Form 8-K Edible Garden AG Inc For: Jul 27

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): July 27, 2026

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:

Securities registered pursuant to Section 12(b) of the Act:

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 8.01 Other Events.

On July 27, 2026, Edible Garden AG Incorporated (the “Company”) received written notification from The Nasdaq Stock Market LLC (“Nasdaq”) that the Nasdaq Hearing Panel (the “Panel”) granted the Company an extension until August 15, 2026 to regain compliance with the rule requiring listed companies to maintain a minimum closing bid price of at least $1 per share (the “Bid Price Rule”). This decision followed the Company’s hearing before the Panel, which was held on July 9, 2026, relating to the Company’s compliance with the Bid Price Rule.

The extension by the Panel is contingent on the Company demonstrating compliance with the Bid Price Rule and remaining in compliance with Nasdaq’s continued listing standards. If the Company is not successful in demonstrating compliance with the Bid Price Rule by the deadline, the Panel may reconsider the extension. In addition, the Panel will maintain jurisdiction over the Company’s listing through November 23, 2026. During this period, if the Company does not maintain compliance with the Bid Price Rule, the Panel will immediately delist the Company’s securities from Nasdaq. Pursuant to Nasdaq listing rule 5815(d)(4)(B), the Company will also be subject to a Mandatory Panel Monitor for one year from the date the Nasdaq staff confirms the Company has regained compliance with the Bid Price Rule.

The Company expects to demonstrate compliance with the Bid Price Rule by the extension deadline. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule or remain in compliance with Nasdaq’s continued listing standards.

On July 28, 2026, the Company issued a press release announcing the Panel’s decision. A copy of the press release is attached hereto as Exhibit 99.1.

Forward-Looking Statements

This report 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 like “believe,” “can,” “could,” “expect,” “may” and “will,” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain and maintain compliance with Nasdaq’s continued listing standards and maintain the listing of its securities on Nasdaq. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

ATTACHMENTS / EXHIBITS

PRESS RELEASE

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