Edible Garden AG Inc美股招股说明书(2026-08-11版)

EDIBLE GARDEN AG INCORPORATED Up to $7,195,548 of Shares Common Stock We have entered into an Equity Distribution Agreement dated August 11, 2026 (the “Equity Distribution Agreement”) wiGroup LLC (“Maxim” or the “sales agent”), relating to shares of our common stock offered by this prospectus supplemenaccompanying prospectus. In accordance with the terms of the Equity Distribution Agreement, we may offer and sell shares of ourstock, $0.0001 par value per share (“common stock”), having an aggregate offering price of up to $7,195,548 from time to time througacting as our agent. The offering of shares of our common stock pursuant to the Equity Distribution Agreement will terminate upon thof (i) August 11, 2027, (ii) the sale of all common stock provided for in this prospectus supplement, and (iii) the termination of tDistribution Agreement by written notice of us or Maxim. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “EDBL.” On August 3, 2026, the lassale price of our common stock on Nasdaq was $2.28 per share. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering wiexceeding more than one-third of the aggregate market value of our voting and non-voting common equity held by non-affiliates imonth period as long as the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates is$75,000,000. Calculated in accordance with General Instruction I.B.6 of Form S-3, the aggregate market value of our outstandingstock held by non-affiliates, or the public float, was $22,595,375.96 based upon 1,950,534 shares of our outstanding stock held by nonat the per share price of $11.5842 on June 12, 2026, which was the highest closing price within the last 60 days prior to the date of tOne-third of our public float, calculated in accordance with General Instruction I.B.6 of Form S-3 as of August 11, 2026, is$7,531,791.99. During the 12 calendar months prior to and including the date of this prospectus supplement, we have sold $336,243securities pursuant to General Instruction I.B.6 of Form S-3. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales dbe an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “SecuritMaxim will act as a sales agent and, upon delivery of a placement notice and subject to the terms and conditions of the Equity DAgreement, will use commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be soconsistent with its normal trading and sales practices, on mutually agreed terms between Maxim and us. There is no arrangement for fureceived in any escrow, trust or similar arrangement. Maxim will be entitled to compensation at a fixed commission rate of 3.0% of the gross sales price per share sold. SeeDistribution” for additional information regarding compensation to be paid to Maxim. In connection with the sale of the common stobehalf, Maxim will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Maxim will bto be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Maxim with respectliabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesunder the heading “Risk Factors” on page S-8 of this prospectus supplement, page 6 of the accompanying prospectus and undeheadings in the other documents that are incorporated by reference in this prospectus supplement and the accompanying pbefore purchasing any of the securities offered by this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedsecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Maxim Group LLC The date of this prospectus supplement is August 11, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINFORMATION INCORPORATED BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION PROSPECTUS ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSOUR COMPANYRISK FACTORSUSE OF PROCEEDSTHE SECURITIES WE MAY OFFERDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF RIGHTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN INFORMATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The firs