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    Edible Garden AG Incorporated filed SEC Form 8-K: Other Events

    6/21/24 4:15:35 PM ET
    $EDBL
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    edbl_8k.htm
    0001809750false00018097502024-06-172024-06-170001809750edbl:CommonStockParValueMember2024-06-172024-06-170001809750edbl:WarrantsToPurchaseMember2024-06-172024-06-17iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

     

    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): June 17, 2024 

    ___________________________

     

    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 June 17, 2024, Edible Garden AG Incorporated (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that Nasdaq granted the Company until October 8, 2024 to regain compliance with requirements for continued listing on Nasdaq.

     

    On or before October 8, 2024, the Company must evidence compliance with Nasdaq Listing Rule 5550(b) (the “Rule”), which requires the Company to have a minimum $2,500,000 in stockholder’s equity, $35,000,000 market value of listed securities, or $500,000 net income from continuing operations. If the Company fails to regain compliance with the Rule, or fails to evidence compliance with the Rule in its periodic report for the year ending December 31, 2024, the Company may be subject to delisting. In that event, the Company would have the right to a hearing before a Nasdaq hearings panel, which would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

     

    Also on June 17, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that it had regained compliance with the publicly held shares requirement for continued listing on Nasdaq under Nasdaq Rule 5550(a)(4).

     

     

    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: June 21, 2024

    /s/ James E. Kras

     

    Name:

    James E. Kras

     

     

    Title:

    President and Chief Executive Officer

     

     

     

    3

     

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