EDBL / Edible Garden AG Incorporated - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

NOTE PURCHASE AGREEMENT

EXHIBIT 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”), dated as of August 29, 2025, is entered into by and between Edible Garden AG, Inc., a Delaware corporation (“Company”), and Avondale Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). A. Company and Investor are executing and delivering this Agreement in reliance upon an e

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 29, 2025

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 29, 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) (Comm

SECURITY AGREEMENT

EXHIBIT 10.3 SECURITY AGREEMENT This Security Agreement (this “Agreement”), dated as of August 29, 2025, is executed by Edible Garden AG, Inc., a Delaware corporation (“Debtor”), in favor of Avondale Capital, LLC, a Utah limited liability company (“Secured Party”). A. Debtor has issued to Secured Party a certain Secured Promissory Note of even date herewith, as may be amended from time to time, in

SECURED PROMISSORY NOTE

EXHIBIT 10.2 SECURED PROMISSORY NOTE Effective Date: August 29, 2025 U.S. $1,750,000.00 FOR VALUE RECEIVED, Edible Garden AG, Inc., a Delaware corporation (“Borrower”), promises to pay to Avondale Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $1,750,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is ten (10) months

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as

EDIBLE GARDEN AG INCORPORATED UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except shares)

EXHIBIT 99.2 The following table sets forth the Edible Garden AG Incorporated Unaudited Consolidated Balance Sheets as of June 30, 2025 as follows: · on an actual basis; · pro forma adjustment to reflect the classification of the Series B Preferred Stock as permanent equity; and · on a pro forma, as adjusted basis to reflect the classification of the Series B Preferred Stock as permanent equity. 1

Amended and Restated Certificate of Designation of Series B Preferred Stock, filed August 13, 2025

EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES B PREFERRED STOCK OF EDIBLE GARDEN AG INCORPORATED A DELAWARE CORPORATION Pursuant to Section 151 of the Delaware General Corporation Law, the undersigned, JAMES E. KRAS, hereby certifies that: 1. He is the duly elected Chief Executive Officer of EDIBLE GARDEN AG INCORPORATED, a Delaware corporation

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 13, 2025

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 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) (Comm

Edible Garden Delivers Strong Performance Across Core and Key Segments, Driven by Strategic Portfolio Transformation Company exits low-margin product lines, invests in higher-margin, innovative CEA-informed better-for-you shelf-stable products, and e

EXHIBIT 99.1 Edible Garden Delivers Strong Performance Across Core and Key Segments, Driven by Strategic Portfolio Transformation Company exits low-margin product lines, invests in higher-margin, innovative CEA-informed better-for-you shelf-stable products, and expands global reach Conference Call to Be Held Today at 8:00 am ET. BELVIDERE, NJ, August XX, 2025 — Edible Garden AG Incorporated (“Edib

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

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 inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Prox

Edible Garden AG Incorporated 2024 Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Decemb

Edible Garden AG Incorporated 2024 Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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 29, 2025

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 29, 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) (Commis

Amended and Restated Certificate of Designation of Series B Preferred Stock, filed July 29, 2025.

EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES B PREFERRED STOCK OF EDIBLE GARDEN AG INCORPORATED A DELAWARE CORPORATION Pursuant to Section 151 of the Delaware General Corporation Law, the undersigned, JAMES E. KRAS, hereby certifies that: 1. He is the duly elected Chief Executive Officer of EDIBLE GARDEN AG INCORPORATED, a Delaware corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Prox

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 June 30, 2025 VIA EDGAR U.

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Edible Garden AG Incorporated (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on June 20, 2025

As filed with the Securities and Exchange Commission on June 20, 2025 Registration No.

Other Events

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): June 3, 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) (Commiss

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 28, 2025

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 28, 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) (Commiss

Edible Garden Estimates Over 25% Year-Over-Year Increase in Preliminary Herb Sales During Easter Holiday Period Broad-Based Growth Reflects Strong Seasonal Demand for Fresh, Flavor-Enhancing Herbs Across Retail Network

EXHIBIT 99.1 Edible Garden Estimates Over 25% Year-Over-Year Increase in Preliminary Herb Sales During Easter Holiday Period Broad-Based Growth Reflects Strong Seasonal Demand for Fresh, Flavor-Enhancing Herbs Across Retail Network BELVIDERE, New Jersey – May 28, 2025, — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agric

Form of Inducement Letter Agreement dated May 21, 2025

EXHIBIT 10.1 EDIBLE GARDEN AG INCORPORATED 283 County Road, 519 Belvidere, New Jersey 07823 May 21, 2025 To the Holder of September 2024 Class A Common Stock Purchase Warrants, December 2024 Class A Common Stock Purchase Warrants and December 2024 Class B Common Stock Purchase Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: Edible Garden AG Incorporat

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 21, 2025

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 21, 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) (Commiss

Form of Warrant dated May 21, 2025

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 15, 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) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant a

Edible Garden Reports Q1 2025 Financial Results and Provides Strategic Update Non-Perishable Revenue Grows 15%; Gross Profit Nearly Quadruples Year-over-Year as Company Shifts Focus to Higher Margin, Shelf-Stable Offerings Strategic Product Mix Reali

EXHIBIT 99.1 Edible Garden Reports Q1 2025 Financial Results and Provides Strategic Update Non-Perishable Revenue Grows 15%; Gross Profit Nearly Quadruples Year-over-Year as Company Shifts Focus to Higher Margin, Shelf-Stable Offerings Strategic Product Mix Realignment Driving Operational Efficiency and Margin Expansion Conference Call to Be Held Today at 8:00 am ET. BELVIDERE, NJ, May 15, 2025 —

Transition Services Agreement, by and between Edible Garden Sustainable Ventures LLC and NaturalShrimp Farms Inc., dated as of May 14, 2025.

EXHIBIT 10.4 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of May 14, 2025, by and between NaturalShrimp Farms Inc., a Nevada corporation (“NaturalShrimp”), and Edible Garden Sustainable Ventures LLC, a Delaware limited liability company (“Company”), each of which is sometimes referred to as a “party” and collectively as the “parties.” WHEREAS, in a

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.

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 14, 2025 (the “Execution Date”), is entered into among NaturalShrimp Farms Inc., a Nevada corporation (“Seller”) and Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), Edible Garden Sustainable Ventures LLC, a Delaware limited liability company (“Purchaser”) and Edib

Stock Purchase Agreement, by and between Edible Garden AG Incorporated and Streeterville Capital, LLC, dated as of May 14, 2025.

EXHIBIT 10.2 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 14, 2025, is entered into between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and Streeterville Capital, LLC, a Utah limited liability company (the “Investor”). RECITALS WHEREAS, the Company wishes to issue to Investor, and Investor wishes to purchase from the Company,

Certificate of Designation of Series B Preferred Stock.

