Edible Garden AG Inc
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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.
| Exhibit · Incorporated by Reference(Unless Otherwise Indicated) | |||||
|---|---|---|---|---|---|
| Number | 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 | Certificate of Amendment to the Certificate of Incorporation, filed April 1, 2024. | Form 8-K | 001-41371 | 3.1 | April 2, 2024 |
| 3.8 | Certificate of Amendment to the Certificate of Incorporation, filed February 26, 2025. | Form 8-K | 001-41371 | 3.1 | February 27, 2025 |
| 3.9 | Certificate of Amendment to the Certificate of Incorporation, filed January 29, 2026. | Form 8-K | 001-41371 | 3.1 | January 30, 2026 |
| 3.10 | Amended and Restated Bylaws of Edible Garden AG Incorporated. | Form S-1/A | 333-260655 | 3.4 | December 21, 2021 |
| 3.11 | Amendment No. 1 to the Amended and Restated Bylaws of Edible Garden AG Incorporated. | Form 8-K | 001-41371 | 3.1 | January 26, 2024 |
| 3.12 | Amended and Restated Certificate of Designation of Series B Preferred Stock, filed August 13, 2025. | Form 8-K | 001-41371 | 3.1 | August 14, 2025 |
| 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 | 001-41371 | 4.3 | September 11, 2023 |
| 4.12 | Form of Class A Warrant dated May 23, 2024. | Form 8-K | 001-41371 | 4.1 | May 29, 2024 |
| 4.13 | Form of Class B Warrant dated May 23, 2024. | Form 8-K | 001-41371 | 4.2 | May 29, 2024 |
| 4.14 | Form of Pre-Funded Warrant dated May 23, 2024. | Form 8-K | 001-41371 | 4.3 | May 29, 2024 |
| 4.15 | Warrant Agency Agreement dated as of May 23, 2024 between the Company and Equiniti Trust Company, LLC. | Form 8-K | 001-41371 | 4.4 | May 29, 2024 |
| 4.16 | Form of Placement Agent Warrant dated May 23, 2024. | Form 8-K | 001-41371 | 4.5 | May 29, 2024 |
| 4.17 | Form of Class A Warrant dated September 30, 2024. | Form 8-K | 001-41371 | 4.1 | October 4, 2024 |
| 4.18 | Form of Class B Warrant dated September 30, 2024. | Form 8-K | 001-41371 | 4.2 | October 4, 2024 |
| 4.19 | Form of Pre-Funded Warrant dated September 30, 2024. | Form 8-K | 001-41371 | 4.3 | October 4, 2024 |
| 4.20 | Warrant Agency Agreement dated as of September 30, 2024 between the Company and Equiniti Trust Company, LLC. | Form 8-K | 001-41371 | 4.4 | October 4, 2024 |
| 4.21 | Form of Placement Agent Warrant dated September 30, 2024. | Form 8-K | 001-41371 | 4.5 | October 4, 2024 |
| 4.22 | Description of Securities. | __ | __ | __ | Filed herewith |
| 4.23 | Form of Warrant dated October 16, 2025. | Form 8-K | 001-41371 | 4.1 | October 16, 2025 |
| 10.1+ | Edible Garden AG Incorporated 2022 Equity Incentive Plan. | Form S-1/A | 333-260655 | 10.22 | January 19, 2022 |
| 10.2+ | First Amendment to the Edible Garden AG Incorporated 2022 Equity Incentive Plan. | Form 8-K | 001-41371 | 10.1 | June 9, 2023 |
| 10.3+ | Second Amendment to the Edible Garden AG Incorporated 2022 Equity Incentive Plan. | Form 8-K | 001-41371 | 10.1 | August 23, 2024 |
| 10.4 | Edible Garden AG Incorporated Amended and Restated 2022 Equity Incentive Plan. | Form 8-K | 001-41371 | 10.1 | September 25, 2025 |
| 10.5+ | Edible Garden AG Incorporated 2025 Officer and Director Equity Incentive Plan. | Form 8-K | 001-41371 | 10.2 | September 25, 2025 |
| 10.6+ | Form of Employee Option Agreement under the Edible Garden AG Incorporated 2025 Officer and Director Equity Incentive Plan. | __ | __ | __ | Filed herewith |
| 10.7+ | Form of Employee RSU Agreement under the Edible Garden AG Incorporated 2025 Officer and Director Equity Incentive Plan. | __ | __ | __ | Filed herewith |
| 10.8+ | Form of Director RSA Agreement under the Edible Garden AG Incorporated 2025 Officer and Director Equity Incentive Plan. | __ | __ | __ | Filed herewith |
| 10.9+ | Form of Director RSU Agreement for under the Edible Garden AG Incorporated 2025 Officer and Director Equity Incentive Plan. | __ | __ | __ | Filed herewith |
| 10.10+ | Amended and Restated Executive Employment Agreement, by and between Edible Garden AG Incorporated and James E. Kras, dated as of May 13, 2025. | Form 8-K | 001-41371 | 10.5 | May 14, 2025 |
| 10.11+ | 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 |
