UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
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 |
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.
EXPLANATORY NOTE
On September 6, 2022, Edible Garden AG Incorporated (the “Company” or “we”) filed a Current Report on Form 8-K (the “Original Form 8-K”), to report that the Company had acquired the assets of the business of Greenleaf Growers, Inc. (the “Michigan Property”). We are amending the Original Form 8-K to provide the historical financial statements required by Item 9.01(a) of Form 8-K and to provide the pro forma financial information required by Item 9.01(b) of Form 8-K, which financial statements and pro forma information were not included in the Original Form 8-K as permitted by Item 9.01(a)(3) and Item 9.01(b)(2) of Form 8-K. There are no other changes to the Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
This Current Report on Form 8-K/A includes (i) historical audited financial information for the Michigan Property and (ii) the unaudited pro forma financial information for the Company giving effect to the purchase of the Michigan Property, as described further below.
| (a) | Audited Financial Statements of the Michigan Property as of and for the Year Ended December 31, 2021 as of and for the six months ended June 30, 2022. |
The following audited financial statements of the Michigan Property are attached hereto as Exhibit 99.2 and incorporated by reference herein:
| · | Report of Lance, Soll & Lunghard, LLP |
| · | Balance Sheet |
| · | Statement of Operations |
| · | Statement of Cash Flows |
| · | Statement of Stockholders’ Deficit |
| · | Notes to Financial Statements |
| (b) | Unaudited Pro Forma Financial Information of the Company. |
The following unaudited pro forma financial information of the Company is attached hereto as Exhibit 99.3 and incorporated by reference herein:
| · | Unaudited Pro Forma Balance Sheet as of June 30, 2022 |
| · | Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2021, giving effect to the acquisition of the Michigan Property as if the acquisition was completed on January 1, 2021 |
| · | Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2022, giving effect to the acquisition of the Michigan Property as if the acquisition was completed on January 1, 2022 |
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(d) Exhibits.
Exhibit No. |
| Description |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| # | Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. |
| * | Filed herewith. |
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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 | ||
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Date: January 4, 2023 |
| /s/ Michael James | |
| Name: | Michael James |
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| Title: | Chief Financial Officer |
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