EXHIBIT 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES B PREFERRED STOCK OF EDIBLE GARDEN AG INCORPORATED A DELAWARE CORPORATION Pursuant to Section 151 of the Delaware General Corporation Law, the undersigned, JAMES E. KRAS, hereby certifies that: 1. He is the duly elected Chief Executive Officer of EDIBLE GARDEN AG INCORPORATED, a Delaware corporation (the “Corporation”).

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 13, 2025

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 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) (Commiss

Edible Garden Strengthens Balance Sheet and Expands R&D Through $12 Million Acquisition of Sustainable Farming Assets of NaturalShrimp Farms Inc. Acquisition Adds Patented Water Treatment Technology with Expected Broad Cross- Platform Applications; I

EXHIBIT 99.1 Edible Garden Strengthens Balance Sheet and Expands R&D Through $12 Million Acquisition of Sustainable Farming Assets of NaturalShrimp Farms Inc. Acquisition Adds Patented Water Treatment Technology with Expected Broad Cross- Platform Applications; Increases Shareholder Equity Through Preferred Stock Structure Transaction Strengthens Edible Garden’s Balance Sheet with $3 Million of Ca

Amended and Restated Executive Employment Agreement, by and between Edible Garden AG Incorporated and James E. Kras, dated as of May 13, 2025.

EXHIBIT 10.5 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered effective as of May 13, 2025, by and between Edible Garden AG Incorporated, a Delaware Corporation (the “Company”), and James E. Kras (the “Executive”). W I T N E S S E T H: WHEREAS, the Board of Directors of the Company (the “Board”) prev

Lease Agreement, by and between Edible Garden Sustainable Ventures LLC and Iowa Shrimp Holdings, LLC, dated as of May 14, 2025.

EXHIBIT 10.3 LEASE AGREEMENT THIS LEASE AGREEMENT (“Lease”) is made and entered into this 14th day of May, 2025 (“Effective Date”), by and between Iowa Shrimp Holdings, LLC, an Iowa limited liability company (“Landlord”), and Edible Garden Sustainable Ventures LLC, a Delaware corporation (“Tenant”) with reference to the following: WHEREAS, Landlord owns the improvements (“Building”) and underlying

EDIBLE GARDEN AG INCORPORATED CONSOLIDATED BALANCE SHEETS (in thousands, except shares)

EXHIBIT 99.2 The following table sets forth our Consolidated Balance Sheets as of March 31, 2025 as follows: · on an actual basis; · pro forma adjustments to reflect the effects of the Asset Purchase Agreement (“APA”); · pro forma adjustments to reflect the effects of the Stock Purchase Agreement (“SPA”); · on a pro forma, as adjusted basis to reflect the combined effects of the APA and the SPA. E

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): April 18, 2025

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): April 18, 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) (Commi

Letter from Marcum LLP, dated April 23, 2025

EXHIBIT 16.1 April 23, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Edible Garden AG Incorporated under Item 4.01 of its Form 8-K dated April 23, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Edible Garden AG Incorpo

Edible Garden Regains Compliance with Nasdaq Bid Price Requirement

EXHIBIT 99.1 Edible Garden Regains Compliance with Nasdaq Bid Price Requirement BELVIDERE, NJ, April 9, 2025 — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products, today announced that on April 8, 2025, it received formal notice from Nasdaq that the

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): April 8, 2025

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): April 8, 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) (Commis

Standard Merchant Cash Advance Agreement, dated as of April 1, 2025, by and between the Company and Arin Funding LLC.

EXHIBIT 10.1 Page 1 of 11 ARIN FUNDING LLC 148 WEST 37th STREET, FL 10 New York, NY 10018 ### STANDARD MERCHANT CASH ADVANCE AGREEMENT This is an Agreement dated 04/01/2025 by and between ARIN FUNDING LLC (“ARIN”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”). Merchant’s Legal Name: EDIBLE GARDEN AG INCORPORATED D/B/A/: EDIBLE GARDEN Fed ID #: 85-0558704 Typ

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): April 2, 2025

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): April 2, 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) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-41371 CUSIP Number: 28059P402 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

List of Subsidiaries.

EXHIBIT 21.1 Edible Garden AG Incorporated List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization EG Transportation, LLC Nevada 2900 Madison Ave Holdings, LLC Michigan Edible Garden Corp. Nevada Edible Garden Lifestyle Brands LLC Delaware

Edible Garden AG Incorporated Amended and Restated Insider Trading Policy.

EXHIBIT 19.1 EDIBLE GARDEN AG INCORPORATED AMENDED AND RESTATED INSIDER TRADING POLICY A. Purpose This Policy is designed to make you aware and reinforce that: · confidential information relating to the business, operations and financial condition of Edible Garden AG Incorporated and its subsidiaries (collectively, the “Company”) is sensitive and needs to be safeguarded; · you are prohibited from

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 Commission File Number:001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specifi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 31, 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) (Commi

Edible Garden Reports 181.3% Year-over-Year Gross Profit Increase for 2024 Core Herb Business Grows 16% as Gross Margins Nearly Triple in 2024, Driven by Strong Operational Execution and Vertical Integration Continues to Pursue Strategic Narayan Acqu

EXHIBIT 99.1 Edible Garden Reports 181.3% Year-over-Year Gross Profit Increase for 2024 Core Herb Business Grows 16% as Gross Margins Nearly Triple in 2024, Driven by Strong Operational Execution and Vertical Integration Continues to Pursue Strategic Narayan Acquisition Conference Call to Be Held Today at 8:00 am ET. BELVIDERE, NJ, March 31, 2025 — Edible Garden AG Incorporated (“Edible Garden” or

Certificate of Amendment to the Certificate of Incorporation, filed February 26, 2025

EXHIBIT 3.1 Certificate of Amendment Of the Certificate of Incorporation Of Edible Garden AG Incorporated Edible Garden AG Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows: FIRST: The name of the corporation is Edible Garden AG Incorporated (the “Corporation”).

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): February 26, 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) (Co

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): February 12, 2025

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): February 12, 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) (Co

Equity Distribution Agreement, dated January 31, 2025, by and between Edible Garden AG Incorporated and Maxim Group LLC

EXHIBIT 1.1 Edible Garden AG Incorporated Up to $2,516,470 of Shares of Common Stock Equity Distribution Agreement January 31, 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Edible Garden AG Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (“Maxim”), as sales agent, up to an aggregate of $2,516

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): January 31, 2025

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): January 31, 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) (Com

EDIBLE GARDEN AG INCORPORATED Up to $2,516,470 of Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273209 PROSPECTUS SUPPLEMENT (To prospectus dated July 19, 2023) EDIBLE GARDEN AG INCORPORATED Up to $2,516,470 of Shares Common Stock We have entered into an Equity Distribution Agreement dated January 31, 2025 (the “Equity Distribution Agreement”) with Maxim Group LLC (“Maxim” or the “sales agent”), relating to shares of our common stock $0.0

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 January 29, 2025 VIA EDGAR U.

