As filed with the Securities and Exchange Commission on September 24, 2024. Registration No. 333-281957 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 2 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) Delaware 100 85-0558704 (I.R.S. em ...

As filed with the Securities and Exchange Commission on September 17, 2024. Registration No. 333-281957 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) Delaware 100 85-0558704 (I.R.S. em ...

Core Insights - Edible Garden AG Incorporated has expanded its distribution network by partnering with Green's Natural Foods and The Extra Supermarkets in New York and New Jersey, making its USDA Organic herb product line available at these locations [1][2] Group 1: Company Overview - Edible Garden is a leader in controlled environment agriculture (CEA), focusing on locally grown, organic, and sustainable produce, supported by its Zero-Waste Inspired® farming practices [3] - The company operates state-of-the-art greenhouses and processing facilities in Belvidere, New Jersey, and Grand Rapids, Michigan, and has a network of contract growers near major U.S. markets [3] - Edible Garden's proprietary GreenThumb 2.0 software optimizes growing in both vertical and traditional greenhouses, aiming to reduce pollution from food transportation [3] Group 2: Product Offerings - The company offers a range of products, including plant and whey protein powders under the Vitamin Way® and Vitamin Whey® brands, as well as sustainable food flavoring products like Pulp gourmet sauces [3] - Edible Garden also features a Kick Sports Nutrition line that caters to health-conscious athletes with premium performance products [3] Group 3: Partnerships and Market Strategy - The partnership with Green's Natural Foods aligns with Edible Garden's mission of environmental sustainability and food safety, enhancing the availability of fresh, high-quality products [2] - Collaborating with The Extra Supermarkets allows Edible Garden to meet the growing consumer demand for healthier, eco-friendly options, thereby expanding its reach across the Northeast [2]

Core Insights - Edible Garden AG Incorporated is participating in ECRM's Vitamin, Weight Management & Sports Nutrition Session to showcase its Kick Sports Nutrition product line, emphasizing its commitment to cleaner ingredients and innovative formulas for health-conscious athletes [1][3] Company Overview - Edible Garden is a leader in controlled environment agriculture (CEA), focusing on locally grown, organic, and sustainable produce, with products available in over 5,000 stores across the U.S. [4] - The company employs Zero-Waste Inspired® farming practices and utilizes patented technologies such as GreenThumb software and self-watering displays to enhance sustainability and product quality [4] - Edible Garden operates state-of-the-art greenhouses and processing facilities in New Jersey and Michigan, supported by a network of contract growers near major U.S. markets [4] Product Offerings - The Kick Sports Nutrition line features premium performance products designed for health-conscious athletes, reflecting the company's dedication to quality and value [3][4] - Edible Garden also develops plant and whey protein powders under the Vitamin Way® and Vitamin Whey® brands, along with sustainable food flavoring products like Pulp gourmet sauces [4]

As filed with the Securities and Exchange Commission on September 5, 2024. FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 100 85-0558704 (Primary standard industrial classification code number) Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (I.R.S. employer identification number) 283 Count ...

