Edible Garden AG Inc 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 Commission File Number:001-41371 EDIBLE GARDEN AG INCORPORATED (Exact name of registrant as specified in its charter) 85-0558704 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold on June 30, 2025 (the last business day of the registrant’s most recently completed secondfiscal quarter), was approximately $7.7 million. As of March 23, 2026, the registrant had 913,756 shares of Common Stock, $0.0001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2026 annual meeting of stockholders are incorporated by reference intoPart III of this Form 10-K. EDIBLE GARDEN AG INCORPORATEDANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS PART IPageItem 1. Business4Item 1A. Risk Factors16Item 1B. Unresolved Staff Comments33Item 1C. Cybersecurity33Item 2. Properties33Item 3. Legal Proceedings34Item 4. Mine Safety Disclosures34PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities35Item 6. Reserved35Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item 7A. Quantitative and Qualitative Disclosures About Market Risk35Item 8. Financial Statements and Supplementary Data46Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure47Item 9A. Controls and Procedures47Item 9B. Other Information47Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections77PART IIIItem 10. Directors, Executive Officers and Corporate Governance48Item 11. Executive Compensation48Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters48Item 13. Certain Relationships and Related Transactions and Director Independence48Item 14. Principal Accountant Fees and Services48PART IVItem 15. Exhibits and Financial Statement Schedules49Item 16