Edible Garden AG Inc

We own Edible Garden Heartland, a 5-acre greenhouse location in Grand Rapids, Michigan, through the Michigan Subsidiary. We own Edible Garden Heartland subject to a mortgage on Edible Garden Heartland and a security interest in the assets owned by the Michigan Subsidiary that secure a promissory note with a principal amount of $1.1 million issued by the Michigan Subsidiary to NJD Investments, LLC. We guaranteed the Michigan Subsidiary’s obligation to repay the amounts due under the mortgage on Edible Garden Heartland.

We operate our Flagship Facility, a 5-acre greenhouse location in Belvidere, New Jersey. On October 1, 2024, we acquired Edible Garden Corp. (“EGC”) from Unrivaled Brands, Inc., our former parent company, for the nominal price of $1.00. At our inception, we acquired substantially all of the assets of EGC from Unrivaled Brands, Inc., except for the lease agreement between EGC and the Landlord, made as of December 30, 2014 (the “Lease Agreement”), as amended by a lease extension agreement between EGC and the Landlord dated September 10, 2019 (the “Lease Extension,” together with the Lease Agreement, the “Lease”), for a 5-acre greenhouse location in Belvidere, New Jersey. As a result, prior to October 1, 2024, we operated the New Jersey property through an informal arrangement with EGC in which the Company effectively rented the property on a month-to-month basis with no set term. On October 1, 2024, upon the closing of its acquisition of EGC, we assumed the Lease and became subject to its terms. The Lease has a term that commenced on January 1, 2015 and ends on December 31, 2029. Under the terms of the Lease, we paid the Landlord a monthly lease payment of approximately $23 thousand in 2025.

In May 2025, we entered into a lease agreement with Iowa Shrimp Holdings, LLC, an affiliate of NaturalShrimp and Streeterville, for the Iowa Facility. The facility includes more than 200,000 square feet of food-grade manufacturing and warehousing infrastructure and is intended to support aseptic beverage processing and packaging across protein, plant-based, dairy, and functional beverage categories. Under the terms of the lease for the Iowa Facility, the initial term of the lease is for twelve months (the “Initial Term”). We may extend the term of the lease by an additional twelve months (the “First Renewal Term”) provided that (i) we are in compliance with the terms of the lease in all material respects; and (ii) the aggregate value of the Series B Preferred Stock either redeemed by us or exchanged for shares of our common stock during the Initial Term is not less than $2 million. Further, we may extend the term of the lease by an additional twelve months (the “Second Renewal Term”) provided that (i) we are in compliance with the terms of the lease in all material respects; and (ii) the aggregate value of the Series B Preferred Stock either redeemed by us or exchanged for shares of our common stock during the First Renewal Term is not less than $3 million. Finaly, we, with the consent of Iowa Shrimp Holdings, LLC, may extend the term of the lease by additional twelve month periods provided that (i) we have already completed the First Renewal Term and Second Renewal Term; (ii) we, at the time of any renewal, are in compliance with the terms of the lease in all material respects; and (iii) the aggregate value of the Series B Preferred Stock either redeemed by us or exchanged for shares of our common stock is not less than $4 million during each of the Second Renewal Term and any successive twelve calendar month term.

Under the terms of the lease for the Iowa Facility, we pay a monthly lease payment of $1.00 to Iowa Shrimp Holdings, LLC for the Initial Term. If we are considered a holdover tenant after the expiration of the Initial Term or any renewal term with the prior written consent of Iowa Shrimp Holdings, LLC, the tenancy will be construed as month to month, except that rent shall be increased to an amount equal to (i) $15 thousand per calendar month if the holdover tenancy occurs between the first anniversary and second anniversary of May 14, 2025, (ii) $23 thousand per calendar month if the holdover tenancy occurs between the second anniversary and third anniversary of May 14, 2025, or (iii) $30 thousand per calendar month if the holdover tenancy occurs after the third anniversary of May 14, 2025, plus, and in addition to the rent, all other sums of money due and payable by us to Iowa Shrimp Holdings, LLC under the lease.

We continue to experience significant unit growth across key segments, including fresh-cut clamshell herbs. In response to this demand, we have increased our investment in processing and packaging equipment and expect to continue making such investments to support ongoing growth, at Edible Garden Heartland, our Flagship Facility, and with our contract growers, as described above in Part I, Item 1 “Business,” under the heading “Potential Growing Capacity.”

Our non-perishable product portfolio, including shelf-stable nutraceuticals, protein powders, sports nutrition products, and fermented and value-added consumer goods, is sourced through established co-manufacturing partners with sufficient production capacity to meet existing and anticipated near-term demand. The Company believes its co-manufacturing arrangements provide adequate flexibility to scale production in line with demand without requiring near-term capital investment in additional manufacturing infrastructure for these product lines.