Form 8-K

8-K — Edible Garden AG Inc

Accession: 0001477932-26-005007

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0001809750

SIC: 0100 (AGRICULTURE PRODUCTION - CROPS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): August 14, 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 2.02. Results of Operations and Financial Condition.

On August 14, 2026, Edible Garden AG Incorporated (the “Company”) issued a press release to report financial results for the quarter ended June 30, 2026. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release dated August 14, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 14, 2026

/s/ James E. Kras

Name:

James E. Kras

Title:

President and Chief Executive Officer

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EXHIBIT 99.1

Edible Garden Reports Second Quarter 2026 Results; Revenue Grows 12.8%, Sales Increase 31.2% as Company Accelerates Farm-to-Formula® Strategy

International Vitamin Sales Increase 50% as Retail Expansion, Broad-Based Product Growth, and Improved Operating Efficiency Strengthen the Company’s Commercial Foundation

Successful Tetra Pak Prototype Production and Prairie Hills Development Advance RTD Commercialization Strategy

Conference Call Today at 8:00 a.m. Eastern Time

BELVIDERE, NJ, August 14, 2026 — Edible Garden AG Incorporated (“Edible Garden” or the “Company”) (Nasdaq: EDBL, EDBLW), a leader in controlled environment agriculture (“CEA”), locally grown, organic and sustainable produce and products, today reported financial results for the three and six months ended June 30, 2026.

Edible Garden continued building momentum during the second quarter, with revenue increasing 12.8% to $3.6 million and total sales growing 31.2% year over year. The results reflected strong demand for the Company’s cut herb portfolio, growth across its herb and condiment portfolio, with continued expansion among both existing and new retail customers.

During the quarter, the Company also strengthened its strategic foundation by expanding relationships with leading national and regional retailers, improving operating efficiency through strategic supply-chain initiatives, advancing its Farm-to-Formula® strategy through continued progress toward commercialization of its ready-to-drink (“RTD”) platform, and receiving industry recognition for both its controlled environment agriculture platform and branded consumer products. Subsequently, Edible Garden further expanded its relationship with Target through a new fresh-cut herb distribution award at a key Midwest distribution center, which is expected to broaden distribution of the Company’s premium fresh-cut herb portfolio across a network of Target stores throughout the region.

These accomplishments build on Edible Garden’s Farm-to-Formula strategy, leveraging the Company’s established retail relationships, vertically integrated operating platform, nationwide distribution network, food safety expertise, and commercialization capabilities

Financial & Operating Highlights for the Three Months Ended June 30, 2026

Revenue increased 12.8% to $3.6 million, compared with $3.1 million in the prior-year period, primarily reflecting continued growth in the Company’s cut herb portfolio.

Broad-based growth supported the quarter’s performance, with total sales growing 31.2% year over year, including:

Cut herb sales increased 42%, driven by growth with existing retail partners and new programs with Kroger, Target, and Weis Markets.

Potted herb sales increased 11.3%, supported by new business with Busch’s Fresh Food Market, Kroger, Pete’s Market and Weis Markets, together with continued growth at Wakefern.

International Vitamins sales increased 50.0%, reflecting incremental product offerings and promotional activity.

Condiment sales increased 594.7%, driven by new customer placements with Safeway, Wakefern and Woodman’s Markets.

Advanced commercialization of the Company’s Farm-to-Formula strategy, successfully completing RTD prototype production at Tetra Pak’s New Product Development Center while continuing development of the Prairie Hills manufacturing platform, which is expected to provide annual production capacity of more than 100 million beverage units upon completion.

“Our second quarter demonstrated continued execution across both our core business and our long-term growth strategy,” said Jim Kras, Chief Executive Officer of Edible Garden. “We delivered double-digit revenue growth, generated broad-based growth across our product portfolio, expanded relationships with leading retailers and continued advancing the key commercialization milestones supporting our Farm-to-Formula strategy. We believe these results reflect the strength of our operating platform and the increasing value of the foundation we have built.”

