agreement

On March 4, 2026, Edible Garden AG Incorporated (the “Company”, “we” or “us”), entered into two Interim Order Agreements (the “IOAs”) with Tetra Pak Inc. (“Tetra Pak”).

Processing IOA

One of the IOAs (the “Processing IOA”) relates to the initiation of engineering services and preliminary procurement activities in connection with processing equipment for the Company’s anticipated production project at its facility in Webster City, Iowa (the “Project”). Under the Processing IOA, Tetra Pak has agreed to perform certain preliminary engineering, design and procurement-related services intended to allow the parties to proceed with the Project while they negotiate a final supply agreement (the “Final Agreement”).

The aggregate price for the services under the Processing IOA is payable in two equal installments, with an initial payment due within 30 days of invoice and the second installment due 30 days thereafter. If the parties enter into a Final Agreement, amounts paid under the Processing IOA will be credited against amounts payable under the Final Agreement.

The Processing IOA will terminate automatically upon the earlier of (i) execution of a Final Agreement or (ii) approximately eight weeks following execution of the Processing IOA, unless earlier terminated by the Company. If the Processing IOA expires or is terminated without a Final Agreement being executed, Tetra Pak is generally required to cancel any equipment orders placed pursuant to the Processing IOA, subject to the Company’s obligation to pay for services performed and certain costs incurred prior to termination.

Packaging IOA

The second IOA (the “Packaging IOA”) relates to the initiation of engineering services and preliminary procurement activities in connection with packaging for the Project. The Packaging IOA provides for the commencement of detailed design work and the reservation or ordering of certain long‑lead equipment items while the parties continue to negotiate a Final Agreement governing the full scope of equipment supply.

The aggregate price for the services under the Packaging IOA is payable within 30 days of invoice and is not refundable. The amount payable under the Packaging IOA represents a portion of the anticipated total equipment price and, if a Final Agreement is executed, will be applied as a credit toward amounts due under such Final Agreement.

The Packaging IOA will terminate automatically upon the earlier of (i) execution of a Final Agreement or (ii) May 19, 2026, unless earlier terminated by the Company. If the Packaging IOA is terminated or expires without a Final Agreement being executed, Tetra Pak will have no obligation to deliver equipment, and the Company may be required to pay for services performed and certain costs incurred prior to termination, subject to the terms of the Packaging IOA.

Additional Terms

Each IOA provides that no equipment will be delivered unless and until the parties enter into a Final Agreement. The IOAs also contain customary provisions regarding intellectual property, confidentiality, governing law (Texas), and limitations of liability applicable to the interim services provided thereunder.

The foregoing descriptions of the Processing IOA and the Packaging IOA do not purport to be complete and are qualified in their entirety by reference to the full text of the Processing IOA and the Packaging IOA, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8‑K and are incorporated herein by reference. 

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1*		Interim Order Agreement, by and between the Company and Tetra Pak Inc., dated as of March 4, 2026 for processing.
10.2*		Interim Order Agreement, by and between the Company and Tetra Pak Inc., dated as of March 4, 2026 for packaging.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain terms in the Processing IOA and the Packaging IOA have been omitted from this Current Report on Form 8‑K and from the exhibits filed herewith pursuant to Item 601(b)(10)(iv) of Regulation S‑K because they are not material and are the type of information that the Company treats as private or confidential.

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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: March 10, 2026	By:	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

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FAQ

What did Edible Garden (EDBL) announce in its latest 8-K?

Edible Garden entered two Interim Order Agreements with Tetra Pak to begin engineering and preliminary procurement for processing and packaging equipment at its Webster City, Iowa project, ahead of negotiating a full equipment supply agreement.

What is the purpose of Edible Garden’s Processing Interim Order Agreement with Tetra Pak?

The Processing IOA allows Tetra Pak to start preliminary engineering, design, and procurement services for processing equipment at Edible Garden’s Webster City project, so work can proceed while both parties negotiate a more comprehensive Final Agreement for full equipment supply.

How will payments under the Processing IOA and Packaging IOA be treated for Edible Garden (EDBL)?

Payments under both the Processing IOA and Packaging IOA are intended as credits toward any later Final Agreement with Tetra Pak. The Processing IOA is paid in two installments, while the Packaging IOA price is payable within 30 days of invoice and is non‑refundable.

When do Edible Garden’s Interim Order Agreements with Tetra Pak terminate?

The Processing IOA ends on execution of a Final Agreement or about eight weeks after signing. The Packaging IOA terminates on the earlier of a Final Agreement or May 19, 2026, unless Edible Garden terminates either agreement earlier under its terms.

Does Tetra Pak have to deliver equipment under Edible Garden’s Interim Order Agreements?

Tetra Pak has no obligation to deliver equipment under the Interim Order Agreements alone. Equipment delivery will only occur if Edible Garden and Tetra Pak later execute a Final Agreement governing the full scope of equipment supply for the Webster City project.

What obligations might Edible Garden (EDBL) have if no Final Agreement is signed with Tetra Pak?

If no Final Agreement is executed and an Interim Order Agreement terminates or expires, Edible Garden may still need to pay for services Tetra Pak has performed and certain costs incurred before termination, as specified in each agreement’s terms.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 INTERIM ORDER AGREEMENT 59.0 KB
• EX-10.2 INTERIM ORDER AGREEMENT 51.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.6 KB