M&A - Edible Garden AG Inc

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000147793225003815

Filing Summary: As of May 15, 2025, Edible Garden AG Incorporated discussed an acquisition strategy focusing on acquiring Narayan d.o.o., a sustainable food producer located in Slovenia with operations extending into Europe and Asia. The company has advanced a total of $299,000 to the Narayan Group to enhance their operational capabilities. This advance is secured by a promissory note that carries an interest rate of 6.0% per annum until June 30, 2025, at which point it will increase to 10.0% if a definitive agreement is not reached by then. The implication of this acquisition could significantly impact Edible Garden's market presence and operational capacity in the global sustainable food sector. Moreover, the report indicates a challenging financial landscape for the company, referencing significant liquidity risks that may affect future operations.

Form Type: 8-K

Filing Date: 2025-05-14

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225003704

Filing Summary: On May 14, 2025, Edible Garden Sustainable Ventures LLC, a wholly owned subsidiary of Edible Garden AG Incorporated, completed the acquisition of sustainable aquaculture assets located in Fort Dodge, Iowa from NaturalShrimp Farms Inc. as per an asset purchase agreement. The assets acquired include machinery, vehicles, intellectual property, supplier lists, and inventory. As part of the transaction, Edible Garden issued 12,000 shares of newly created Series B Preferred Stock at a value of $1,000 each for a total of $12 million. Additionally, on May 13, 2025, the company approved a certificate of designation for the Series B Preferred Stock, which ranks senior to common stock regarding dividends and liquidation rights. The transaction also involved a lease agreement for the property where the assets are located and a transition services agreement for operational support from the seller. Furthermore, Edible Garden entered a stock purchase agreement with Streeterville Capital for additional shares, affirming its commitment to compliance with Nasdaq's listing standards. Overall, the transactions are pivotal for Edible Garden's expansion in sustainable aquaculture.

Form Type: 10-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: Update

Accession Number: 000147793225002281

Filing Summary: Edible Garden AG Incorporated reported on its acquisition strategy focused on enhancing greenhouse capacity to reduce reliance on contract growers and improve earnings potential. In 2022, the company acquired a five-acre greenhouse facility in Grand Rapids, Michigan, for $2.886 million. This facility has transitioned to focus on growing herbs and has positively contributed to the company's gross margin by decreasing sales costs associated with contract growers. The company is also engaged in ongoing development at this facility to enhance product offerings, particularly plant-based proteins and nutraceuticals, while expanding market channels. The strategic focus on growth through acquisitions targets expanding both capacity and consumer product offerings to leverage existing distribution channels effectively.

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225000170

Filing Summary: On January 13, 2025, Edible Garden AG Incorporated issued a press release announcing its entry into a non-binding letter of intent to acquire Narayan, proizvodnja in veletrgovina, d.o.o. This acquisition marks a strategic move for the company, enhancing its market presence and expanding its operational capabilities. The press release is attached as Exhibit 99.1 of the Form 8-K filing. The document also confirms that Edible Garden AG remains an emerging growth company and has not chosen to utilize the extended transition period for accounting standards.