As filed with the Securities and Exchange Commission on January 28, 2025

As filed with the Securities and Exchange Commission on January 28, 2025 Registration No.

Submission of Matters to a Vote of Security Holders

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): January 27, 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) (Com

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Edible Garden AG Incorporated (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on January 17, 2025

As filed with the Securities and Exchange Commission on January 17, 2025 Registration No.

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): January 13, 2025

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): January 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) (Com

EDIBLE GARDEN Signs Non-Binding Letter of Intent to Acquire NARAYAN GROUP To Expand into the European and North American Markets

EXHIBIT 99.1 EDIBLE GARDEN Signs Non-Binding Letter of Intent to Acquire NARAYAN GROUP To Expand into the European and North American Markets BELVIDERE, NJ – January 13, 2025 – Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products, today announced the

Edible Garden Achieves Over 45% Year-Over-Year Increase in Preliminary Herbs and Produce Sales Results During Key Holiday Time Period Commitment to Zero-Waste Inspired® Mission and Consistently Strong Fill Rates Fuel Growth

EXHIBIT 99.1 Edible Garden Achieves Over 45% Year-Over-Year Increase in Preliminary Herbs and Produce Sales Results During Key Holiday Time Period Commitment to Zero-Waste Inspired® Mission and Consistently Strong Fill Rates Fuel Growth BELVIDERE, New Jersey – January 8, 2024, — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environme

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): January 8, 2025

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): January 8, 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) (Comm

2

EXHIBIT 99.1 Edible Garden Enters Into Warrant Exercise Transaction for $3.0 Million in Gross Proceeds BELVIDERE, NJ, December 23, 2024 - Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products, announced today that it has entered into an agreement with

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): December 23, 2024

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): December 23, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Co

Form of Inducement Letter Agreement dated December 23, 2024.

EXHIBIT 10.1 EDIBLE GARDEN AG INCORPORATED 283 County Road, 519 Belvidere, New Jersey 07823 December 23, 2024 To the Holder of September 2024 Common Stock Purchase Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: Edible Garden AG Incorporated. (the “Company”) is pleased to offer to you the opportunity to exercise the Class B warrants to purchase shares

Form of Class B Warrant dated December 23, 2024.

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Class A Warrant dated December 23, 2024.

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Prox

Edible Garden Preliminary Sales Results During Key Thanksgiving Time Period Surge 51% in 2024 Exceeded Company’s Expectations, Demonstrates Value Delivered to Customers Record Sales Fueled by Increased Focus on Core Strengths and Industry-Leading Ful

EXHIBIT 99.1 Edible Garden Preliminary Sales Results During Key Thanksgiving Time Period Surge 51% in 2024 Exceeded Company’s Expectations, Demonstrates Value Delivered to Customers Record Sales Fueled by Increased Focus on Core Strengths and Industry-Leading Fulfillment Rates BELVIDERE, New Jersey – December 19, 2024, — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDB

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): December 19, 2024

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): December 19, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): December 4, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Com

Standard Merchant Cash Advance Agreement, dated as of December 4, 2024, by and between the Company and Cedar Advance LLC.

EXHIBIT 10.1 CEDAR ADVANCE LLC 5401 Collins Avenue CU-9A Miami Beach, FL 33140 ### STANDARD MERCHANT CASH ADVANCE AGREEMENT This is an Agreement dated 12/4/2024 by and between CEDAR ADVANCE LLC (“CEDAR”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”). Merchant’s Legal Name: EDIBLE GARDEN AG INCORPORATED D/B/A/: EDIBLE GARDEN Fed ID #: 85-0558704 Type of Entit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Def

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Edible Garden AG Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

As filed with the U.S. Securities and Exchange Commission on November 15, 2024

As filed with the U.S. Securities and Exchange Commission on November 15, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Edible Garden AG Incorporated (Exact name of registrant as specified in its charter) Delaware 85-0558704 (State or other jurisdiction of incorporation or organiza

EDBL / Edible Garden AG Incorporated / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-edbl093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EDIBLE GARDEN AG INCORPORATED (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059P303 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Che

EDBL / Edible Garden AG Incorporated / Iroquois Capital Management, LLC Passive Investment

SC 13G/A 1 c110568sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Edible Garden AG Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Edible Garden AG Incorporated shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit

EDBL / Edible Garden AG Incorporated / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Edible Garden AG Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059P303 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the ap

Edible Garden Reports a 324% Year-Over-Year Increase in Gross Profit for Nine-Month Period Ending September 2024 Healthy Core Business Operations - Year-to-Date Cut Herbs Sales Up 55% and Pulp Sales Up; Momentum Expected to Continue into 2025 Confere

EXHIBIT 99.1 Edible Garden Reports a 324% Year-Over-Year Increase in Gross Profit for Nine-Month Period Ending September 2024 Healthy Core Business Operations - Year-to-Date Cut Herbs Sales Up 55% and Pulp Sales Up; Momentum Expected to Continue into 2025 Conference Call to Be Held Today at 8:00 am ET BELVIDERE, NJ, November 13, 2024 — Edible Garden AG Incorporated (“Edible Garden” or the “Company

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): November 13, 2024

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): November 13, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registra

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): October 28, 2024

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): October 28, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Com

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): October 21, 2024

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): October 21, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Com

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): October 9, 2024

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): October 9, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Comm

Edible Garden Regains Compliance with Nasdaq Continued Listing Requirements

EXHIBIT 99.1 Edible Garden Regains Compliance with Nasdaq Continued Listing Requirements BELVIDERE, NJ, October 10, 2024 — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products, today announced that it received notice from The Nasdaq Stock Market on O

EDBL / Edible Garden AG Incorporated / Riverside Merchant Partners LLC - SC 13G Passive Investment

SC 13G 1 tm2425758d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Edible Garden AG Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059P303 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): September 30, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (C

EDBL / Edible Garden AG Incorporated / Dominion Capital L.L.C. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Edible Garden AG Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059P303 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Form of Class A Warrant dated September 30, 2024.

EXHIBIT 4.1 CLASS A COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: [] Issue Date: September 30, 2024 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

Form of Class B Warrant dated September 30, 2024.

EXHIBIT 4.2 CLASS B COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: [] Issue Date: September 30, 2024 THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

Lease Agreement, made as of December 30, 2014, by and between Edible Garden Corp. and Whitetown Realty, LLC.