Financial Performance - Total revenue for the second quarter of 2024 was $4.268 million, a slight increase from $4.221 million in the same quarter of 2023, representing a growth of 1.1%[6] - Gross profit for the second quarter of 2024 was $1.566 million, compared to $553 thousand in the same quarter of 2023, indicating a significant increase of 184%[6] - The company reported a net loss of $1.932 million for the second quarter of 2024, compared to a net loss of $638 thousand in the same quarter of 2023, reflecting a deterioration in performance[6] - The net loss for the six months ended June 30, 2024, was $5,909,000, compared to a net loss of $3,517,000 for the same period in 2023, indicating a worsening financial performance[10] - For the six months ended June 30, 2024, total revenue was $7,401,000, compared to $6,676,000 for the same period in 2023, representing an increase of approximately 10.9%[30] - Net loss for Q2 2024 was $1.932 million, compared to a net loss of $638 thousand in Q2 2023, influenced by a prior one-time income of $1.233 million related to the employee retention credit[106] - Net loss for the first half of 2024 was $5.909 million, compared to a net loss of $3.517 million in the same period of 2023[114] Assets and Liabilities - Total current assets increased to $6.305 million as of June 30, 2024, up from $2.647 million at the end of 2023, marking an increase of 137%[4] - Cash reserves rose to $2.188 million as of June 30, 2024, compared to $510 thousand at the end of 2023, showing a substantial increase of 328%[4] - Total liabilities increased to $9.372 million as of June 30, 2024, compared to $6.944 million at the end of 2023, representing a rise of 35%[5] - The company reported a working capital deficit of $2.315 million as of June 30, 2024, up from $257 thousand as of December 31, 2023[119] - As of June 30, 2024, total gross debt outstanding was $5.735 million, an increase from $4.445 million as of December 31, 2023[119] Cash Flow and Financing - The company reported a cash flow used in operating activities of $(5,649,000) for the six months ended June 30, 2024, compared to $(5,568,000) for the same period in 2023[10] - The company raised $5,498,000 from a public offering of common stock and warrants during the six months ended June 30, 2024[8] - The company raised approximately $5.998 million in gross proceeds from a public offering and $1.1 million from an at-the-market offering[119] - The company has raised a total of $1,544,250 in net funds through the sale of trade receivables to Cedar Advance LLC[87] - The Company entered into a future receivables financing agreement with Cedar Advance, LLC, selling $1,491,000 of future accounts receivable for a net amount of $1,000,000[50] Stock and Shareholder Information - The company had 3,160,392 shares of common stock outstanding as of August 10, 2024[2] - The weighted-average number of common shares outstanding for the second quarter of 2024 was 1,591,355, compared to 132,074 in the same quarter of 2023[6] - As of June 30, 2024, total common shares increased to 3,160,392 from 141,354 as of June 30, 2023, reflecting significant stock issuance activities[7] - The Company issued 72,898 shares to round up due to a stock split, reflecting adjustments in share structure[9] - The Company has outstanding warrants totaling 5,666,095 as of June 30, 2024, with a weighted average exercise price of $5.68 per share[68] Operational Expenses - Selling, general, and administrative expenses for the second quarter of 2024 were $2.748 million, up from $2.380 million in the same quarter of 2023, an increase of 15.4%[6] - Selling, general and administrative expenses for the first half of 2024 increased by $1.561 million, or 30.78%, to $6.632 million, due to a severance charge and higher audit fees[110] - Advertising expenses increased to $73,584 for the six months ended June 30, 2024, compared to $29,152 for the same period in 2023, reflecting a growth of approximately 152%[35] Inventory and Cost of Goods Sold - Cost of goods sold decreased by $966 thousand, or 26.3%, to $2.7 million in Q2 2024, primarily due to the elimination of large third-party growers[102] - Total inventory as of June 30, 2024, was $891,000, up from $678,000 as of December 31, 2023, representing an increase of approximately 31.4%[41] - Cost of goods sold for the first half of 2024 decreased by $337 thousand, or 5.48%, to $5.811 million, due to a shift away from third-party growers[110] Compliance and Regulatory Issues - The company is currently not in compliance with Nasdaq's continued listing requirements, with stockholders' equity at $366 thousand as of June 30, 2024, below the required minimum of $2.5 million[130] - The company received notices of noncompliance from Nasdaq regarding stockholders' equity and publicly held shares requirements[88] Future Outlook and Strategic Initiatives - Edible Garden plans to seek additional funding through debt or equity financing to improve liquidity and meet future financial obligations[17] - The company is evaluating options to raise additional funds and reduce cash requirements to achieve positive cash flow[76] - The company is focused on expanding its market presence through strategic partnerships and financing agreements[136] - The company is actively pursuing new product development and technological advancements to drive future growth[136] - The company is exploring potential mergers and acquisitions to enhance its competitive position in the market[136]

Core Viewpoint - Edible Garden (NASDAQ:EDBL) reported its second-quarter earnings, showing a significant improvement in earnings per share compared to expectations, despite a slight decline in revenue [1][2]. Financial Performance - The company reported diluted earnings per share of -$1.21, which is better than the expected -$4.21 and an improvement from -$4.83 in the same quarter last year [1]. - Revenue for the quarter was $4.27 million, which fell short of the expected $4.43 million and showed only a slight increase from $4.22 million reported in Q2 2023 [2]. Innovations and Strategies - CEO Jim Kras highlighted the implementation of new proprietary innovations in packaging and shipping aimed at extending product shelf life, reducing spoilage, and driving cost savings for retail partners [2][3]. - The innovations include a patented self-watering in-store display, which aligns with the company's Zero-Waste Inspired® mission [3]. Market Reaction - Following the earnings report, EDBL stock experienced heavy trading with over 22 million shares changing hands, significantly higher than the average daily trading volume of about 714,000 shares [3]. - As of Wednesday morning, EDBL stock was up 10.1% [4].

