ORGANIZATION NATURE OF BUSINESS AND BASIS OF PRESENTATION |
6 Months Ended |
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Jun. 30, 2026 | |
| ORGANIZATION NATURE OF BUSINESS AND BASIS OF PRESENTATION | |
| ORGANIZATION, NATURE OF BUSINESS, AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION, NATURE OF BUSINESS, AND BASIS OF PRESENTATION
Organization and Recent Developments
Edible Garden Corp., a Nevada corporation, was incorporated on April 9, 2013. On March 28, 2020, Edible Garden Inc., a Wyoming corporation, was incorporated for the purpose of acquiring substantially all of the operating assets of Edible Garden Corp., which was a separately identified reportable segment of its parent company Blum Holdings, Inc. (formerly known as Terra Tech Corporation). The acquisition was completed on March 30, 2020. Prior to March 30, 2020, Edible Garden AG Incorporated had no operations. Hereafter, Edible Garden AG Incorporated and its subsidiaries will collectively be referred to as “Edible Garden,” “we,” “us,” “our,” or the “Successor.” Edible Garden Corp., a wholly owned subsidiary of Blum Holdings, Inc. will be referred to as the “Predecessor.” Throughout these financial statements, the Successor and the Predecessor are also referred to as “the Company” and used interchangeably, unless otherwise noted. On October 1, 2024, the Company acquired the Predecessor for the nominal price of $1.00. See Note 10, “Leases” for additional information.
The Company authorized 100,000 shares of common stock, par value $0.0001 per share (“common stock”), at formation. On October 14, 2020, we simultaneously declared a 20-for-1 forward stock split of our common stock and increased the number of authorized common shares to 20,000,000. On June 30, 2021, we simultaneously (1) converted Edible Garden from a Wyoming corporation into a Delaware corporation, (2) declared a 1-for-2 reverse stock split of our common stock, and (3) increased the total number of authorized common shares to 50,000,000. On September 8, 2021, we simultaneously declared a 20-for-1 forward stock split of our common stock and increased the number of authorized common shares to 200,000,000. On January 18, 2022, the Company’s board of directors and stockholders approved a 1-for-5 reverse stock split of its outstanding common stock, which became effective on May 3, 2022. On January 26, 2023, we effected a reverse stock split of 1-for-30 and decreased the total number of authorized common shares to 6,666,667. On June 8, 2023, we increased the number of authorized shares of common stock from 6,666,667 shares to 10,000,000 shares.
On November 10, 2023, the Company increased the total number of authorized shares of capital stock of the Company from 20,000,000 to 110,000,000 and increased the total authorized shares of common stock from 10,000,000 shares to 100,000,000 shares. On April 5, 2024, the Company declared a 1-for-20 reverse stock split of our outstanding common stock, and on March 3, 2025, the Company declared a 1-for-25 reverse stock split of our outstanding common stock. On February 3, 2026, we declared a 1-for-10 reverse stock split of our outstanding common stock. Fractional shares resulting from the reverse stock split were rounded up to the next whole share, resulting in the issuance of approximately 568 additional shares of common stock.
On July 13, 2026, we declared a 1-for-45 reverse stock split of our outstanding common stock. The conversion or exercise prices of our issued and outstanding warrants were adjusted in connection with the reverse stock split. No fractional shares were issued in connection with the reverse stock split. Instead, stockholders who otherwise would have been entitled to receive a fractional share received a whole share through the rounding-up mechanism provided in the Certificate of Amendment. The reverse stock split did not affect the par value of the Company's common stock, which remains $0.0001 per share, or the number of authorized shares of common stock, which remains 100,000,000 shares.
All historical share and per share amounts reflected throughout this report have been adjusted to reflect the stock splits described above.
Nature of Business
Edible Garden is a diversified clean-label nutrition company rooted in controlled environment agriculture (CEA). The Company produces and distributes locally grown, organic, and sustainable fresh produce and herbs, along with a growing portfolio of branded consumer packaged goods and nutraceutical products. The Company's products are available in more than 6,000 retail locations across the United States, the Caribbean, and South America, as well as through e-commerce channels. The Company is also developing its Prairie Hills facility in Webster City, Iowa into a ready-to-drink (“RTD”) clean nutrition manufacturing hub under its Farm-to-Formula strategy, which initiative is in the development stage and has not yet generated revenue. Our target customers are health-conscious individuals and families seeking fresh, locally grown produce and clean-label, better-for-you nutrition products.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) under the Securities Exchange Act of 1934. The December 31, 2025 balances reported herein are derived from the audited consolidated financial statements for the year ended December 31, 2025. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.
All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s unaudited condensed consolidated financial position as of June 30, 2026, the Company’s audited condensed consolidated financial position as of December 31, 2025, and the unaudited condensed consolidated results of operations for the three and six month ended June 30, 2026 and 2025, and the unaudited condensed statement of cash flows for the six month ended June 30, 2026 and 2025 have been included. Certain prior period amounts in cost of goods sold and selling, general, and administrative expenses have been reclassified to conform to current presentation.
Going Concern
The accompanying financial statements have been prepared assuming that we will continue as a going concern. In an effort to achieve liquidity that would be sufficient to meet all of our commitments, the Company may seek funding through additional debt or equity financing arrangements, implement incremental expense reduction measures or a combination thereof to continue financing its operations.
However, we believe that even after taking these actions, we will not have sufficient liquidity to satisfy all of our future financial obligations. The risks and uncertainties surrounding our ability to continue our business with limited capital resources indicate that substantial doubt exists as to our ability to continue as a going concern. See Note 13, “Going Concern” for additional information. |