EDBLW withdraws pro forma financials after preferred stock reclassification

Rhea-AI Filing Summary

Edible Garden AG Incorporated amended a prior current report to remove previously furnished pro forma financials after concluding the company misclassified a newly issued series of preferred stock. The unaudited pro forma balance sheet that had been filed as Exhibit 99.2 treated the preferred stock as permanent equity, but the company now says it should have been presented as mezzanine equity on the balance sheet. Because of that reclassification, the company instructs stockholders not to rely on the removed pro forma financials and says it will present an updated balance sheet in its quarterly filing covering the period ended June 30, 2025. The amendment states there are no other changes to the previously filed report and lists related exhibits, including the Certificate of Designation for Series B Preferred Stock and several transaction agreements.

Positive

• Company corrected disclosure and removed inaccurate pro forma financials, improving transparency
• Commitment to publish an updated balance sheet in the quarterly filing for the period ended June 30, 2025

Negative

• Pro forma balance sheet misclassified Series B preferred stock as permanent equity instead of mezzanine equity
• Investors were explicitly warned not to rely on the previously furnished pro forma financials until updated figures are provided

Insights

Financial Analyst

TL;DR: Reclassification affects balance sheet presentation and investor transparency but does not itself state an operational or cash impact.

The amendment discloses an accounting reclassification—the preferred shares should be shown as mezzanine equity rather than permanent equity in the previously furnished pro forma balance sheet. This affects how investors read the companys equity and liquidity presentation because mezzanine equity sits between liabilities and stockholders equity and can signal different redemption or conversion features. The companys removal of the pro forma and commitment to republish an updated balance sheet in its quarterly filing restores disclosure clarity, though investors must wait for the updated figures to assess the numerical impact.

Corporate Governance Expert

TL;DR: The filing correction demonstrates remediation of a disclosure error; timely amendment is positive for governance and regulatory compliance.

The company identified and corrected a presentation error by withdrawing the pro forma financials and notifying investors that the preferred stock should have been classified as mezzanine equity. Such an amendment indicates internal review processes identified a misclassification and the company is taking remedial disclosure steps. The notice that no other changes were made limits the scope of the correction to presentation rather than underlying transaction terms, but stakeholders should review the forthcoming updated balance sheet for precise effects on equity composition.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 13, 2025

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.  ☐

EXPLANATORY NOTE

On May 14, 2025, the Edible Garden AG Incorporated (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) with the Securities and Exchange Commission. The Form 8-K furnished as Exhibit 99.2 an Unaudited Pro Forma Balance Sheet as of March 31, 2025 (the “Pro Forma Financials”) to illustrate the expected impact to the Company’s balance sheet of the issuance of a series of preferred stock and other related transactions described in the Form 8-K. In connection with the Company’s compilation of its financial statements for the quarter ended June 30, 2025, the Company has concluded that the preferred stock should have been classified on the balance sheet in the Pro Forma Financials as mezzanine equity instead of permanent equity. Accordingly, stockholders should not rely on the Pro Forma Financials. The Company will present an updated balance sheet in its Form 10-Q for the quarterly period ended June 30, 2025. The Company is amending the Form 8-K to remove the Pro Forma Financials furnished as Exhibit 99.2. There are no other changes to the Form 8-K.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Designation of Series B Preferred Stock (incorporated herein by reference to Exhibit 3.1 the Company’s Form 8-K filed on May 14, 2025).
10.1#		Asset Purchase Agreement, by and between NaturalShrimp Farms Inc., Streeterville Capital, LLC, Edible Garden Sustainable Ventures LLC and Edible Garden AG Incorporated, dated as of May 14, 2025 (incorporated herein by reference to Exhibit 10.1 the Company’s Form 8-K filed on May 14, 2025).
10.2		Stock Purchase Agreement, by and between Edible Garden AG Incorporated and Streeterville Capital, LLC, dated as of May 14, 2025 (incorporated herein by reference to Exhibit 10.2 the Company’s Form 8-K filed on May 14, 2025).
10.3		Lease Agreement, by and between Edible Garden Sustainable Ventures LLC and Iowa Shrimp Holdings, LLC, dated as of May 14, 2025 (incorporated herein by reference to Exhibit 10.3 the Company’s Form 8-K filed on May 14, 2025).
10.4#		Transition Services Agreement, by and between Edible Garden Sustainable Ventures LLC and NaturalShrimp Farms Inc., dated as of May 14, 2025 (incorporated herein by reference to Exhibit 10.4 the Company’s Form 8-K filed on May 14, 2025).
10.5+		Amended and Restated Executive Employment Agreement, by and between Edible Garden AG Incorporated and James E. Kras, dated as of May 13, 2025 (incorporated herein by reference to Exhibit 10.5 the Company’s Form 8-K filed on May 14, 2025).
99.1		Press release dated May 14, 2025 (incorporated herein by reference to Exhibit 99.1 the Company’s Form 8-K filed on May 14, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

#	Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
+	Management contract or compensatory arrangement.

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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 13, 2025	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

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FAQ

What did Edible Garden (EDBLW) amend in its 8-K/A?

The company removed previously furnished Pro Forma Financials (Exhibit 99.2) because the Series B preferred stock should have been classified as mezzanine equity rather than permanent equity.

Will Edible Garden provide corrected financial statements?

Yes. The company said it will present an updated balance sheet in its quarterly filing for the period ended June 30, 2025.

Are there other changes to the original report?

No. The amendment states there are no other changes to the previously filed report aside from removing the Pro Forma Financials.

What exhibits were listed in the amendment?

Exhibits include the Certificate of Designation for Series B Preferred Stock, asset and stock purchase agreements, a lease, a transition services agreement, an amended employment agreement, and a press release.

Does the amendment state the financial impact of the reclassification?

No. The amendment only states the preferred stock should be classified as mezzanine equity and that the pro forma balance sheet has been removed; it does not provide revised numeric figures.