03/10/2026 | Press release | Distributed by Public on 03/10/2026 14:44
Item 1.01 Entry into a Material Definitive Agreement
On March 4, 2026, Edible Garden AG Incorporated (the "Company", "we" or "us"), entered into two Interim Order Agreements (the "IOAs") with Tetra Pak Inc. ("Tetra Pak").
Processing IOA
One of the IOAs (the "Processing IOA") relates to the initiation of engineering services and preliminary procurement activities in connection with processing equipment for the Company's anticipated production project at its facility in Webster City, Iowa (the "Project"). Under the Processing IOA, Tetra Pak has agreed to perform certain preliminary engineering, design and procurement-related services intended to allow the parties to proceed with the Project while they negotiate a final supply agreement (the "Final Agreement").
The aggregate price for the services under the Processing IOA is payable in two equal installments, with an initial payment due within 30 days of invoice and the second installment due 30 days thereafter. If the parties enter into a Final Agreement, amounts paid under the Processing IOA will be credited against amounts payable under the Final Agreement.
The Processing IOA will terminate automatically upon the earlier of (i) execution of a Final Agreement or (ii) approximately eight weeks following execution of the Processing IOA, unless earlier terminated by the Company. If the Processing IOA expires or is terminated without a Final Agreement being executed, Tetra Pak is generally required to cancel any equipment orders placed pursuant to the Processing IOA, subject to the Company's obligation to pay for services performed and certain costs incurred prior to termination.
Packaging IOA
The second IOA (the "Packaging IOA") relates to the initiation of engineering services and preliminary procurement activities in connection with packaging for the Project. The Packaging IOA provides for the commencement of detailed design work and the reservation or ordering of certain long-lead equipment items while the parties continue to negotiate a Final Agreement governing the full scope of equipment supply.
The aggregate price for the services under the Packaging IOA is payable within 30 days of invoice and is not refundable. The amount payable under the Packaging IOA represents a portion of the anticipated total equipment price and, if a Final Agreement is executed, will be applied as a credit toward amounts due under such Final Agreement.
The Packaging IOA will terminate automatically upon the earlier of (i) execution of a Final Agreement or (ii) May 19, 2026, unless earlier terminated by the Company. If the Packaging IOA is terminated or expires without a Final Agreement being executed, Tetra Pak will have no obligation to deliver equipment, and the Company may be required to pay for services performed and certain costs incurred prior to termination, subject to the terms of the Packaging IOA.
Additional Terms
Each IOA provides that no equipment will be delivered unless and until the parties enter into a Final Agreement. The IOAs also contain customary provisions regarding intellectual property, confidentiality, governing law (Texas), and limitations of liability applicable to the interim services provided thereunder.
The foregoing descriptions of the Processing IOA and the Packaging IOA do not purport to be complete and are qualified in their entirety by reference to the full text of the Processing IOA and the Packaging IOA, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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