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  4. [8-K] Edible Garden AG Inc Reports Material Event

Edible Garden (NASDAQ: EDBL) enacts 1-for-45 reverse stock split effective July 13

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Edible Garden AG Incorporated approved a 1-for-45 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on July 13, 2026. After the split, every 45 existing shares will be combined into one share, while the total number of authorized common shares and the $0.0001 par value will stay the same.

The company’s common stock will continue trading on Nasdaq under the symbol “EDBL” on a post-split basis starting July 13, 2026, and its publicly traded warrants will keep the symbol “EDBLW”. Fractional shares will not be issued; any fractional position will be rounded up to the nearest whole share. The company will make proportional adjustments to warrant exercise prices and share amounts, as well as shares reserved and outstanding under its equity incentive plan, without changing voting rights or other terms of the common stock.

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Edible Garden is consolidating its share count through a 1-for-45 reverse split without changing overall equity value.

The company is implementing a 1-for-45 reverse stock split effective on July 13, 2026. This consolidates outstanding shares into fewer, higher-priced shares but does not alter total authorized shares, par value, or fundamental ownership percentages.

Proportionate adjustments to warrants and equity incentive awards keep these instruments economically equivalent after the split. Fractional shares will be rounded up, slightly increasing share counts for holders with small positions. The filing notes that maintaining the Nasdaq listing is an important consideration tied to the reverse split, so future disclosures about listing status in subsequent reports will be relevant for understanding longer-term implications.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-45 shares Common stock reverse stock split ratio
Effective time 12:01 a.m. Eastern Time Effective time of reverse split on July 13, 2026
Effective date July 13, 2026 Date common stock begins trading on post-split basis
Par value $0.0001 per share Par value of common stock remains unchanged after split
New CUSIP 28059P600 CUSIP identifier for common stock after reverse split
reverse stock split financial
"The Certificate of Amendment effects a reverse stock split of the Company’s common stock"
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.
Certificate of Amendment regulatory
"filed a Certificate of Amendment to amend its Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
equity incentive plan financial
"the number of shares reserved for issuance under the Company’s equity incentive plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
forward-looking statements regulatory
"This report contains “forward-looking statements” within the meaning of Section 27A"
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.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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FAQ

What reverse stock split did Edible Garden (EDBL) approve?
Edible Garden approved a 1-for-45 reverse stock split of its common stock. Every 45 existing shares will be combined into one share, keeping the total authorized shares and $0.0001 par value unchanged for the company’s capital structure.

When does Edible Garden’s 1-for-45 reverse stock split take effect?
The reverse stock split becomes effective at 12:01 a.m. Eastern Time on July 13, 2026. Edible Garden’s common stock will begin trading on a post-split basis on Nasdaq under the existing symbol EDBL when the market opens that same day.

How will fractional shares be handled in Edible Garden’s reverse stock split?
Edible Garden will not issue fractional shares in the reverse stock split. Instead, any fractional share amounts created when 45 shares are combined into one will be rounded up to the nearest whole share, slightly increasing holdings for affected shareholders.

Does the Edible Garden reverse split change authorized shares or par value?
The reverse stock split does not change the total number of authorized common shares or the $0.0001 par value. It only reduces the number of outstanding shares by combining 45 existing shares into one, leaving voting rights and other terms of the stock the same.

What happens to Edible Garden warrants and equity awards after the reverse split?
Edible Garden will make proportionate adjustments to the per-share exercise price and number of shares underlying its warrants, shares reserved under its equity plan, and all outstanding equity awards, so these instruments remain economically consistent with the new share structure.

Will Edible Garden’s Nasdaq ticker symbols change after the reverse stock split?
The company’s Nasdaq symbols will stay the same after the reverse split. Common stock will continue trading under EDBL and publicly traded warrants under EDBLW, with only the common stock’s CUSIP changing to 28059P600.

 

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): July 8, 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 3.03 Material Modification to Rights of Security Holders.

 

On July 8, 2026, Edible Garden AG Incorporated (the “Company”) filed a Certificate of Amendment to amend its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Certificate of Amendment effects a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a ratio of 1-for-45 shares, effective as 12:01 am Eastern Time on July 13, 2026 (the “Reverse Stock Split”). 

 

The Company expects that its Common Stock will begin trading on a post-split basis under the Company’s existing trading symbol, “EDBL,” when the market opens on July 13, 2026. The Company’s publicly traded warrants will continue to be traded under the symbol “EDBLW.” The new CUSIP identifier for the Common Stock following the Reverse Stock Split will be 28059P600 and the CUSIP for the warrants will remain unchanged.

 

As a result of the Reverse Stock Split, every 45 shares of Common Stock will be automatically combined into one share of Common Stock. The total number of authorized shares of Common Stock will remain the same following the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. Proportionate adjustments for the Reverse Stock Split will be made to the per share exercise price and the number of shares issuable upon the exercise of warrants, the number of shares reserved for issuance under the Company’s equity incentive plan, and all then-outstanding awards under the Company’s equity incentive plan, as applicable. The Reverse Stock Split will not change the par value of the Common Stock or modify any voting rights or other terms of the Common Stock.

 

The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

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 “anticipate,” “believe,” “expect,” 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, the anticipated timing and benefits of the Reverse Stock Split, and the Company’s ability to 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, except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to the Certificate of Incorporation, filed July 8, 2026

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: July 9, 2026

 /s/ James E. Kras

 

 

Name:

James E. Kras

 

 

Title:

President and Chief Executive Officer

 

 

 
3

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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