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Edible Garden AG (EDBLW) disclosed a complex capital and receivables financing structure and ongoing liquidity stress. The company has executed multiple stock splits and reverse splits between 2020 and 2025, most recently 1-for-20 (April 5, 2024) and 1-for-25 (March 3, 2025). Trade receivables are highly concentrated: 91.8% of gross outstanding receivables were owed by four customers, and as of December 31, 2024, 87.5% were from four customers with 45.6% from a single customer. The company advanced and recorded promissory notes to the Narayan Group totaling $290,000 advanced (including $100,000 under the second note) and later ceased the proposed acquisition. It used multiple receivables-sale/financing arrangements (Cedar, Arin, Arin II) and recorded a $334,806 loss on extinguishment related to Cedar II. The company completed several registered and best-efforts offerings raising net proceeds (e.g., May offering net $5,498,252; September net $4,795,158) and recognized substantial deemed dividends tied to inducements ($3,873,350 in 2024; $9,832,972 in six months ended June 30, 2025). Series B Preferred Stock was issued to Streeterville with an 8.0% preferred return and 15,000 shares outstanding as of June 30, 2025. The company reports insufficient operating cash flow and dependence on external financing to continue operations.
Edible Garden AG Incorporated (EDBLW) filed an 8-K reporting a press release dated August 14, 2025, announcing financial results for the quarter ended March 31, 2025 (Exhibit 99.1). On August 13, 2025 the company and Streeterville Capital, LLC, the sole holder of its Series B Preferred Stock, approved an amended and restated certificate of designation (the "Updated Certificate") that modifies certain terms to enable classification of the Series B Preferred Stock as permanent equity rather than mezzanine equity.
The Updated Certificate removed the requirement for the Company to timely file all reports required by Sections 13 or 15(d) of the Exchange Act and amended the consequences of any default under the certificate. It also clarified that Series B Preferred holders would receive the same form of payment as common stockholders on liquidation. The Updated Certificate was filed with the Delaware Secretary of State on August 13, 2025. The company furnished an Unaudited Pro Forma Balance Sheet (Exhibit 99.2) showing that, had the Updated Certificate been in effect as of June 30, 2025, stockholders' equity would have been approximately $16.6 million, which the company says would satisfy Nasdaq Listing Rule 5550(b)(1).
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.
Edible Garden AG Incorporated is holding a virtual annual meeting on September 24, 2025 with a record date of July 30, 2025 and 2,921,283 shares outstanding as of the Record Date. The Board asks shareholders to elect four directors, ratify CBIZ CPAs P.C. as auditor, approve two equity plans, authorize a charter amendment enabling a reverse stock split between 1-for-5 and 1-for-25, and approve adjournment authority.
The filing discloses a May 14, 2025 stock purchase agreement with Streeterville Capital for 3,000 shares of Series B Preferred for $3,000,000 and an additional conditional purchase of 500 shares for $500,000 on November 13, 2025; the security table reports Streeterville beneficially owns 15,154 Series B shares as of June 30, 2025. The A&R 2022 Plan would increase the share reserve to 1,001,258 with a 5% annual evergreen. Management disclosed an amended CEO employment agreement raising base salary to $450,000, upfront equity awards valued at $1,000,000 each contingent on Plan approval, and a $500,000 transaction bonus. The prior auditor's reports included an explanatory paragraph expressing substantial doubt about going concern.