Form 8-K
8-K — Edible Garden AG Inc
Accession: 0001477932-26-004536
Filed: 2026-07-28
Period: 2026-07-27
CIK: 0001809750
SIC: 0100 (AGRICULTURE PRODUCTION - CROPS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — edbl_8k.htm (Primary)
EX-99.1 — PRESS RELEASE (edbl_ex991.htm)
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8-K — FORM 8-K
8-K (Primary)
Filename: edbl_8k.htm · Sequence: 1
edbl_8k.htm
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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): July 27, 2026
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 8.01 Other Events.
On July 27, 2026, Edible Garden AG Incorporated (the “Company”) received written notification from The Nasdaq Stock Market LLC (“Nasdaq”) that the Nasdaq Hearing Panel (the “Panel”) granted the Company an extension until August 15, 2026 to regain compliance with the rule requiring listed companies to maintain a minimum closing bid price of at least $1 per share (the “Bid Price Rule”). This decision followed the Company’s hearing before the Panel, which was held on July 9, 2026, relating to the Company’s compliance with the Bid Price Rule.
The extension by the Panel is contingent on the Company demonstrating compliance with the Bid Price Rule and remaining in compliance with Nasdaq’s continued listing standards. If the Company is not successful in demonstrating compliance with the Bid Price Rule by the deadline, the Panel may reconsider the extension. In addition, the Panel will maintain jurisdiction over the Company’s listing through November 23, 2026. During this period, if the Company does not maintain compliance with the Bid Price Rule, the Panel will immediately delist the Company’s securities from Nasdaq. Pursuant to Nasdaq listing rule 5815(d)(4)(B), the Company will also be subject to a Mandatory Panel Monitor for one year from the date the Nasdaq staff confirms the Company has regained compliance with the Bid Price Rule.
The Company expects to demonstrate compliance with the Bid Price Rule by the extension deadline. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule or remain in compliance with Nasdaq’s continued listing standards.
On July 28, 2026, the Company issued a press release announcing the Panel’s decision. A copy of the press release is attached hereto as Exhibit 99.1.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “believe,” “can,” “could,” “expect,” “may” and “will,” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain and maintain compliance with Nasdaq’s continued listing standards and maintain the listing of its securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press release dated July 28, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
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: July 27, 2026
By:
/s/ James E. Kras
Name:
James E. Kras
Title:
President and Chief Executive Officer
3
EX-99.1 — PRESS RELEASE
EX-99.1
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EXHIBIT 99.1
Edible Garden Receives Favorable Decision from Nasdaq Hearings Panel
Company Advances Farm-to-Formula® Strategy and Webster City Ready-to-Drink Manufacturing Buildout
BELVIDERE, NJ, July 28, 2026 — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (CEA), organic and sustainable produce, and developer of the Zero-Waste Inspired® mission and Farm-to-Formula® platform, today announced that the Nasdaq Hearings Panel has granted the Company's request for continued listing on The Nasdaq Stock Market, subject to the condition that the Company demonstrate compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of at least $1.00 per share, on or before August 15, 2026.
As previously announced, the Company effected a 1-for-45 reverse stock split of its common stock, effective July 13, 2026. Since the reverse stock split became effective, the closing bid price of the Company's common stock has remained at or above $1.00 per share. Compliance with the Bid Price Rule remains subject to confirmation by the Nasdaq Listing Qualifications Staff.
“We’re pleased with the Panel’s decision,” said Jim Kras, Chief Executive Officer of Edible Garden. “It keeps our attention where it belongs — on building out the Webster City ready-to-drink facility, moving into higher-margin nutrition categories, and continuing to take cost out of the business. We expect to have more to report on each of these in the coming months.”
The Panel will maintain jurisdiction over the Company’s listing through November 23, 2026, and the decision is subject to additional conditions and continued Panel oversight during that period. Additional information regarding the Panel’s decision and its terms is available in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2026.
There can be no assurance that the Company will demonstrate or maintain compliance with the Bid Price Rule or remain in compliance with Nasdaq’s other continued listing standards.
1
ABOUT EDIBLE GARDEN®
Edible Garden AG Incorporated is a leader in controlled environment agriculture (CEA), delivering organic, better-for-you, sustainable produce and products through its Zero-Waste Inspired® next-generation farming model. Available in over 6,000 retail locations across the United States, Caribbean, and South America, Edible Garden is at the forefront of the CEA and sustainability technology movement, distinguished by its advanced safety-in-farming protocols, sustainable packaging, patented GreenThumb software, and innovative Self-Watering in-store displays. The Company operates state-of-the-art, vertically integrated greenhouses and processing facilities, including Edible Garden Heartland in Grand Rapids, Michigan; Edible Garden Prairie Hills in Webster City, Iowa; and its headquarters at Edible Garden Belvidere in New Jersey. It also partners with a network of contract growers strategically located near major U.S. markets to ensure freshness and reduce environmental impact. The Company is also expanding its Prairie Hills facility in Webster City, Iowa, into a dedicated ready-to-drink (RTD) clean nutrition manufacturing hub, supporting its Farm-to-Formula® strategy and its transformation into higher-margin, shelf-stable nutrition categories.
Edible Garden’s proprietary GreenThumb 2.0 software—protected by U.S. Patents US 11,158,006 B1, US 11,410,249 B2, and US 11,830,088 B2—optimizes vertical and traditional greenhouse growing conditions while aiming to reduce food miles. Its patented Self-Watering display (U.S. Patent No. D1,010,365) is designed to extend plant shelf life and elevate in-store presentation. In addition to its core CEA operations, Edible Garden owns three patents in advanced aquaculture technologies: a closed-loop shrimp farming system (US 6,615,767 B1), a modular recirculating aquaculture setup with automated water treatment and feeding (US 10,163,199 B2), and a sensor-driven ammonia control method utilizing electrolytic chlorine generation (US 11,297,809 B1).
The Company has been recognized as a FoodTech 500 firm by Forward Fooding, is a multi-year participant in Walmart’s Project Gigaton and a Giga Guru designee and has received NRG’s Excellence in Energy Award for its commitment to measurable environmental performance and energy stewardship. Edible Garden also develops and markets a growing line of nutrition and specialty food products, including Vitamin Way® and Vitamin Whey®—plant and whey protein powders—and Kick. Sports Nutrition, a premium performance line for health-conscious athletes seeking cleaner, better-for-you options. The Company’s offerings further include fresh, sustainable condiments such as Pulp fermented gourmet and chili-based sauces, as well as Pickle Party, a collection of fermented fresh pickles and krauts.
Learn more at https://ediblegardenag.com
For Pulp products, visit https://www.pulpflavors.com.
For Vitamin Whey® products, visit https://vitaminwhey.com.
For Kick. Sports Nutrition products, visit https://kicksportsnutrition.net/
Watch the Company’s latest corporate video here.
2
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “believe,” “can,” “could,” “expect,” “may,” “plan,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. These statements include, without limitation, statements regarding the Company’s ability to demonstrate and maintain compliance with the Bid Price Rule and Nasdaq’s other continued listing standards, the development of the Company’s ready-to-drink manufacturing facility in Webster City, Iowa, and the Company’s Farm-to-Formula® strategy. Forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including those described in the “Risk Factors” section and other sections of the Company’s reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contacts:
Crescendo Communications, LLC
212-671-1020
EDBL@crescendo-ir.com
3
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Jul. 27, 2026
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