As filed with the Securities and Exchange Commission on April 11, 2022
Registration No. 333-260655
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
(Amendment No. 5)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EDIBLE GARDEN AG INCORPORATED |
(Exact name of registrant as specified in its charter) |
Delaware |
| 100 |
| 85-0558704 |
(State or other jurisdiction of incorporation or organization) |
| (Primary standard industrial classification code number) |
| (I.R.S. employer identification number) |
283 County Road 519
Belvidere, NJ 07823
(908) 750-3953
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
James E. Kras
Chief Executive Officer
283 County Road 519
Belvidere, NJ 07823
(908) 750-3953
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alexander R. McClean, Esq. Margaret K. Rhoda, Esq. Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, NY 14604 Tel: (585) 232-6500 Fax: (585) 232-2152 |
| Mitchell Nussbaum, Esq. Angela M. Dowd, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Tel: (212) 407-4000 Fax: (212) 407-4990 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
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| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-260655) of Edible Garden AG Incorporated (the “Registration Statement”) is being filed solely for the purpose of filing Exhibits 5.1 and 23.2. Accordingly, this Amendment No. 5 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page, and Exhibits 5.1 and 23.2. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment No. 5.
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Item 16. Exhibits and Financial Statement Schedules.
The following exhibits to this registration statement included in the Index to Exhibits are incorporated by reference.
INDEX TO EXHIBITS
Exhibit No. |
| Description |
| Form of Underwriting Agreement (incorporated by reference to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed on April 6, 2022 ) | |
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| Form of Warrant (incorporated by reference to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed on April 6, 2022 ) | |
| Form of Warrant Agency Agreement (incorporated by reference to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed on April 6, 2022 ) | |
| Form of Representative's Warrant (included in Exhibit 1.1) (incorporated by reference to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed on April 6, 2022 ) | |
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| Consent of Marcum LLP (incorporated by reference to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed on April 6, 2022 ) | |
| Consent of Harter Secrest & Emery LLP (included in Exhibit 5.1) | |
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* Filed herewith.
+ Management contract or compensatory arrangement.
± Certain information has been omitted from this exhibit in reliance upon Item 601(a)(5) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Belvidere, State of New Jersey, on April 11, 2022.
| EDIBLE GARDEN AG INCORPORATED | |||
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| By: | /s/ James E. Kras |
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| Name: | James E. Kras |
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| Title: | Chief Executive Officer and President |
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| (principal executive officer) |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
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/s/ James E. Kras |
| Chief Executive Officer, President and Director |
| April 11, 2022 |
James E. Kras |
| (principal executive officer) |
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/s/ Michael James |
| Chief Financial Officer, Treasurer, Secretary and Director |
| April 11, 2022 |
Michael James |
| (principal financial and accounting officer) |
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