Edible Garden AG Inc
For the period ended Jan 27, 2025. Filed Dec 23, 2024.
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Jan 27, 2025 · Filed Dec 23, 2024
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DEF 14A 1 edbl_def14a.htm DEF 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
(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 Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Materials under §240.14a-12 |
Edible Garden AG Incorporated
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
EDIBLE GARDEN AG INCORPORATED
283 County Road 519
Belvidere, New Jersey 07823
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
** January 27, 2025**
To the Stockholders of Edible Garden AG Incorporated:
We would like to invite you to attend a special meeting of stockholders (the “Special Meeting”) of Edible Garden AG Incorporated (the “Company,” “we,” “us,” or “our”), which will be held on January 27, 2025 at 10 a.m. Eastern Time. The Special Meeting will be conducted as a virtual meeting of stockholders via a live webcast. We believe that hosting a virtual meeting will enable greater stockholder participation from any location. Our board of directors has fixed the close of business on December 19, 2024 as the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting and at any adjournment of the Special Meeting.
The Special Meeting is being held for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock in a range of 1-for-5 to 1-for-25, at the discretion of the board of directors; and |
| 2. | to approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of Proposal One, listed above, if there are not sufficient votes at the time of the Special Meeting to adopt Proposal One or to establish a quorum. |
We will also consider and take action upon such other matters as may properly come before the Special Meeting or any adjournment or postponement thereof.
To participate in the Special Meeting virtually via the Internet, please visitwww.proxydocs.com/EDBL. In order to attend via live webcast, you must register in advance atwww.proxydocs.com/EDBL prior to the deadline of January 26, 2025 at 5:00 p.m. Eastern Time. After you register, you will receive an email with instructions about attending the Special Meeting, including a unique link to access the Special Meeting.You will not be able to attend the Special Meeting in person.
Whether or not you expect to attend via live webcast, your vote is important. The board of directors respectfully requests that you vote your stock, regardless of the number of shares you own, in the manner described in the proxy statement. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Special Meeting.
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Our board of directors recommends a voteFOR Proposal One and Proposal Two. Stockholders of record at the close of business on December 19, 2024 are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our principal offices located at 283 County Road 519, Belvidere, New Jersey 07823.
By Order of the Board of Directors:
/s/ James E. Kras
James E. Kras
Chairman, Chief Executive Officer, and President
Belvidere, New Jersey
December 23, 2024
YOUR VOTE IS IMPORTANT You may vote your shares via the Internet, over the telephone, or by mail by marking, dating and signing the proxy card or voting instruction form and mailing it promptly in the return envelope provided. www.proxypush.com/EDBL
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.