Edible Garden AG Incorporated (NASDAQ:EDBL) Q2 2024 Earnings Conference Call August 14, 2024 8:00 AM ET Company Participants Ted Ayvas - Investor Relations James Kras - Chief Executive Officer Kostas Dafoulas - Interim Chief Financial Officer Conference Call Participants Anthony Vendetti - Maxim Group Operator Good morning, everyone and welcome to the Edible Gardens Second Quarter 2024 Business Update Conference Call. At this time, all participants have been placed on a listen-only mode. And we will open fo ...

Financial Performance - Edible Garden reported a 157% increase in gross profit, driven by a 61% growth in cut herbs and a 30% increase in vitamins & supplements for Q2 2024[2] - Revenue for the quarter ended June 30, 2024, totaled $4.3 million, compared to $4.2 million for the same period in 2023, primarily due to growth in core products[3] - Revenue for the three months ended June 30, 2024, was $4,268,000, a slight increase from $4,221,000 for the same period in 2023, representing a growth of 1.1%[13] - Gross profit for the three months ended June 30, 2024, was $1,566,000, compared to $553,000 for the same period in 2023, indicating a significant increase of 184.3%[13] - The cost of goods sold for the three months ended June 30, 2024, was $2,702,000, down from $3,668,000 in the same period last year, showing a decrease of 26.4%[13] Cost Management - Cost of goods sold decreased to $2.7 million in Q2 2024 from $3.7 million in Q2 2023, reflecting a decline in reliance on third-party growers[4] - Selling, general and administrative expenses were $2.7 million for Q2 2024, up from $2.4 million in Q2 2023, mainly due to a one-time bonus charge and higher fees[4] - Selling, general, and administrative expenses rose to $2,748,000 for the three months ended June 30, 2024, up from $2,380,000 in the same period last year, reflecting an increase of 15.5%[13] - Loss from operations for the three months ended June 30, 2024, was $(1,182,000), an improvement from $(1,827,000) for the same period in 2023, reflecting a reduction of 35.4%[13] Net Loss and Earnings - Net loss for Q2 2024 was $1.9 million, or ($1.21) per share, compared to a net loss of $638 thousand, or ($4.83) per share, in Q2 2023[4] - The net loss for the three months ended June 30, 2024, was $1,932,000, compared to a net loss of $638,000 for the same period in 2023, representing a deterioration of 202.5%[13] - Net income per common share for the three months ended June 30, 2024, was $(1.21), compared to $(4.83) for the same period in 2023[13] Strategic Initiatives - The company expanded its distribution network, including partnerships with UNFI Distributors and Hemingways, reaching over 30,000 retail locations[2] - New product launches included Garden Starters for home gardening, responding to the needs of 35% of American households that grow their own food[2] - Edible Garden implemented proprietary innovations in packaging and shipping to extend product shelf life and reduce spoilage[2] - The company is committed to community involvement and ESG initiatives through partnerships that enhance employability for individuals with disabilities[3] Other Financial Metrics - Gross margin improved to 36.7% in Q2 2024, up from 13.1% in Q2 2023, due to a strategic pivot away from third-party growers[1] - Total other income (expenses) for the three months ended June 30, 2024, was $(750,000), compared to $1,189,000 for the same period in 2023, indicating a decline of 163.0%[13] - Interest expense, net, for the three months ended June 30, 2024, was $(419,000), compared to $(44,000) for the same period in 2023, indicating an increase of 850.0%[13] - The weighted-average number of common shares outstanding for the three months ended June 30, 2024, was 1,590,188, significantly higher than 132,074 for the same period in 2023[13]

Core Insights - Edible Garden AG Incorporated will host a conference call on August 14, 2024, to discuss financial results for the quarter ended June 30, 2024, and provide a business update [1] Company Overview - Edible Garden is a leader in controlled environment agriculture (CEA), focusing on locally grown, organic, and sustainable produce and products [4] - The company operates state-of-the-art greenhouses and processing facilities in Belvidere, New Jersey, and Grand Rapids, Michigan, and has a network of contract growers near major U.S. markets [4] - Edible Garden's proprietary GreenThumb 2.0 software optimizes growing in vertical and traditional greenhouses while aiming to reduce pollution-generating food miles [4] - The company offers a range of products, including plant and whey protein powders under the Vitamin Way® and Vitamin Whey® brands, as well as sustainable food flavoring products like Pulp gourmet sauces [4]