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 April 7, 2023 (the “Prospectus”), with the following attached document which we filed with the Securities and Exchange Commission (the “SEC”):
A. Our Current Report on Form 8-K filed on April 10, 2023.
This Prospectus Supplement should be read in conjunction with the Prospectus, which is required to be delivered with this Prospectus Supplement. This Prospectus Supplement updates, amends and supplements the information included in the Prospectus. If there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.
This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.
The purchase of the securities offered through the Prospectus involves a high degree of risk. Before making any investment in our securities, you should carefully consider the risk factors section beginning on page 7 of the Prospectus.
You should rely only on the information contained in the Prospectus, as supplemented or amended by this Prospectus Supplement and any other prospectus supplement or amendment thereto. We have not authorized anyone to provide you with different information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is April 11, 2023.
Index to Filings
Annex
The Company’s Current Report on Form 8-K filed on April 10, 2023
A
Annex A
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)
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 4, 2023, Deborah Pawlowski notified the Chairman of the Board of Directors of Edible Garden AG Incorporated (the “Company”) of her decision to resign, effective immediately, from her position as a member of the Company’s Board of Directors (the “Board”). Ms. Pawlowski’s resignation was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
The Board appointed Pamela DonAroma to the Board, effective as of April 4, 2023. Ms. DonAroma will serve on the Board until the Company’s 2023 annual meeting of stockholders and until her successor has been duly elected and qualified or until her earlier death, disqualification, resignation or removal. Ms. DonAroma has been appointed to the Audit Committee, Compensation Committee, and Nominating and Governance Committee of the Board. Ms. DonAroma will be compensated for her service on the Board in the same manner as the Company’s other non-employee directors.
Ms. DonAroma was not selected to serve on the Board under any arrangement or understanding between her and any other person. The Company is not aware of any transactions with Ms. DonAroma that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the resignation of Ms. Pawlowski and the appointment of Ms. DonAroma is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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: April 10, 2023
/s/ Michael James
Name: Michael James
Title: Chief Financial Officer
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