Edible Garden faces Nasdaq delisting over $1 bid rule

Edible Garden AG Incorporated reported that Nasdaq notified the company it no longer meets the $1.00 per share minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) after at least 30 consecutive business days below that level.

Rhea-AI Filing Summary

Edible Garden AG Incorporated reported that Nasdaq notified the company it no longer meets the $1.00 per share minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) after at least 30 consecutive business days below that level. Because the company has completed significant reverse stock splits in the past two years, it is not eligible for an automatic compliance period. Unless it appeals, trading of its securities on Nasdaq will be suspended at the opening of business on June 5, 2026. The company plans to request a hearing before a Nasdaq Hearings Panel by June 3, 2026, which will stay the suspension while the appeal is pending, but there is no assurance Nasdaq will grant additional time or that the company will regain compliance.

Positive

• None.

Negative

• Nasdaq delisting risk disclosed: Edible Garden no longer meets Nasdaq’s $1.00 minimum bid price rule, is ineligible for an automatic compliance period due to prior reverse splits, and faces a potential trading suspension on June 5, 2026 pending an uncertain appeal outcome.

Insights

Equity market structure analyst

Nasdaq non-compliance creates real delisting risk for Edible Garden.

Edible Garden has fallen below Nasdaq’s $1.00 minimum bid requirement for at least 30 consecutive business days. Due to prior reverse stock splits, Nasdaq rules do not allow a standard grace period, making this deficiency more acute than usual.

Nasdaq plans to suspend trading on June 5, 2026, but a timely hearing request by June 3, 2026 will keep the shares and warrants trading while a Nasdaq Hearings Panel reviews the case. The filing notes there is no assurance of extra time or successful remediation.

If the company ultimately cannot satisfy Nasdaq’s listing standards, its securities could move to an over-the-counter venue, typically reducing liquidity and institutional participation. The outcome will depend on the Panel’s decision and any actions the company takes to improve compliance, as reflected in future disclosures.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum bid price requirement: $1.00 per share Non-compliance measurement period: At least 30 consecutive business days Trading suspension date: June 5, 2026 +2 more

5 metrics

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) Bid Price Rule

Non-compliance measurement period At least 30 consecutive business days Period with closing bid below $1.00

Trading suspension date June 5, 2026 Planned Nasdaq suspension at market open absent appeal

Hearing request deadline June 3, 2026 Deadline to request Nasdaq Hearings Panel review

Reverse stock split condition Cumulative ratio > 250-to-1 in two years Triggers ineligibility for standard compliance period

Key Terms

Nasdaq Listing Rule 5550(a)(2), reverse stock split, Bid Price Rule, Nasdaq Hearings Panel, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price"

reverse stock split financial

"because the Company has effected a reverse stock split over the prior one-year period or has effected one or more reverse stock splits"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Bid Price Rule regulatory

"which requires listed companies to maintain a minimum bid price of at least $1 per share (the “Bid Price Rule”)"

Nasdaq Hearings Panel regulatory

"requesting a hearing before a Nasdaq Hearings Panel (the “Panel”)"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

forward-looking statements regulatory

"This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Edible Garden (EDBL) receive a Nasdaq non-compliance notice?

Edible Garden received the notice because its common stock’s closing bid price stayed below $1.00 per share for at least 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 bid price to maintain listing.

What Nasdaq rule is Edible Garden (EDBL) currently failing to satisfy?

Edible Garden is not meeting Nasdaq Listing Rule 5550(a)(2), also called the Bid Price Rule. This rule requires listed companies to keep a minimum bid price of $1.00 per share for their common stock over a specified period.

When could Edible Garden’s (EDBL) stock be suspended from Nasdaq trading?

Nasdaq has stated that Edible Garden’s securities will be suspended from trading at the opening of business on June 5, 2026, unless the company timely appeals the determination by requesting a hearing before a Nasdaq Hearings Panel.

How is Edible Garden (EDBL) responding to the Nasdaq delisting notice?

The company intends to request a hearing before a Nasdaq Hearings Panel by June 3, 2026. Filing this request will automatically stay the suspension, allowing EDBL common stock and warrants to continue trading on Nasdaq during the appeal process.

Will Edible Garden (EDBL) definitely remain listed on Nasdaq after its appeal?

There is no assurance the Nasdaq Hearings Panel will grant Edible Garden extra time or that it will regain compliance. The company explicitly notes uncertainty about meeting all applicable Nasdaq listing criteria even after the hearing process.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 05:00 PM Learn about SEC filing dates

0001809750false00018097502026-05-272026-05-270001809750edbl:CommonStockSharesMember2026-05-272026-05-270001809750edbl:WarrantsToPurchaseCommonStockMember2026-05-272026-05-27iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): May 27, 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

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 27, 2026, Edible Garden AG Incorporated (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for at least 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share (the “Bid Price Rule”).

Under Nasdaq Listing Rule 5810(c)(3)(A)(iv), because the Company has effected a reverse stock split over the prior one-year period or has effected one or more reverse stock splits in the last two years with a cumulative ratio greater than 250 shares to 1, the Company is not eligible for any compliance period to regain compliance with the Bid Price Rule. The Company’s securities will be suspended from trading on Nasdaq at the opening of business on June 5, 2026 unless the Company timely appeals the Staff determination by requesting a hearing before a Nasdaq Hearings Panel (the “Panel”).

The Company has until June 3, 2026 to request a hearing before the Panel. The Company intends to timely request a hearing before the Panel. The hearing request will automatically stay the suspension of the Company’s securities from trading on Nasdaq until further action from the Panel. While the appeal is pending, the Company’s common stock and warrants will continue to trade on the Nasdaq under the symbols “EDBL” and “EDBLW,” respectively. There can be no assurance that the Panel will grant the Company additional time to regain compliance with Nasdaq’s listing standards or that the Company could ultimately meet all applicable criteria for continued listing on Nasdaq.

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “intend,” “could,” and “will,” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain compliance with the Nasdaq Listing Rules and maintain the listing of its securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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: May 29, 2026	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

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Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.0 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.7 KB