Edible Garden AG Inc 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 Commission File Number:001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) 85-0558704 (I.R.S. Employer Identification No.) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold on June 30, 2024 (the last business day of the registrant’s most recently completed secondfiscal quarter), was approximately $4.1million. As of March 14, 2025, the registrant had1,436,734shares of Common Stock, $0.0001 par value per share, outstanding. EDIBLE GARDEN AG INCORPORATEDANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS PART IPageItem 1. Business4Item 1A. Risk Factors15Item 1B. Unresolved Staff Comments31Item 1C. Cybersecurity31Item 2. Properties31Item 3. Legal Proceedings31Item 4. Mine Safety Disclosures31PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities32Item 6. Reserved32Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A. Quantitative and Qualitative Disclosures About Market Risk40Item 8. Financial Statements and Supplementary Data41Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure66Item 9A. Controls and Procedures66Item 9B. Other Information66Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections66PART IIIItem 10. Directors, Executive Officers and Corporate Governance67Item 11. Executive Compensation70Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters72Item 13. Certain Relationships and Related Transactions and Director Independence75Item 14. Principal Accountant Fees and Services76PART IVItem 15. Exhibits and Financial Statement Schedules77Item 16. Form 10-K Summary81SIGNATURES82 Table of Contents When we use the terms “Edible Garden,” the “Company,” “we,” “us,” or “our,” we are referring to Edible Garden AG Incorporatedand its subsidiaries, unless the context otherwise requires. Cautionary Statement Regar