EXHIBIT 10.1 LEASE By and Between WHITETOWN REALTY, LLC, Landlord and EDIBLE GARDEN CORP., Tenant Dated: JANUARY 1, 2015 1 LEASE THIS LEASE (this “Lease”) is made as of December 30, 2014, by and between WHITETOWN REALTY, LLC, a New Jersey limited liability company having offices at 30 Hillview Road, Lincoln Park, New Jersey 07035 (“Landlord”), and EDIBLE GARDEN CORP., a New Jersey corporation, hav

Edible Garden Announces Closing of $5.65 Million Public Offering

EXHIBIT 99.1 Edible Garden Announces Closing of $5.65 Million Public Offering BELVIDERE, NJ, September 30, 2024 /PRNewswire/ - Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products, today announced the closing of its previously announced public offeri

Lease Extension Agreement, dated September 10, 2019, by and between Edible Garden Corp. and Whitetown Realty, LLC.

EXHIBIT 10.2 LEASE EXTENSION AGREEMENT THIS LEASE EXTENSION AGREEMENT is made as of September 10, 2019, by and between WHITETOWN REALTY, LLC, a New Jersey limited liability company having offices at 30 Hillview Road, Lincoln Park, New Jersey 07035 (“Landlord” or “Whitetown Realty”) and EDIBLE GARDEN CORP., a New Jersey corporation having offices at 283 Route 519, Belvidere, New Jersey 07823 (“Tena

Form of Placement Agent Warrant dated September 30, 2024.

EXHIBIT 4.5 PLACEMENT AGENT WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Initial Issuance Date: September 30, 2024 THIS PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Maxim Partners LP, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

Warrant Agency Agreement dated as of September 30, 2024 between the Company and Equiniti Trust Company, LLC.

EXHIBIT 4.4 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of September 30, 2024 (the “Issuance Date”) between Edible Garden AG Incorporated, a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Securities Purchase Agreement (the “P

Form of Pre-Funded Warrant dated September 30, 2024.

EXHIBIT 4.3 PRE- FUNDED COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Initial Exercise Date: September 30, 2024 Issue Date: September 30, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaft

EDBL / Edible Garden AG Incorporated / M2B Funding Corp. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) Edible Garden AG Incorporated (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 28059P303 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of Statement) Check the appropriate box to designate the rule pursu

Securities Purchase Agreement dated as of September 27, 2024 between the Company and the investors thereto.

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 27 2024, between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and c

Form of Letter Agreement by and between the Company and the investor party thereto Regarding Prepayment of Secured Promissory Note Originally Issued to Sament Capital Investments, Inc.

EXHIBIT 10.3 Edible Garden AG Incorporated 283 County Road 519 Belvidere, New Jersey 07823 September [], 2024 [NAME AND CONTACT INFORMATION FOR INVESTOR] Ladies and Gentlemen: This letter agreement (“Agreement”) confirms the agreement of Edible Garden AG Incorporated (the “Company”) and the holder (the “Investor”) of the Company’s currently outstanding secured promissory note in the aggregate face

Placement Agency Agreement dated as of September 27, 2024 between the Company and Maxim Group LLC.

EXHIBIT 10.2 PLACEMENT AGENCY AGREEMENT September 27, 2024 Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 Attention: Mr. James E. Kras, Chief Executive Officer Dear Mr. Kras: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Edible Garden AG Incorporated., a Delaware corporation (the “Company”), pursuant to

Edible Garden Announces Pricing of $5.65 Million Public Offering

EXHIBIT 99.1 Edible Garden Announces Pricing of $5.65 Million Public Offering BELVIDERE, NJ, September 27, 2024 /PRNewswire/ - Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products, today announced the pricing of a public offering of an aggregate of 1

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 27, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (C

EDIBLE GARDEN AG INCORPORATED 15,700,650 Units, each consisting of One Share of Common Stock or One Pre-Funded Warrant to purchase One Share of Common Stock, One Class A Warrant to purchase up to One Share of Common Stock and One Class B Warrant to p

PROSPECTUS Filed pursuant to Rule 424(b)(4) File No. 333-281957 EDIBLE GARDEN AG INCORPORATED 15,700,650 Units, each consisting of One Share of Common Stock or One Pre-Funded Warrant to purchase One Share of Common Stock, One Class A Warrant to purchase up to One Share of Common Stock and One Class B Warrant to purchase up to One Share of Common Stock 11,460,000 Shares of Common Stock Underlying t

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 September 25, 2024 VIA EDGAR U.

September 25, 2024

September 25, 2024 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Edible Garden AG Incorporated (“Company”) Registration Statement on Form S-1 File No. 333-281957 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as p

As filed with the Securities and Exchange Commission on September 24, 2024.

As filed with the Securities and Exchange Commission on September 24, 2024. Registration No. 333-281957 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 2 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 100 85-0558704 (State or other ju

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Units consisting of either one share of Common Stock, par value $0.

Form of Class A Warrant.

EXHIBIT 4.17 CLASS A COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: [] Issue Date: September, 2024 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a

Form of Pre-Funded Warrant.

EXHIBIT 4.19 PRE- FUNDED COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Initial Exercise Date: September [], 2024 Issue Date: September [], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaf

Form of Securities Purchase Agreement.

EXHIBIT 10.21 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 2024, between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and con

Form of Warrant Agency Agreement.

EXHIBIT 4.20 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of September , 2024 (the “Issuance Date”) between Edible Garden AG Incorporated, a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Securities Purchase Agreement (the “Pu

Form of Placement Agent Warrant.

EXHIBIT 4.21 PLACEMENT AGENT WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Initial Issuance Date: September , 2024 THIS PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Maxim Partners LP, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any t

As filed with the Securities and Exchange Commission on September 17, 2024.

As filed with the Securities and Exchange Commission on September 17, 2024. Registration No. 333-281957 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 100 85-0558704 (State or other ju

Form of Class B Warrant.

EXHIBIT 4.18 CLASS B COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: [] Issue Date: September , 2024 THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

Form of Placement Agency Agreement.

EXHIBIT 10.22 PLACEMENT AGENCY AGREEMENT September , 2024 Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 Attention: Mr. James E. Kras, Chief Executive Officer Dear Mr. Kras: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Edible Garden AG Incorporated., a Delaware corporation (the “Company”), pursuant to

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Fees Previously Paid Equity Units consisting of either one share of Common Stock, par value $0.

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Units consisting of either one share of Common Stock, par value $0.

As filed with the Securities and Exchange Commission on September 5, 2024.

As filed with the Securities and Exchange Commission on September 5, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 100 85-0558704 (State or other jurisdiction of incorporation or organiza

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 21, 2024

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 21, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Comm

Second Amendment to the Edible Garden AG Incorporated 2022 Equity Incentive Plan.