“The momentum in our core business continues to build. Cut herb sales increased more than 42%, driven by growth with existing customers and new programs with Kroger, Target, and Weis, while potted herbs, International Vitamins and condiments also delivered strong growth. We further expanded programs with Walmart, Wakefern, ShopRite and The Fresh Market and strengthened long-term revenue visibility through an expanded multi-year private-label agreement with a major Midwest retailer. Our recent award of fresh-cut herb distribution through a key Target Midwest distribution center further expands that relationship and demonstrates our ability to leverage our Midwest production and distribution infrastructure to efficiently support additional volume. At the same time, our transition to retailer distribution center deliveries in the Metro New York market is expected to improve operating leverage while reducing transportation costs and further supporting our Zero-Waste Inspired® mission.”

We also continued making meaningful progress toward commercialization of our Farm-to-Formula strategy, which we believe represents one of the most significant long-term growth opportunities in Edible Garden's history. During the quarter, we successfully completed prototype production at Tetra Pak's New Product Development Center, validating our proprietary clean-label formulations under commercial processing conditions while generating valuable data to support product optimization, customer sampling, and manufacturing readiness. We also advanced development of the Prairie Hills manufacturing facility through the engagement of Structura Architects and E2 Building Group, further strengthening the team responsible for bringing the project from design to commercial production.”

“Prairie Hills is being developed as a flexible, high-capacity manufacturing platform for shelf-stable, clean-label nutritional beverages utilizing advanced Tetra Pak processing and packaging technologies. At full production, the facility is expected to have the capacity to manufacture more than 100 million beverage units annually, supporting opportunities across sports nutrition, protein beverages, functional wellness, meal replacement, and other better-for-you categories. Importantly, the platform is being designed to support both Edible Garden's branded products and private-label manufacturing, creating multiple potential avenues for long-term growth.”

“What makes this opportunity especially compelling is that we are not starting from scratch. We have spent years building trusted relationships with leading retailers, developing nationally recognized brands, establishing food safety and supply chain capabilities, and creating a commercialization platform with products available in more than 6,000 retail locations. We believe combining those assets with scalable domestic RTD manufacturing positions Edible Garden to significantly expand its addressable market, diversify its revenue base, improve the long-term earnings profile of the business, and create sustainable value for our shareholders,” concluded Mr. Kras.

Financial Overview

Financial results for the second quarter of 2026 reflected continued revenue growth and a reduction in operating loss, supported by lower selling, general and administrative expenses, partially offset by higher cost of goods sold and depreciation and amortization associated in part with the Company’s pivot toward RTD clean nutrition manufacturing.

Financial Results for the Three Months Ended June 30, 2026

Revenue increased 12.8% to $3.6 million, compared to $3.1 million for the three months ended June 30, 2025. The 12.8% growth was primarily attributable to continued growth in the Company’s cut herb portfolio across its retail customer base, which increased approximately $0.5 million, or 50.5%.

Gross profit was $0.6 million, compared to $0.6 million in the prior-year period.

Selling, general and administrative expenses were $3.1 million, compared to approximately $4.0 million in the prior-year period, a decrease of approximately $0.9 million, or 21.5%.

Net loss improved to $3.3 million, compared to a net loss of $4.0 million for the three months ended June 30, 2025.

Conference Call

Edible Garden will host a conference call today, Friday, August 14, 2026, at 8:00 a.m. Eastern Time to discuss financial results for the quarter ended June 30, 2026, and provide a business update.

The conference call will be available via telephone by dialing toll-free +1 888-506-0062 for U.S. callers or +1 973-528-0011 for international callers and entering access code 248059. A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2914/54376 or on the investor relations section of the Company’s website at https://ediblegardenag.com/presentations/.

A webcast replay will be available on the investor relations section of the Company’s website through August 14, 2027. A telephone replay will be available approximately one hour following the call through August 28, 2026, and may be accessed by dialing +1 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering access code 54376.

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.

