Edible Garden AG Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
EDBL$0.70+1.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
We have filed our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K and have listed such financial statements in the Index to Financial Statements included in Item 8.
The following exhibits are incorporated by reference and filed as part of this Annual Report on Form 10-K.
| Incorporated by Reference(Unless Otherwise Indicated) | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Title | Form | File | Exhibit | Filing Date |
| 3.1 | Certificate of Incorporation. | Form S-1 | 333-260655 | 3.1 | November 1, 2021 |
| 3.2 | Certificate of Amendment to the Certificate of Incorporation filed September 8, 2021. | Form S-1 | 333-260655 | 3.2 | November 1, 2021 |
| 3.3 | Certificate of Amendment to the Certificate of Incorporation, filed May 3, 2022. | Form 10-Q | 001-41371 | 3.1 | June 21, 2022 |
| 3.4 | Certificate of Amendment to the Certificate of Incorporation, filed January 24, 2023. | Form 8-K | 001-41371 | 3.1 | January 25, 2023 |
| 3.5 | Certificate of Amendment to Certificate of Incorporation, filed June 8, 2023. | Form 8-K | 001-41371 | 3.1 | June 9, 2023 |
| 3.6 | Certificate of Amendment to the Certificate of Incorporation, filed November 7, 2023. | Form 8-K | 001-41371 | 3.1 | November 9, 2023 |
| 3.7 | Amended and Restated Bylaws of Edible Garden AG Incorporated. | Form S-1/A | 333-260655 | 3.4 | December 21, 2021 |
| 3.8 | Amendment No. 1 to the Amended and Restated Bylaws of Edible Garden AG Incorporated. | Form 8-K | 001-41371 | 3.1 | January 26, 2024 |
| 4.1 | Common Stock Purchase Warrant, dated October 7, 2021. | Form S-1 | 333-260655 | 10.17b | November 1, 2021 |
| 4.2 | Form of Subsequent Evergreen Common Stock Purchase Warrant. | Form S-1/A | 333-260655 | 10.17d | March 24, 2022 |
| 4.3 | Form of Warrant dated May 9, 2022. | Form S-1 | 333-268800 | 4.1 | December 15, 2022 |
| 4.4 | Warrant Agency Agreement, dated as of May 9, 2022, between the Company and American Stock Transfer & Trust Company, LLC. | Form 8-K | 001-41371 | 4.2 | May 10, 2022 |
| 4.5 | Form of Representative’s Warrant dated May 9, 2022. | Form 8-K | 001-41371 | 4.1 | May 10, 2022 |
| 4.6 | Form of Warrant dated February 7, 2023. | Form 8-K | 001-41371 | 4.1 | February 8, 2023 |
| 4.7 | Warrant Agency Agreement dated as of February 7, 2023 between the Company and American Stock Transfer & Trust Company, LLC. | Form 8-K | 001-41371 | 4.3 | February 8, 2023 |
| 4.8 | Form of Representative’s Warrant dated February 7, 2023. | Form 8-K | 001-41371 | 4.2 | February 8, 2023 |
| 4.9 | Form of Warrant dated September 8, 2023. | Form 8-K | 001-41371 | 4.1 | September 11, 2023 |
| 4.10 | Form of Representative’s Warrant dated September 8, 2023. | Form 8-K | 001-41371 | 4.2 | September 11, 2023 |
| 4.11 | Warrant Agency Agreement dated as of September 7, 2023 between the Company and Equiniti Trust Company, LLC. | Form 8-K | 001-41370 | 4.3 | September 11, 2023 |
| 4.12 | Description of Securities. | — | — | — | Filed herewith |
| 10.1+ | Executive Employment Agreement, by and between the Company and James E. Kras, dated as of August 18, 2021. | Form S-1 | 333-260655 | 10.15 | November 1, 2021 |
| 10.2+ | First Amendment to Executive Employment Agreement, by and between the Company and James E. Kras, dated as of January 18, 2022. | Form S-1/A | 333-260655 | 10.27 | January 19, 2022 |
| 10.3+ | Executive Employment Agreement, by and between the Company and Michael C. James, dated as of August 18, 2021. | Form S-1 | 333-260655 | 10.16 | November 1, 2021 |
| 10.4+ | First Amendment to Executive Employment Agreement, by and between the Company and Michael C. James, dated as of January 18, 2022. | Form S-1/A | 333-260655 | 10.28 | January 19, 2022 |
| 10.5+± | Separation Agreement, dated January 24, 2024, between Edible Garden AG Incorporated and Michael James. | Form 8-K | 001-41371 | 10.2 | January 26, 2024 |
| 10.6+ | Edible Garden AG Incorporated 2022 Equity Incentive Plan. | Form S-1/A | 333-260655 | 10.22 | January 19, 2022 |