EXHIBIT 10.1 SECOND AMENDMENT TO THE EDIBLE GARDEN AG INCORPORATED 2022 EQUITY INCENTIVE PLAN The Edible Garden AG Incorporated 2022 Equity Incentive Plan (the “Plan”) is hereby amended as follows, effective August 21, 2024: 1. Section 5.1(a) of the Plan is hereby amended and restated in its entirety to provide as follows: “(a) Available Shares. Subject to adjustment as provided in Section 11, the

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 14, 2024

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 14, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as

Edible Garden Reports 157% Increase in Gross Profit Fueled by Year-over-Year Growth of 61% in Cut Herbs and 30% in Vitamins & Supplements for the Second Quarter of 2024 Gross Margin Increases to 36.7% in Q2 2024, Up from 13.1% in Q2 2023 Strategic Pi

EXHIBIT 99.1 Edible Garden Reports 157% Increase in Gross Profit Fueled by Year-over-Year Growth of 61% in Cut Herbs and 30% in Vitamins & Supplements for the Second Quarter of 2024 Gross Margin Increases to 36.7% in Q2 2024, Up from 13.1% in Q2 2023 Strategic Pivot Away from Third-Party Growers Contributes to More than 26% Decline in Cost of Goods Sold Conference Call to Be Held Today at 8:00 am

Edible Garden Reports Preliminary 30% Year-over-Year Sales Growth in Vitamins and Supplements for the Second Quarter of 2024 Plans to Develop More Cutting-Edge Formulas and Creative Flavors through Partnership with Nutracom

EXHIBIT 99.1 Edible Garden Reports Preliminary 30% Year-over-Year Sales Growth in Vitamins and Supplements for the Second Quarter of 2024 Plans to Develop More Cutting-Edge Formulas and Creative Flavors through Partnership with Nutracom BELVIDERE, New Jersey – July 31, 2024, — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 31, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commis

Edible Garden Achieves Over 44% Year-Over-Year Increase in Preliminary Overall Produce Sales Results During Key July 4th Time Period High Fulfillment Rate During the Period, 99%, and Reduced Dependence on Third-Party Growers Keys to Success

EXHIBIT 99.1 Edible Garden Achieves Over 44% Year-Over-Year Increase in Preliminary Overall Produce Sales Results During Key July 4th Time Period High Fulfillment Rate During the Period, 99%, and Reduced Dependence on Third-Party Growers Keys to Success BELVIDERE, New Jersey – July 24, 2024, — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in contr

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 24, 2024

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 24, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Prox

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Def

Other Events

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): June 17, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commis

EDBL / Edible Garden AG Incorporated / Iroquois Capital Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Edible Garden AG Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059P303 (CUSIP Number) May 22, 20

Exhibit 1

EX-99.1 2 ea020710901ex99-1edible.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing ag

EDBL / Edible Garden AG Incorporated / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Edible Garden AG Incorporated (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 28059P303 (CUSIP Number) May 22, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

Placement Agency Agreement dated as of May 22, 2024 between the Company and Maxim Group LLC.

EXHIBIT 10.2 PLACEMENT AGENCY AGREEMENT May 22, 2024 Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 Attention: Mr. James E. Kras, Chief Executive Officer Dear Mr. Kras: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Edible Garden AG Incorporated., a Delaware corporation (the “Company”), pursuant to which

Form of Class B Warrant dated May 23, 2024.

EXHIBIT 4.2 CLASS B COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: [] Issue Date: May 23, 2024 THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Securities Purchase Agreement dated as of May 22, 2024 between the Company and the investors thereto.

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2024, between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condit

Form of Pre-Funded Warrant dated May 23, 2024.

EXHIBIT 4.3 PRE- FUNDED COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Initial Exercise Date: May 23, 2024 Issue Date: May 23, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth

Form of Class A Warrant dated May 23, 2024.

EXHIBIT 4.1 CLASS A COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: [] Issue Date: May 23, 2024 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Edible Garden Announces Pricing of $6.0 Million Public Offering

EXHIBIT 99.1 Edible Garden Announces Pricing of $6.0 Million Public Offering BELVIDERE, NJ, May 22, 2024 /PRNewswire/ - Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products, today announced the pricing of a public offering of an aggregate of 2,655,00

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 22, 2024

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 22, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commiss

Form of Placement Agent Warrant dated May 23, 2024.

EXHIBIT 4.5 PLACEMENT AGENT WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Initial Issuance Date: May 23, 2024 THIS PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, , or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after Novemb

Warrant Agency Agreement dated as of May 23, 2024 between the Company and Equiniti Trust Company, LLC.

EXHIBIT 4.4 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of May 23, 2024 (the “Issuance Date”) between Edible Garden AG Incorporated, a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Securities Purchase Agreement (the “Purchas

EDIBLE GARDEN AG INCORPORATED 2,655,000 Units, each consisting of One Share of Common Stock or One Pre-Funded Warrant to purchase One Share of Common Stock, One Class A Warrant to purchase up to One Share of Common Stock and One Class B Warrant to pu

PROSPECTUS Filed pursuant to Rule 424(b)(4) File No. 333-278967 EDIBLE GARDEN AG INCORPORATED 2,655,000 Units, each consisting of One Share of Common Stock or One Pre-Funded Warrant to purchase One Share of Common Stock, One Class A Warrant to purchase up to One Share of Common Stock and One Class B Warrant to purchase up to One Share of Common Stock 218,000 Shares of Common Stock Underlying the P

Form of Warrant Agency Agreement.

EXHIBIT 4.15 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of May , 2024 (the “Issuance Date”) between Edible Garden AG Incorporated, a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Securities Purchase Agreement (the “Purchase

Form of Placement Agency Agreement.

EXHIBIT 10.22 PLACEMENT AGENCY AGREEMENT May , 2024 Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 Attention: Mr. James E. Kras, Chief Executive Officer Dear Mr. Kras: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Edible Garden AG Incorporated., a Delaware corporation (the “Company”), pursuant to which

VIA EDGAR

May 17, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Class A Warrant.

EXHIBIT 4.12 CLASS A COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Issue Date: May , 2024 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Fees Previously Paid Equity Units consisting of either one share of Common Stock, par value $0.

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 May 17, 2024 VIA EDGAR U.

Form of Class B Warrant

EXHIBIT 4.13 CLASS B COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Issue Date: May , 2024 THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May

Form of Securities Purchase Agreement

EXHIBIT 10.23 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May , 2024, between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

As filed with the Securities and Exchange Commission on May 16, 2024.

As filed with the Securities and Exchange Commission on May 16, 2024. Registration No. 333-278967 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 100 85-0558704 (State or other jurisdicti

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 15, 2024

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 15, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant a

Edible Garden Reports Significant 27.6% Year-Over-Year Revenue Growth for First Quarter of 2024 195.8% Gross Profit Increase in Q1 2024 with Gross Margin Increasing by 171 Basis Points 95% of Edible Garden Fresh Product Line Being Produced at Company

EXHIBIT 99.1 Edible Garden Reports Significant 27.6% Year-Over-Year Revenue Growth for First Quarter of 2024 195.8% Gross Profit Increase in Q1 2024 with Gross Margin Increasing by 171 Basis Points 95% of Edible Garden Fresh Product Line Being Produced at Company-Owned Facilities - Strategic Pivot Away from Third-Party Growers Marks a Turn Toward Higher Expected Profits Vertical Integration Expect

Form of Placement Agency Agreement.

EXHIBIT 10.22 Placement Agency Agreement May , 2024 Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 Attention: Mr. James E. Kras, Chief Executive Officer Dear Mr. Kras: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Edible Garden AG Incorporated., a Delaware corporation (the “Company”), pursuant to which

Form of Securities Purchase Agreement

EXHIBIT 10.23 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May , 2024, between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

Form of Pre-Funded Warrant.

EXHIBIT 4.13 PRE- FUNDED COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Initial Exercise Date: May , 2024 Issue Date: May , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, a

Form of Warrant.

EXHIBIT 4.12 COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Issue Date: May , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 2024 (the “Initia

As filed with the Securities and Exchange Commission on May 8, 2024.

As filed with the Securities and Exchange Commission on May 8, 2024. Registration No. 333-278967 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 100 85-0558704 (State or other jurisdictio

Form of Warrant Agency Agreement.

EXHIBIT 4.14 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of May , 2024 (the “Issuance Date”) between Edible Garden AG Incorporated, a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Securities Purchase Agreement (the “Purchase

Form of Placement Agent Warrant.

EXHIBIT 4.15 PLACEMENT AGENT WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Initial Issuance Date: May , 2024 THIS PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Maxim Partners LP, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

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 7, 2024

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 7, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commissi

Amended and Restated Standard Merchant Cash Advance Agreement, dated as of May 3, 2024, by and between the Company and Cedar Advance LLC.

EXHIBIT 10.1 CEDAR ADVANCE LLC 5401 Collins Avenue CU-9A Miami Beach, FL 33140 ### STANDARD MERCHANT CASH ADVANCE AGREEMENT This is an Agreement dated 05/3/2024 by and between CEDAR ADVANCE LLC (“CEDAR”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”). Merchant’s Legal Name: EDIBLE GARDEN AG INCORPORATED D/B/A/: EDIBLE GARDEN Fed ID #: 85-0558704 Type of Entit

As filed with the Securities and Exchange Commission on April 26, 2024.

As filed with the Securities and Exchange Commission on April 26, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 100 85-0558704 (State or other jurisdiction of incorporation or organizatio

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Units consisting of either one share of Common Stock, par value $0.

Edible Garden Reports Preliminary First Quarter Year-Over-Year Increase in Produce Revenues of 40%; Cut Herb Revenue Increased More Than 200% for the Same Period

EXHIBIT 99.1 Edible Garden Reports Preliminary First Quarter Year-Over-Year Increase in Produce Revenues of 40%; Cut Herb Revenue Increased More Than 200% for the Same Period BELVIDERE, New Jersey – April 17, 2024, — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable p

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): April 17, 2024

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): April 17, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commi

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): April 11, 2024

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): April 11, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commi

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): April 1, 2024

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): April 1, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commis

Certificate of Amendment to the Certificate of Incorporation, filed April 1, 2024.

EXHIBIT 3.1 Certificate of Amendment Of the Certificate of Incorporation Of Edible Garden AG Incorporated Edible Garden AG Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows: FIRST: The name of the corporation is Edible Garden AG Incorporated (the “Corporation”).

Edible Garden Announces Reverse Stock Split of the Company’s Common Stock

EXHIBIT 99.1 Edible Garden Announces Reverse Stock Split of the Company’s Common Stock BELVIDERE, NJ, April 2, 2024 — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic and sustainable produce and products, today announced a planned reverse stock split of its shares of common stock at

Policy for the Recovery of Erroneously Awarded Compensation.

EXHIBIT 97 Edible Garden AG Incorporated POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 1, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 Commission File Number: 001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specif

Exhibit 4.12

EXHIBIT 4.12 DESCRIPTION OF SECURITIES The following is a brief description of the common stock, par value $0.0001 per share (the “common stock”) and the warrants to purchase common stock issued on May 9, 2022 (the “warrants”) of Edible Garden AG Incorporated (the “Company,” “we,” “our” or “us”). The common stock and warrants are the only securities of the Company registered pursuant to Section 12

Edible Garden Reports 21.6% Year-over-Year Revenue Growth for 2023 32.8% Year-Over-Year Revenue Growth for Fourth Quarter of 2023 Gross Profit Increases 125.8% in 2023 with Gross Margin Increasing by 270 Basis Points Edible Garden Secures Two New Pat

EXHIBIT 99.1 Edible Garden Reports 21.6% Year-over-Year Revenue Growth for 2023 32.8% Year-Over-Year Revenue Growth for Fourth Quarter of 2023 Gross Profit Increases 125.8% in 2023 with Gross Margin Increasing by 270 Basis Points Edible Garden Secures Two New Patents in 2024 Highlighting Company’s Innovation Leadership Position in AgTech; Driving Efficiency and Expected Profitability Conference Ca

Assignment Agreement, dated November 15, 2023, by and between Sament Capital Investments, Inc. and the Assignees

EXHIBIT 10.11 THE NOTE (AS DEFINED BELOW) HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THE NOTE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES A

Standard Merchant Cash Advance Agreement, dated as of March 12, 2024, by and between the Company and Cedar Advance LLC.

EXHIBIT 10.1 CEDAR ADVANCE LLC 5401 Collins Avenue CU-9A Miami Beach, FL 33140 #### STANDARD MERCHANT CASH ADVANCE AGREEMENT This is an Agreement dated 03/12/2024 by and between CEDAR ADVANCE LLC (“CEDAR”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”). Merchant’s Legal Name: EDIBLE GARDEN AG INCORPORATED D/B/A/: EDIBLE GARDEN Fed ID #: 85-0558704 Type of Ent

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): March 14, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commi

US28059P2048 / EDIBLE GARDEN AG / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Edible Garden AG Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059P204 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the app

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Edible Garden AG Incorporated shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): February 8, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Com

Purchase Agreement: Fresh Cut Herbs & Basil, dated as of January 1, 2024, by and between the Company and Meijer Distribution, Inc.

EXHIBIT 10.1 Certain identified information has been excluded from this exhibit (indicated by [**]) because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. PURCHASE AGREEMENT Fresh Cut Herbs & Basil This Purchase Agreement (“Agreement”) dated as of January 1, 2024 (“Effective Date”) is a supplement to the “Master Terms and Conditi

Purchase Agreement: Potted Herbs & Wheatgrass, dated as of January 1, 2024, by and between the Company and Meijer Distribution, Inc.

