EDIBLE GARDEN AG INCORPORATED Item 9.01 Financial Statements and Exhibits.
This Current Report on Form 8-K/A includes (i) historical audited financial information for the Michigan Property and (ii) the unaudited pro forma financial information for the Company giving effect to the purchase of the Michigan Property, as described further below.
(a) Audited Financial Statements of the Michigan Property as of and for the
Year Ended December 31, 2021 as of and for the six months ended June 30,
2022 .
The following audited financial statements of the Michigan Property are attached hereto as Exhibit 99.2 and incorporated by reference herein:
· Report ofLance, Soll & Lunghard, LLP · Balance Sheet · Statement of Operations · Statement of Cash Flows · Statement of Stockholders' Deficit · Notes to Financial Statements (b) Unaudited Pro Forma Financial Information of the Company.
The following unaudited pro forma financial information of the Company is attached hereto as Exhibit 99.3 and incorporated by reference herein:
· Unaudited Pro Forma Balance Sheet as of June 30, 2022
· Unaudited Pro Forma Consolidated Statement of Operations for the Year
Ended December 31, 2021 , giving effect to the acquisition of the Michigan
Property as if the acquisition was completed on January 1, 2021
· Unaudited Pro Forma Consolidated Statement of Operations for the Six
Months Ended June 30, 2022 , giving effect to the acquisition of the
Michigan Property as if the acquisition was completed on January 1, 2022
2
(d) Exhibits.
Exhibit No. Description
10.1# Asset Purchase Agreement with Real Estate, by and
between Greenleaf Growers, Inc. , NJD Investments, LLC ,
Soleri, LLC , Nicholas DeHaan , and 2900 Madison Ave
Holdings, LLC , dated as of August 30, 2022
(incorporated by reference to the Company's Current
Report on Form 8-K filed with the Securities and
Exchange Commission on September 6, 2022 )
10.2 Promissory Note, by and between 2900 Madison Ave
Holdings, LLC and NJD Investments, LLC , dated as of
August 31, 2022 (incorporated by reference to the
Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 6,
2022 )
10.3 Mortgage, by and between 2900 Madison Ave Holdings ,
LLC and NJD Investments, LLC , dated as of August 30,
2022 (incorporated by reference to the Company's
Current Report on Form 8-K filed with the Securities
and Exchange Commission on September 6, 2022 )
10.4 Security Agreement, by and between 2900 Madison Ave
Holdings, LLC and NJD Investments, LLC , dated as of
August 30, 2022 (incorporated by reference to the
Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 6,
2022 )
10.5 Guaranty, by Edible Garden AG Incorporated , dated as
of August 30, 2022 (incorporated by reference to the
Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 6,
2022 )
23.1* Consent of Lance, Soll & Lunghard, LLP
99.1 Press release dated August 31, 2022 (incorporated by
reference to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on
September 6, 2022 )
99.2* Financial Statements of the Michigan Property
99.3* Unaudited Pro Forma Financial Statements of the
Company
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document).
# Schedules and similar attachments have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company will furnish a copy of any
omitted schedule or similar attachment to the Securities and Exchange
Commission upon request.
* Filed herewith.
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