Edible Garden sets $7.2M at-the-market stock program

Q: How long can Edible Garden (EDBL) sell shares under this at-the-market agreement?

The at-the-market program can run until the earliest of August 11, 2027, the sale of all shares covered by the prospectus supplement, or termination of the agreement by Edible Garden or Maxim Group LLC.

Q: What commission will Maxim Group LLC earn under Edible Garden’s (EDBL) ATM program?

Maxim Group LLC will earn a fixed commission of 3.0% of the aggregate gross proceeds from shares sold under the at-the-market program, in addition to reimbursement of specified legal fees by Edible Garden.

Q: Can Edible Garden (EDBL) suspend or terminate sales under the ATM agreement?

Edible Garden is not obligated to sell any shares and may suspend sales at any time or terminate the Equity Distribution Agreement in accordance with its terms, providing flexibility over the timing and use of the program.

Edible Garden AG Incorporated entered into an Equity Distribution Agreement with Maxim Group LLC to conduct an at-the-market offering of up to $7,195,548 of its common stock.

Filing Impact

(Moderate)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Edible Garden AG Incorporated entered into an Equity Distribution Agreement with Maxim Group LLC to conduct an at-the-market offering of up to $7,195,548 of its common stock. Shares may be sold from time to time through Maxim at prevailing market prices under the company’s Form S-3 shelf registration statement that became effective on August 7, 2026.

The program may continue until the earliest of August 11, 2027, the sale of all registered shares under the related prospectus supplement, or termination by either party. Maxim will receive a 3.0% commission on gross proceeds from share sales, and Edible Garden will reimburse up to $30,000 of the Agent’s initial legal fees, plus certain ongoing counsel fees.

Filing Explained

No shares are disclosed as sold; the company can sell new shares under a cancellable program, potentially reducing existing holders’ percentage ownership.

The company reports entering an equity distribution agreement with Maxim Group LLC that permits up to $7,195,548 of common-stock sales.

The filing leaves the program at an authorized, uncompleted stage: the company says it has no obligation to sell, may suspend or terminate sales, and does not state that any shares have been sold.

Any sale would issue additional shares, increasing the total share count and reducing existing holders’ percentage ownership; that effect is conditional because no sale is disclosed.

As an at-the-market program, sales can occur gradually at prevailing market prices, while the Form S-3 provides registration capacity for future sales rather than itself selling shares.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM program size: $7,195,548 Sales agent commission: 3.0% Legal fee reimbursement cap: $30,000 +2 more

5 metrics

ATM program size $7,195,548 Aggregate offering price of common stock under Equity Distribution Agreement

Sales agent commission 3.0% Fixed commission on aggregate gross proceeds from shares sold

Legal fee reimbursement cap $30,000 Maximum reimbursement for Maxim’s counsel at establishment of program

Shelf effectiveness date August 7, 2026 Effective date of Form S-3 shelf registration statement

ATM termination date August 11, 2027 Latest possible date before automatic termination absent earlier events

Key Terms

Equity Distribution Agreement, at-the-market offering, shelf registration statement, prospectus supplement, +1 more

5 terms

Equity Distribution Agreement financial

"entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

at-the-market offering financial

"issue and sell shares ... in an at-the-market offering for an aggregate"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

shelf registration statement regulatory

"under the Company’s “shelf” registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"the sale of all Shares provided for in the prospectus supplement related"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

commercially reasonable efforts financial

"the Agent will use its commercially reasonable efforts to sell the Shares"

Offering Details

ATM · $7,195,548

Offering

Offering Type ATM

Securities Offered Common Stock, par value $0.0001 per share

Offering Amount $7,195,548

FAQ

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

What at-the-market equity program did EDBL establish with Maxim Group LLC?

Edible Garden AG Incorporated established an at-the-market program allowing sales of up to $7,195,548 of common stock through Maxim Group LLC, with shares sold at prevailing market prices under its effective Form S-3 shelf registration.

How long can Edible Garden (EDBL) sell shares under this at-the-market agreement?

The at-the-market program can run until the earliest of August 11, 2027, the sale of all shares covered by the prospectus supplement, or termination of the agreement by Edible Garden or Maxim Group LLC.

What commission will Maxim Group LLC earn under Edible Garden’s (EDBL) ATM program?

Maxim Group LLC will earn a fixed commission of 3.0% of the aggregate gross proceeds from shares sold under the at-the-market program, in addition to reimbursement of specified legal fees by Edible Garden.

Which registration statement supports Edible Garden’s (EDBL) new at-the-market offering?

Share sales under the program will be made pursuant to Edible Garden’s Form S-3 “shelf” registration statement (File No. 333-297912), which became effective on August 7, 2026, together with a related base prospectus and prospectus supplement.

What legal fee reimbursement is Edible Garden (EDBL) providing to the sales agent?

Edible Garden agreed to reimburse Maxim Group LLC for its counsel’s fees and disbursements up to $30,000 at execution of the agreement, plus certain ongoing legal fees tied to maintaining the at-the-market offering program.

Can Edible Garden (EDBL) suspend or terminate sales under the ATM agreement?

Edible Garden is not obligated to sell any shares and may suspend sales at any time or terminate the Equity Distribution Agreement in accordance with its terms, providing flexibility over the timing and use of the program.

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

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Available on EDGAR 08/11/2026 - 04:22 PM Accepted by SEC EDGAR 08/11/2026 - 04:22 PM

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): August 11, 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 1.01 Entry into a Material Definitive Agreement.

On August 11, 2026, Edible Garden AG Incorporated (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC, as sales agent (the “Agent”), pursuant to which the Company may, from time to time, issue and sell shares (the “Shares”) of its common stock, par value $0.0001 per share, through the Agent in an at-the-market offering for an aggregate offering price of up to $7,195,548. Under the terms of the Agreement, the Agent may sell the Shares at market prices by any method that is deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended. The offering of the Shares pursuant to the Agreement will terminate upon the earliest of (i) August 11, 2027, (ii) the sale of all Shares provided for in the prospectus supplement related to this offering, and (iii) the termination of the Agreement by written notice of the Company or the Agent.

The offer and sale of the Shares made pursuant to the Agreement, if any, will be made under the Company’s “shelf” registration statement on Form S-3 (File No. 333-297912) that became effective on August 7, 2026, the base prospectus contained therein, and a prospectus supplement related to the offering of the Shares.

Subject to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares, and may at any time suspend sales under the Agreement or terminate the Agreement in accordance with its terms. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds from the Shares sold. The Agreement contains customary representations and warranties, and the Company is required to deliver customary closing documents and certificates in connection with sales of the Shares. The Company has agreed to reimburse the Agent for the fees and disbursements of its counsel, payable upon execution of the Agreement, in an amount not to exceed $30,000 in connection with the establishment of this at-the-market offering program, in addition to certain ongoing fees of its legal counsel.

The legal opinion of Harter Secrest & Emery LLP, counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto.

The foregoing description 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 filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1±		Equity Distribution Agreement, dated August 11, 2026, by and between Edible Garden AG Incorporated and Maxim Group LLC
5.1		Opinion of Harter Secrest & Emery LLP
23.1		Consent of Harter Secrest & Emery LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain information has been omitted from this exhibit in reliance upon Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.

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 11, 2026	By:	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents