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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 21, 2022

 

EDIBLE GARDEN AG INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware

001-41371

85-0558704

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

283 County Road 519, Belvidere, New Jersey

 

07823

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (908) 750-3953

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange

 on which registered

Common Stock, par value $0.0001 per share

EDBL

The Nasdaq Stock Market LLC

Warrants to purchase Common Stock

EDBLW

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 






 

 

Item 2.02. Results of Operations and Financial Condition.

 

On June 21, 2022, Edible Garden AG Incorporated (the “Company”) issued a press release to report financial results for the quarter ended March 31, 2022. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press release dated June 21, 2022

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  EDIBLE GARDEN AG INCORPORATED
       
Date: June 21, 2022 /s/ Michael James

 

Name:

Michael James  
  Title: Chief Financial Officer  

 

 

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EX-99.1 2 edbl_ex991.htm PRESS RELEASE edbl_ex991.htm

EXHIBIT 99.1

 

 

Edible Garden Reports 10% Increase in Sales for the First Quarter of 2022

 

BELVIDERE, NJ, June 21, 2022 — 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 plant-based products, today provided a business update and reported financial results for the quarter ended March 31, 2022.

 

Mr. Jim Kras, Chief Executive Officer of Edible Garden, commented, “We are pleased to report solid results for the first quarter of 2022. Despite our capital constraints during the first quarter of 2022, revenues increased 10% compared to the same period last year. On the heels of our IPO in May 2022, we believe we are well-positioned to accelerate organic growth by capitalizing on our growing brand recognition, the strong consumer demand for our products and our expanding retail channels.”

 

“Retailers have become acutely aware of supply chain risks and are realizing the importance of locally grown produce. Our controlled greenhouse facilities allow us to grow consistently year-round by eliminating some of the variability of outdoor farming with our CEA techniques. In addition, GreenThumb, our patented proprietary greenhouse management and demand planning system, helps us track plants through the supply chain, driving greater efficiencies while reducing waste. At the same time, consumers are increasingly looking for fresh, safe, organic and sustainably grown food. Our closed looped systems and hydroponic methods use less land, less energy and less water than legacy farms, thus conserving the planet’s limited natural resources, while mitigating contamination from harmful pathogens, such as salmonella and e-coli without the use of pesticides.”

 

“Looking ahead, we believe our recent IPO will enable us to launch new sales and marketing initiatives to further drive brand awareness and growth. Similar to other companies in our sector, our first quarter results were affected by labor, material, and energy costs. Nevertheless, we invested heavily in our operations and have built what we believe is a highly scalable infrastructure. We expect to benefit from significant operating leverage, which should result in margin improvement as revenue continues to increase. As a result, we are encouraged by the near- and long-term outlook for the business.”

 

 
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Financial Results

 

For the first quarter ended March 31, 2022, revenues totaled $2.7 million, an increase of $254 thousand, or 10.2%, compared to $2.5 million for the quarter ended March 31, 2021. The increase in revenues primarily reflects growth within the existing customer base.

 

Cost of goods sold were $2.8 million for the three months ended March 31, 2022 compared to $2.4 million for the three months ended March 31, 2021. The increase of $466 thousand was due to higher labor costs related to COVID-19, higher packaging costs due to inflation and higher costs charged by contract farmers to supply products.

 

For the three months ended March 31, 2022, operating loss was $2.1 million, compared to a loss of $1.2 million for the three months ended March 31, 2021. This was partially driven by an increase in selling, general and administrative expenses of $733 thousand. Outside professional fees accounted for $420 thousand of this increase, of which $400 thousand was related to non-cash, stock-based compensation expense. The Company also incurred higher energy costs due to the increase in natural gas prices. Net loss was $2.6 million, or $0.51 per share, for the three months ended March 31, 2022, compared to a net loss of $1.2 million, or $0.30 per share, for the three months ended March 31, 2021.

 

The complete financial results for the quarter ended March 31, 2022 are available in the Company’s Form 10-Q, which has been filed with the Securities & Exchange Commission and available at: www.sec.gov.

 

ABOUT EDIBLE GARDEN®

 

Edible Garden AG Incorporated is a leader in locally grown organic leafy greens and herbs backed by Zero-Waste Inspired® next generation farming. Offered at over 4,000 stores in the US, Edible Garden is disrupting the CEA agriculture and sustainability technology movement with its safety-in-farming protocols, use of sustainable packaging, patented GreenThumb software and self-watering in-store displays. The Company currently operates state-of-the-art greenhouses and processing facilities in Belvidere, New Jersey, and in partnership with growers near major markets in the U.S. Its proprietary GreenThumb software optimizes growing in vertical and traditional greenhouses while seeking to reduce pollution generating food miles. Edible Garden is also a developer of ingredients and proteins, providing an accessible line of plant and whey protein powders under the Vitamin Way® and Vitamin Whey® brands.

 

 
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Forward Looking Statements

 

This press release contains forward-looking statements, including with respect to the Company’s growth strategies; its ability to control expenses while increasing revenue; its ability to scale its business infrastructure and expand product lines; distribution network and distribution relationships; and performance as a public company. The words “believe,” “expect,” “intend,” “objective,” “outlook,” “plan,” “seek,” “should,” “strategy,” “will,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including market and other conditions and the Company’s ability to achieve its growth objectives. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. The Company undertakes no obligation to update any such forward-looking statements after the date hereof to conform to actual results or changes in expectations, except as required by law.

 

Investor Contacts:

 

Crescendo Communications, LLC

 

212-671-1020

 

EDBL@crescendo-ir.com

 

 
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