EXHIBIT 10.2 Certain identified information has been excluded from this exhibit (indicated by [**]) because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. PURCHASE AGREEMENT Potted Herbs & Wheatgrass This Purchase Agreement (“Agreement”) dated as of January 1, 2024 (“Effective Date”) is a supplement to the “Master Terms and Condi

Edible Garden Signs 3-Year Expanded Distribution Agreements with Major U.S. Food Retailer; Expected to Generate $18 - $20 Million of Revenue Over the 3-Year Term Expands assortment of potted and fresh-cut herbs and services

EXHIBIT 99.1 Edible Garden Signs 3-Year Expanded Distribution Agreements with Major U.S. Food Retailer; Expected to Generate $18 - $20 Million of Revenue Over the 3-Year Term Expands assortment of potted and fresh-cut herbs and services BELVIDERE, NJ, February 12, 2024, — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agri

EDIBLE GARDEN AG INCORPORATED Up to $1,146,893 of Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273209 SUPPLEMENT NO. 1 DATED FEBRUARY 9, 2024 TO PROSPECTUS SUPPLEMENT DATED FEBRUARY 6, 2024 (To prospectus dated July 19, 2023) EDIBLE GARDEN AG INCORPORATED Up to $1,146,893 of Shares Common Stock We have entered into an Equity Distribution Agreement dated February 6, 2024 (the “Equity Distribution Agreement”) with Maxim Group LLC (“Maxim”

Equity Distribution Agreement, dated February 6, 2024, by and between Edible Garden AG Incorporated and Maxim Group LLC.

EXHIBIT 1.1 Edible Garden AG Incorporated Up to $1,146,893 of Shares of Common Stock Equity Distribution Agreement February 6, 2024 Maxim Group LLC 300 Park Avenue New York, New York 10022 Ladies and Gentlemen: Edible Garden AG Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (“Maxim”), as sales agent, up to an aggregate of $1,146,893 of shar

EDIBLE GARDEN AG INCORPORATED Up to $1,146,893 of Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-273209 PROSPECTUS SUPPLEMENT (To prospectus dated July 19, 2023) EDIBLE GARDEN AG INCORPORATED Up to $1,146,893 of Shares Common Stock We have entered into an Equity Distribution Agreement dated February 6, 2024 (the “Equity Distribution Agreement”) with Maxim Group LLC (“Maxim” or the “sales agent”), relating to shares of our common stock offe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 6, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Com

Form of Indemnification Agreement.

EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement"), dated as of , 20, is by and between Edible Garden AG Incorporated, a Delaware corporation (the "Company") and the individual whose name appears below the word “Indemnitee” on the signature page hereto (the "Indemnitee"). WHEREAS, Indemnitee is a director and/or an officer of the Company; WHEREAS, both the Company

Separation Agreement, dated January 24, 2024, between Edible Garden AG Incorporated and Michael James.

EXHIBIT 10.2 SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS Michael C. James (“Employee”) and Edible Garden AG Incorporated, a Delaware corporation (the “Company”), make this Separation Agreement and Release of All Claims (this “Agreement”) for Employee’s mutual and orderly separation from employment with the Company. Employee and the Company will be referred to herein collectively as the “Parties

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 24, 2024 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Com

Amendment No. 1 to the Amended and Restated Bylaws of Edible Garden AG Incorporated.

EXHIBIT 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF EDIBLE GARDEN AG INCORPORATED On January 24, 2024 the Board of Directors of Edible Garden AG Incorporated, a Delaware corporation (the “Corporation”), approved at a meeting of the Board of Directors an amendment to the Corporation’s Amended and Restated Bylaws (the “Bylaws”) as follows: 1. Section 2.4 of the Bylaws is hereby amended

Edible Garden Reports 19.4% Year-Over-Year Revenue Growth for Third Quarter of 2023 Continues expansion of retail distribution network across the U.S. Pulp Line of Fermented Gourmet Sauces Expands to New York and St. Louis Markets with ‘Bland to Bold

EXHIBIT 99.1 Edible Garden Reports 19.4% Year-Over-Year Revenue Growth for Third Quarter of 2023 Continues expansion of retail distribution network across the U.S. Pulp Line of Fermented Gourmet Sauces Expands to New York and St. Louis Markets with ‘Bland to Bold’ Flavors Self-Watering Display Promises to Revolutionize In-Store Plant Presentation Enhancing Infrastructure and Refining Data Analytic

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): November 13, 2023

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): November 13, 2023 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registra

Certificate of Amendment to the Certificate of Incorporation, filed November 7, 2023.

EXHIBIT 3.1 Certificate of Amendment Of the Certificate of Incorporation Of Edible Garden AG Incorporated Edible Garden AG Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows: FIRST: The name of the corporation is Edible Garden AG Incorporated (the “Corporation”).

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): November 6, 2023 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Com

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

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): October 24, 2023 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Def

Form of Representative’s Warrant dated September 8, 2023.

EXHIBIT 4.2 Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) D

Form of Warrant dated September 8, 2023.

EXHIBIT 4.1 COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Initial Exercise Date: September 8, 2023 Issuance Date: September 8, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

Edible Garden Announces Pricing of $3.0 Million Underwritten Public Offering

EXHIBIT 99.1 Edible Garden Announces Pricing of $3.0 Million Underwritten Public Offering BELVIDERE, NJ, September 7, 2023 /PRNewswire/ - Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic, and sustainable produce and products, today announced the pricing of its underwritten public off

Underwriting Agreement dated September 7, 2023 between the Company and Maxim Group LLC

EXHIBIT 1.1 EDIBLE GARDEN AG INCORPORATED UNDERWRITING AGREEMENT September 7, 2023 MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: The undersigned, Edible Garden AG Incorporated, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the under

Warrant Agency Agreement dated as of September 7, 2023 between the Company and Equiniti Trust Company, LLC.

EXHIBIT 4.3 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of September 7, 2023 (the “Issuance Date”) between Edible Garden AG Incorporated., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain underwriting agreement (the “Underwri

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): September 7, 2023

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): September 7, 2023 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Co

EDIBLE GARDEN AG INCORPORATED 2,700,726 Units Each Unit Consisting of One Share of Common Stock or One Pre-Funded Warrant and One Warrant to Purchase One Share of Common Stock

PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-274080 EDIBLE GARDEN AG INCORPORATED 2,700,726 Units Each Unit Consisting of One Share of Common Stock or One Pre-Funded Warrant and One Warrant to Purchase One Share of Common Stock This is a firm commitment public offering of 2,700,726 units (“Units”), each consisting of one share of common stock, par value $0.0001 per share (“comm

Form of Warrant.

EXHIBIT4.9 COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Initial Exercise Date: , 2023 Issuance Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 September 5, 2023 VIA EDGAR U.

As filed with the Securities and Exchange Commission on September 1, 2023.

As filed with the Securities and Exchange Commission on September 1, 2023. Registration No. 333-274080 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 100 85-0558704 (State or other juris

VIA EDGAR

September 5, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Warrant Agency Agreement.

EXHIBIT 4.11 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of [], 2023 (the “Issuance Date”) between Edible Garden AG Incorporated., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain underwriting agreement (the “Underwriting Agr

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Units consisting of either one share of Common Stock, par value $0.

Form of Pre-Funded Warrant.