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 “aim,” “believe,” “continue,” “develop,” “expect,” “future,” “intend,” “expand,” “advance,” “design,” “opportunity,” “plan,” “potential,” “position,” “strategy,” “target,” “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 improve its financial results and operating margins; convert inbound retailer interest into new or expanded programs; service additional volume; continue growing its fresh cut herb, USDA Organic, nutrition and specialty food product lines; realize the expected benefits of cost reduction, automation, in-sourcing and strategic partnership initiatives; complete construction, equipment installation, commissioning and commercial production readiness at the Prairie Hills facility; commercialize its RTD platform; achieve anticipated manufacturing capacity; attract branded and private-label customers; and capitalize on the expected growth of the RTD and clean nutrition markets. 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, except as required by law.

Investor Contacts:

Crescendo Communications, LLC

212-671-1020

EDBL@crescendo-ir.com

Tables Follow

EDIBLE GARDEN AG INCORPORATED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share information)

June 30,

December 31,

2026

2025

ASSETS

Current assets:

Cash

$ 658

$ 1,114

Restricted cash, current

3,296

Accounts receivable, net

979

1,906

Inventory, net

1,182

1,861

Prepaid expenses and other current assets

691

912

Total current assets

6,806

5,793

Restricted cash, noncurrent

6,704

Property, equipment and leasehold improvements, net

10,143

10,107

Operating lease right-of-use assets

3,680

4,289

Finance lease right-of-use assets

Intangible assets, net

291

302

Other assets

TOTAL ASSETS

$ 27,707

$ 20,596

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES:

Current liabilities:

Accounts payable and other accrued expenses

$ 7,251

$ 5,297

Current maturities of operating lease liabilities

233

225

Current maturities of finance lease liabilities

Short-term debt, net of discounts

1,610

1,441

Derivative liability

165

Total current liabilities

9,307

7,088

Long-term liabilities:

Long-term debt, net of discounts

12,175

215

Long-term operating lease liabilities

648

767

Long-term finance lease liabilities

Total long-term liabilities

12,827

1,011

Total liabilities

22,134

8,099

COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDERS’ EQUITY (DEFICIT):

Common stock ($0.0001 par value, 100,000,000 shares authorized, 525,638 and 13,187 shares outstanding as of June 30, 2026 and December 31, 2025, respectively (1))

Preferred stock ($1,000 par value, 10,000,000 shares authorized; 6,593 and 15,784 shares outstanding as of June 30, 2026 and December 31, 2025, respectively)

6,593

15,784

Additional paid-in capital

64,411

55,034

Obligation to issue shares

140

322

Accumulated deficit

(65,571 )

(58,643 )

Total stockholders’ equity (deficit)

5,573

12,497

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$ 27,707

$ 20,596

(1) Adjusted to reflect the stock splits.

EDIBLE GARDEN AG INCORPORATED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per-share information)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

REVENUE

$ 3,550

$ 3,146

$ 6,891

$ 5,864

OPERATING EXPENSES

Cost of goods sold, excluding depreciation

2,955

2,512

7,345

5,142

Selling, general and administrative expenses

3,134

3,993

6,039

6,760

Depreciation and amortization

654

234

3,378

482

Gain on sale of asset

(16 )

(1 )

Total operating expense

6,727

6,739

16,746

12,383

Loss from operations

(3,177 )

(3,593 )

(9,855 )

(6,519 )

Other income (expenses)

Interest expense, net

(163 )

(389 )

(313 )

(829 )

Loss on extinguishment of debt

(114 )

Loss on sale of tax benefit

(235 )

Other income / (loss)

121

Total other income (expenses)

(82 )

(450 )

(427 )

(848 )

Loss before income taxes

(3,259 )

(4,043 )

(10,282 )

(7,367 )

Income tax benefit

3,354

NET LOSS

$ (3,259 )

$ (4,043 )

$ (6,928 )

$ (7,367 )

Net loss per common share - basic and diluted (1)

$ (18.79 )

$ (2,960.37 )

$ (74.09 )

$ (4,478.10 )

Weighted-Average Number of Common Shares Outstanding – Basic and Diluted (1)

180,420

4,687

99,023

3,841

(1) Adjusted to reflect the stock splits.

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Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

-Number 230

-Section 425

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