UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 2)
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) |
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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 |
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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”). On January 4, 2023, the Company filed an amendment to the Original Form 8-K (the “Form 8-K Amendment”) to provide historical financial statements under Item 9.01(a) of Form 8-K and to provide pro forma financial information under Item 9.01(b) of Form 8-K, which financial statements and pro forma information the Company believed were required to be disclosed in the event of a business acquisition, as defined under Regulation S-X. Upon further analysis of the acquired assets of the Michigan Property, the Company has determined the acquisition was an asset acquisition, as defined under Regulation S-X, and accordingly the financial statements and pro forma information included in the Form 8-K Amendment were not required to be disclosed. We are amending the Original Form 8-K and the Form 8-K Amendment to remove the financial statements and pro forma information previously included as Exhibit 99.2 and 99.3, respectively, as well as the corresponding Consent of Lance, Soll & Lunghard, LLP, previously included as Exhibit 23.1. There are no other changes to the Original Form 8-K or the Form 8-K Amendment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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| 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. |
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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 31, 2023 | By: | /s/ Michael James |
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| Name: | Michael James |
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| Title: | Chief Financial Officer |
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