EXHIBIT 4.10 PRE-FUNDED COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATED Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, , or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

Form of Underwriting Agreement

EXHIBIT 1.1 EDIBLE GARDEN AG INCORPORATED UNDERWRITING AGREEMENT , 2023 MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: The undersigned, Edible Garden AG Incorporated, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or u

As filed with the Securities and Exchange Commission on August 18, 2023.

As filed with the Securities and Exchange Commission on August 18, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. ) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 100 85-0558704 (State or other jurisdiction of incorporat

US28059P2048 / EDIBLE GARDEN AG / Zella Tribe Limited Partnership - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da11380700208182023.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Edible Garden AG Incorporated (Name of Issuer) Common Stock, par value $0.00

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Units consisting of either one share of Common Stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as

Edible Garden Reports Record Year-Over-Year Revenue Growthof 41.4% for Second Quarter of 2023 Prudent Use of Capital Generates Results: Gross Profit Climbs 168% High Level of Consistent Execution Key Differentiator for the Company Reaffirms Target of

EXHIBIT 99.1 Edible Garden Reports Record Year-Over-Year Revenue Growthof 41.4% for Second Quarter of 2023 Prudent Use of Capital Generates Results: Gross Profit Climbs 168% High Level of Consistent Execution Key Differentiator for the Company Reaffirms Target of Positive Quarterly Cash Flow from Operations before Year-End Conference Call to Be Held Today at 8:00 AM ET. BELVIDERE, NJ, August 10, 2

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 10, 2023

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 10, 2023 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Comm

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823

Edible Garden AG Incorporated 283 County Road 519 Belvidere, NJ 07823 July 18, 2023 VIA EDGAR U.

As filed with the Securities and Exchange Commission on July 11, 2023.

As filed with the Securities and Exchange Commission on July 11, 2023. Registration Nos. 333-260655 and 333-268800 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT No. 1 TO FORM S-1 AND POST-EFFECTIVE AMENDMENT No. 2 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant

As filed with the U.S. Securities and Exchange Commission on July 11, 2023

As filed with the U.S. Securities and Exchange Commission on July 11, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Edible Garden AG Incorporated (Exact name of registrant as specified in its charter) Delaware 85-0558704 (State or other jurisdiction of incorporation or organization

Filing Fee Table.

EXHIBIT 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) EDIBLE GARDEN AG INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.

Filing Fee Table

EXHIBIT 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) EDIBLE GARDEN AG INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Common Stock, $0.

As filed with the Securities and Exchange Commission on July 11, 2023.

As filed with the Securities and Exchange Commission on July 11, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 100 85-0558704 (State or other jurisdiction of incorporation or organization

1,942,800 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-268800 Prospectus Supplement No. 3 Dated June 9, 2023 (To Prospectus Dated April 7, 2023) 1,942,800 Shares of Common Stock Underlying Previously Issued Warrants This Prospectus Supplement No. 3 (the “Prospectus Supplement”) updates and supplements the prospectus of Edible Garden AG Incorporated (the “Company,” “we,” “us,” or “our”) dated April

First Amendment to the Edible Garden AG Incorporated 2022 Equity Incentive Plan.

EXHIBIT 10.1 FIRST AMENDMENT TO THE EDIBLE GARDEN AG INCORPORATED 2022 EQUITY INCENTIVE PLAN The Edible Garden AG Incorporated 2022 Equity Incentive Plan (the “Plan”) is hereby amended as follows, effective June 8, 2023: 1. Section 5.1(a) of the Plan is hereby amended and restated in its entirety to provide as follows: “(a) Available Shares. Subject to adjustment as provided in Section 11, the max

Certificate of Amendment to Certificate of Incorporation, filed June 8, 2023.

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF EDIBLE GARDEN AG INCORPORATED EDIBLE GARDEN AG INCORPORATED, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows: FIRST: The name of the corporation is Edible Garden AG Incorporated (the “Corporation”).

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): June 8, 2023

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): June 8, 2023 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant a

1,942,800 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-268800 Prospectus Supplement No. 2 Dated May 15, 2023 (To Prospectus Dated April 7, 2023) 1,942,800 Shares of Common Stock Underlying Previously Issued Warrants This Prospectus Supplement No. 2 (the “Prospectus Supplement”) updates and supplements the prospectus of Edible Garden AG Incorporated (the “Company,” “we,” “us,” or “our”) dated April

Edible Garden Reports Financial Results and Provides Business Update for the First Quarter of 2023 Gross Profit Improves as Company Shifts Strategy to Focus on Higher-Margin Partnerships and Products Increased Capacity from Edible Garden Heartland Al

EXHIBIT 99.1 Edible Garden Reports Financial Results and Provides Business Update for the First Quarter of 2023 Gross Profit Improves as Company Shifts Strategy to Focus on Higher-Margin Partnerships and Products Increased Capacity from Edible Garden Heartland Allows Company to Become Less Dependent on Third-Party Contract Growers; Expected to Positively Impact Margins Achieves Record Revenue in A

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 15, 2023 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commiss

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13d1380700205022023.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per

US28059P2048 / EDIBLE GARDEN AG / Zella Tribe Limited Partnership - THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Edible Garden AG Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28059P204 (CUSIP Number) MARK S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Def

Definitive Proxy Statement on Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Def

Edible Garden AG Incorporated 2022 Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Decemb

Edible Garden AG Incorporated 2022 Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Def

1,942,800 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-268800 Prospectus Supplement No. 1 Dated April 11, 2023 (To Prospectus Dated April 7, 2023) 1,942,800 Shares of Common Stock Underlying Previously Issued Warrants This Prospectus Supplement No. 1 (the “Prospectus Supplement”) updates and supplements the prospectus of Edible Garden AG Incorporated (the “Company,” “we,” “us,” or “our”) dated Apri

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 4, 2023 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-41371 85-0558704 (State or other jurisdiction of incorporation) (Commis

Edible Garden Announces Appointment of Pamela DonAroma to Board of Directors

EXHIBIT 99.1 Edible Garden Announces Appointment of Pamela DonAroma to Board of Directors BELVIDERE, NJ, April 10, 2023 — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), locally grown, organic, sustainable produce and products, today announced the appointment of Pamela DonAroma to the Edible Garden Board

As filed with the Securities and Exchange Commission on March 29, 2023.

As filed with the Securities and Exchange Commission on March 29, 2023. Registration No. 333-268800 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) Delaware 100 85-0558704 (State or other juri

Exhibit 4.9

EXHIBIT 4.9 DESCRIPTION OF SECURITIES The following is a brief description of the common stock, par value $0.0001 per share (the “common stock”) and the warrants to purchase common stock issued on May 9, 2022 (the “warrants”) of Edible Garden AG Incorporated (the “Company,” “we,” “our” or “us”). The common stock and warrants are the only securities of the Company registered pursuant to Section 12