| 10.12+ | Form of Indemnification Agreement. | Form 8-K | 001-41371 | 10.1 | January 26, 2024 |
| 10.13 | 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 |
| 10.14 | 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 |
| 10.15 | 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 |
| 10.16 | Guaranty, by Edible Garden AG Incorporated, dated as of August 30, 2022. | Form 8-K | 001-41371 | 10.5 | September 6, 2022 |
| 10.17±# | 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 |
| 10.18±# | 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 |
| 10.19± | Lease Agreement, made as of December 31, 2014, by and between Edible Garden Corp. and Whitetown Realty, LLC. | Form 8-K | 001-41371 | 10.1 | October 4, 2024 |
| 10.20± | Lease Extension Agreement, dated September 10, 2019, by and between Edible Garden Corp. and Whitetown Realty, LLC. | Form 8-K | 001-41371 | 10.2 | October 4, 2024 |
| 10.21 | Equity Distribution Agreement, dated January 31, 2025, by and between Edible Garden AG Incorporated and Maxim Group LLC. | Form 8-K | 001-41371 | 10.1 | January 31, 2025 |
| 10.22 | Standard Merchant Cash Advance Agreement, dated as of April 1, 2025, by and between the Company and Arin Funding LLC. | Form 8-K | 001-41371 | 10.1 | April 3, 2025 |
| 10.23± | 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. | Form 8-K | 001-41371 | 10.1 | May 14, 2025 |
| 10.24 | Stock Purchase Agreement, by and between Edible Garden AG Incorporated and Streeterville Capital, LLC, dated as of May 14, 2025. | Form 8-K | 001-41371 | 10.2 | May 14, 2025 |
| 10.25 | Lease Agreement, by and between Edible Garden Sustainable Ventures LLC and Iowa Shrimp Holdings, LLC, dated as of May 14, 2025. | Form 8-K | 001-41371 | 10.3 | May 14, 2025 |
| 10.26± | Note Purchase Agreement, by and between Edible Garden AG Incorporated and Avondale Capital, LLC, dated as of August 29, 2025. | Form 8-K | 001-41371 | 10.1# | September 5, 2025 |
| 10.27 | Secured Promissory Note, by and between Edible Garden AG Incorporated and Avondale Capital, LLC, effective as of August 29, 2025. | Form 8-K | 001-41371 | 10.2 | September 5, 2025 |
| 10.28 | Security Agreement, by and between Edible Garden AG Incorporated and Avondale Capital, LLC, dated as of August 29, 2025. | Form 8-K | 001-41371 | 10.3 | September 5, 2025 |
| 10.29 | Note Purchase Agreement, by and between the Company and Streeterville Capital, LLC, dated as of March 3, 2026. | Form 8-K | 001-41371 | 10.1 | March 4, 2026 |
| 10.30 | Secured Promissory Note, dated as of March 3, 2026. | Form 8-K | 001-41371 | 10.2 | March 4, 2026 |
| 10.31 | Security Agreement, by and between the Company and Streeterville Capital, LLC, dated as of March 3, 2026. | Form 8-K | 001-41371 | 10.3 | March 4, 2026 |
| 10.32 | Guarantee, for the benefit of Streeterville Capital, LLC, dated as of March 3, 2026. | Form 8-K | 001-41371 | 10.4 | March 4, 2026 |
| 10.33# | Interim Order Agreement, by and between the Company and Tetra Pak Inc., dated as of March 4, 2026 for processing. | Form 8-K | 001-41371 | 10.1 | March 10, 2026 |
| 10.34# | Interim Order Agreement, by and between the Company and Tetra Pak Inc., dated as of March 4, 2026 for packaging. | Form 8-K | 001-41371 | 10.2 | March 10, 2026 |
| 10.35 | Form of Inducement Letter Agreement dated May 21, 2025. | Form 10-Q | 001-41371 | 10.7 | August 14, 2025 |
| 10.36 | Form of Inducement Letter Agreement dated October 16, 2025. | Form 8-K | 001-41371 | 10.1 | October 16, 2025 |
| 16.1 | Letter from Marcum LLP, dated April 23, 2025 | Form 8-K | 001-41371 | April 23, 2025 | |
| 19.1 | Edible Garden AG Incorporated Amended and Restated Insider Trading Policy. | Form 10-K | 001-41371 | 19.1 | March 31, 2025 |
| 21.1 | List of Subsidiaries. | __ | __ | __ | Filed herewith |
| 23.1 | Consent of CBIZ CPAs P.C., Independent Registered Public Accounting Firm. | __ | __ | __ | Filed herewith |
|---|---|---|---|---|---|
| 23.2 | 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. | Form 10-K | 001-41371 | 97 | April 1, 2024 |
| 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, 2025, 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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