Corporate Action, Amendments to Bylaws (Form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

On February 26, 2025, Edible Garden AG Incorporated (the "Company") filed a Certificate of Amendment to amend its Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware. The Certificate of Amendment effects a reverse stock split of the Company's common stock, par value $0.0001 per share (the "Common Stock") at a ratio of 1-for-25 shares, effective as 12:01 am Eastern Time on March 3, 2025 (the "Reverse Stock Split").

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 March 3, 2025. The Company's publicly traded warrants will continue to be traded under the symbol "EDBLW." The new CUSIP identifier for the Common Stock following the Reverse Stock Split will be 28059P402 and the CUSIP for the warrants will remain unchanged.

As a result of the Reverse Stock Split, every 25 shares of Common Stock will be automatically combined into one share of Common Stock. The total number of authorized shares of Common Stock will remain the same following the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares of Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will be entitled to receive a cash payment (without interest) equal to the market value of the fractional share, determined by multiplying such fraction by the closing price of the Company's Common Stock as reported on the Nasdaq Capital Market ("Nasdaq") on the last trading day before the Reverse Stock Split. Proportionate adjustments for the Reverse Stock Split will be made to the per share exercise price and the number of shares issuable upon the exercise of warrants, the number of shares reserved for issuance under the Company's equity incentive plan, and all then-outstanding awards under the Company's equity incentive plan, 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 the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.