EDIBLE GARDEN AG INCORPORATED Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As of
The Company expects that its common stock will begin trading on a post-split
basis under the Company's existing trading symbol, "EDBL," when the market opens
on
As a result of the Reverse Stock Split, every 30 shares of the issued common stock of the Company will be automatically combined into one share of common stock. The total number of authorized shares of common stock will be reduced at the same proportion, from 200,000,000 to 6,666,667 authorized shares of common stock. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. Proportionate adjustments for the Reverse Stock Split will be made to the exercise prices and number of shares underlying warrants exercisable for shares of common stock, the number of shares issuable under the Company's equity incentive plan, and the number of shares underlying outstanding equity awards, as applicable. The Reverse Stock Split will not change the par value of the common stock or modify any voting rights or other terms of the common stock.
The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The Company's stockholders voted to approve an amendment to the Company's
Certificate of Incorporation to effect a reverse stock split of the
Company's common stock in a range of 1-for-25 to 1-for-75, at the
discretion of the board of directors. The number of shares that voted for,
against, and abstained from voting for this proposal is summarized in the
table below:
FOR AGAINST ABSTAIN
6,203,776 358,386 1,391
There were no broker non-votes on the proposal at the Special Meeting. Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.
Item 8.01 Other Events.
On
2 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 "anticipate," "believe," "expect,"
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment to the Certificate of Incorporation,
filed January 24, 2023
99.1 Press release dated January 25, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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