| 10.7+ | First Amendment to the Edible Garden AG Incorporated 2022 Equity Incentive Plan. | Form 8-K | 001-41370 | 10.1 | June 9, 2023 |
| 10.8+ | Form of Director Restricted Stock Award Agreement under the Edible Garden AG Incorporated 2022 Equity Incentive Plan. | Form 10-Q | 001-41371 | 10.6 | November 10, 2022 |
| 10.9 | Secured Promissory Note by the Company in favor of Sament Capital Investments, Inc., dated March 30, 2020. | Form S-1 | 333-260655 | 10.3 | November 1, 2021 |
| 10.10 | Security Agreement, by and between Sament Capital Investments, Inc. and the Company, dated March 30, 2020. | Form S-1 | 333-260655 | 10.4 | November 1, 2021 |
| 10.11 | Assignment Agreement, dated November 15, 2023, by and between Sament Capital Investments, Inc. and the Assignees | — | — | — | Filed herewith |
| 10.12 | Promissory Note, by and between 2900 Madison Ave Holdings, LLC and NJD Investments, LLC, dated as of August 31, 2022. | Form 8-K | 001-41371 | 10.2 | September 6, 2022 |
| 10.13 | Mortgage, by and between 2900 Madison Ave Holdings, LLC and NJD Investments, LLC, dated as of August 30, 2022. | Form 8-K | 001-41371 | 10.3 | September 6, 2022 |
| 10.14 | Security Agreement, by and between 2900 Madison Ave Holdings, LLC and NJD Investments, LLC, dated as of August 30, 2022. | Form 8-K | 001-41371 | 10.4 | September 6, 2022 |
| 10.15 | Guaranty, by Edible Garden AG Incorporated, dated as of August 30, 2022. | Form 8-K | 001-41371 | 10.5 | September 6, 2022 |
| 10.16+ | Form of Indemnification Agreement. | Form 8-K | 001-41371 | 10.1 | January 26, 2024 |
| 10.17 | Equity Distribution Agreement, dated February 6, 2024, by and between Edible Garden AG Incorporated and Maxim Group LLC. | Form 8-K | 001-41371 | 1.1 | February 7, 2024 |
| 10.18±# | Purchase Agreement: Fresh Cut Herbs & Basil, dated as of January 1, 2024, by and between the Company and Meijer Distribution, Inc. | Form 8-K | 001-41371 | 10.1 | February 12, 2024 |
| 10.19±# | Purchase Agreement: Potted Herbs & Wheatgrass, dated as of January 1, 2024, by and between the Company and Meijer Distribution, Inc. | Form 8-K | 001-41371 | 10.2 | February 12, 2024 |
| 10.20 | Standard Merchant Cash Advance Agreement, dated as of March 12, 2024, by and between the Company and Cedar Advance LLC. | Form 8-K | 001-41371 | 10.1 | March 20, 2024 |
| 21.1 | List of Subsidiaries. | Form S-1 | 333-268800 | 21.1 | December 15, 2022 |
| 23.1 | Consent of Marcum LLP, Independent Registered Public Accounting Firm. | __ | __ | __ | Filed herewith |
| 24.1 | Power of Attorney (included on signature page hereto). | __ | __ | __ | Filed herewith |
| 31.1 | Certification of the Principal Executive Officer. | __ | __ | __ | Filed herewith |
| 31.2 | Certification of the Principal Financial Officer. | __ | __ | __ | Filed herewith |
| 32.1 | Section 1350 Certifications. | __ | __ | __ | Filed herewith |
| 97 | Policy for the Recovery of Erroneously Awarded Compensation. | — | — | — | Filed herewith |
| 101.INS | Inline XBRL Instance Document. | __ | __ | __ | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | __ | __ | __ | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | __ | __ | __ | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | __ | __ | __ | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | __ | __ | __ | Filed herewith |
| 101.PRE | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholder’s Deficit, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | __ | __ | __ | Filed herewith |
| 104 | Cover Page Interactive Data File | ___ | __ | __ | Filed herewith |
| + | Management contract or compensatory arrangement. |
| ± | Certain information has been omitted from this exhibit in reliance upon Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request. |
| # | Certain portions of this exhibit have been omitted (indicated by asterisks) pursuant to Item 601(b) of Regulation S-K because the omitted information is (i) not material and (ii) the type of information that the Company treats as private or confidential. |
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