EDBLW

RISK FACTORS The following disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company, our future performance and our securities in the future, or could cause actual results to differ materially from those expressed or implied in our forward-looking statements.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Furthermore, the risks and uncertainties described below are not the only risks facing us and we cannot predict every event and circumstance that may adversely affect our business.
However, these risks and uncertainties are the most significant factors that we have identified and believe at this time.
If one or more of these risks actually occurs, our business, results of operations and/or financial condition could suffer, and the price of our stock could decline and you may lose all or part of your investment.
You should carefully consider the risks described below and elsewhere in this Annual Report on Form 10-K..
We experienced net losses of approximately $17.3 million and $11.1 million for the years ended December 31, 2025 and 2024, respectively.
We expect our capital and operational expenses to remain at historical levels as a percent of revenue in the future due to the development of an RTD beverage manufacturing facility, sales and marketing investments, packhouse construction costs, costs to continue our growth strategy, and general and administrative costs.
If we are unable to raise additional capital, we believe that the existing cash will fund operations into the second quarter of 2026 and will not be sufficient to fund our operations through the next twelve months beyond the date of the issuance of our consolidated financial statements.
The net cash used in operating activities was $11.8 million and $8.5 million for the years ended December 31, 2025 and 2024, respectively.
In accordance with accounting guidance, we estimated the value of the equipment and leasehold improvements that we acquired at the time of acquisition, and management is required to analyze whether impairment may exist for our assets.
We are a relatively smaller company than many of our competitors, which makes it difficult to execute our strategy and achieve our growth objectives.
As a smaller company, our scale, resources and market presence are more limited than many of our competitors.
These limitations may increase the risks and uncertainties we face as we work to grow and expand our operations.
We have encountered, and will continue to encounter, challenges commonly experienced by smaller companies in competitive and rapidly evolving industries, including those related to: • building market acceptance of our current and future products and services; • competing effectively with larger competitors that may have greater financial, technical and operational resources; • competing with other companies offering similar products and services; • effectively building brand awareness, marketing our products and services and attracting new customers; • managing the amount and timing of expenses, particularly sales and marketing expenses, related to the maintenance and expansion of our business, operations and infrastructure; • controlling costs, including our expenses; • managing organic growth and growth through acquisitions; • changing regulatory environments and costs associated with compliance; and • adapting to general economic conditions and events.
During the year ended December 31, 2025, 88.2% of our total revenue was attributed to five customers (42.7% of which was attributed to sales to one customer).
At December 31, 2025, approximately 73.7% of our gross outstanding trade receivables were attributed to five customers (38.0% of which was due from one customer).
Although we entered into the Supply Agreements, which provide for a three-year term expiring December 31, 2026, Meijer may terminate the Supply Agreements without cause upon 60 days’ notice.
We may implement new lines of business, such as RTD beverages or offer new products and services within existing lines of business.
We may implement new lines of business at any time.
For example, in 2026, we announced plans to develop an RTD beverage manufacturing platform at the Iowa Facility.
The facility includes more than 200,000 square feet of food-grade manufacturing and warehousing infrastructure and is intended to support aseptic beverage processing and packaging across protein, plant-based, dairy, and functional beverage categories..
In developing and marketing new lines of business and/or new products and services, we may invest significant time, money and other resources.
As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract customers, be subject to cost increases, default on obligations to contractual counterparties or harm our brand’s reputation.
Severe weather conditions have and are expected to continue and could adversely affect our supply of one or more fresh produce items and components of our packaged products, reduce our sales volumes, increase our unit production costs or prevent or impair our ability to ship products as planned.
In addition to the economic factors listed above, global events such as the Ukraine-Russia war, the Israel-Hamas war, the U.S. military’s intervention in Venezuela, and the conflicts among the U.S., Israel and Iran, or any other economic factors or circumstances resulting in higher transportation, labor, insurance or healthcare costs or commodity prices, including energy prices, and other economic factors in the U.S. and other countries in which we operate can increase our cost of sales and operating, selling, general and administrative expenses and otherwise materially adversely affect our operations and operating results.
Additionally, we are subject to regional economic volatilities since our potential growing capacity and production facilities are located in a few areas, including Belvidere, New Jersey; Grand Rapids, Michigan; Ojai, California and Webster City, Iowa.
Our business has limited diversification and consists primarily of growing, shipping and selling fresh herbs, along with plant-based protein, sports nutrition, a line of gourmet sauces, pickles, chili-based products, and squeezable herbs.
Any future shifts in consumer preferences away from the consumption of these products, including demand for our RTD beverages, would also have a material adverse effect on our results of operations.
For example, we currently are hiring for skilled plant workers to launch our RTD plant.
We do not know whether we will be able to hire sufficiently skilled workers with specific experience for these positions to meet our production goals or, if hired, retain all of these personnel as we continue to pursue our business strategy.
If we fail to accurately assess and successfully integrate any recent or future acquisitions such as the assets acquired in Fort Dodge, Iowa, we may not achieve the anticipated benefits, which could result in lower revenue, unanticipated operating expenses, and increased losses.
Successful integration involves many challenges, including: · adapting acquired assets to contribute to new business lines, like the Project; · the difficulty of integrating acquired operations and personnel with our existing operations; · the difficulty of operating a business in new geographies and addressing the particular economic, political and regulatory risks associated with specific countries; · the difficulty of developing, manufacturing, and marketing new products and services; · the diversion of our management’s attention as a result of evaluating, negotiating and integrating acquisitions; · integrating the acquired company’s accounting and other administrative systems into ours; · currency and regulatory risks associated with operations in foreign countries; · in some cases, our exposure to unforeseen liabilities of acquired companies; and · the loss of key employees of an acquired business operation.
As a growing company, we may implement new lines of business at any time.
Our business and operating results rely on effective quality control.
The quality and safety of our products are critical to the success of our business and operations.
As such, it is imperative that our and our service providers’ quality control systems operate effectively and successfully.
Quality control systems can be negatively impacted by potential design flaws, the quality of training programs, and adherence by employees to quality control guidelines.
Although we strive to ensure that all of our service providers have implemented and adhered to high caliber quality control systems, any significant failure or deterioration of such quality control systems could have a material adverse effect on our business and operating results.
Manufacturers of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects, packaging safety and inadequate or inaccurate labelling disclosure.

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Gone since FY2024

RISK FACTORS You should carefully consider the risks described below and elsewhere in this Annual Report on Form 10-K, which could materially and adversely affect our business, results of operations or financial condition.
Our business faces significant risks and the risks described below may not be the only risks we face.
Additional risks not presently known to us or that we currently believe are immaterial may materially affect our business, results of operations, or financial condition.
If any of these risks occur, the trading price of our common stock could decline and you may lose all or part of your investment.
We experienced net losses of approximately $11.1 million and $10.2 million for the years ended December 31, 2024 and 2023, respectively.
We expect our capital and operational expenses to remain at historical levels as a percent of revenue in the future due to sales and marketing investments, packhouse construction costs, costs to continue our growth strategy, and general and administrative costs.
If we are unable to raise additional capital, we believe that the existing cash will fund operations into the third quarter of 2025 and will not be sufficient to fund our operations through the next twelve months beyond the date of the issuance of our consolidated financial statements.
The net cash used in operating activities was $8.5 million and $8.5 million for the years ended December 31, 2024 and 2023, respectively.
In accordance with accounting guidance, we estimated the value of the equipment and leasehold improvements that we acquired from our predecessor at the time of acquisition, and management is required to analyze whether impairment may exist for our assets.
We have a relatively short operating history, which makes it difficult to evaluate our business and future prospects.
While the predecessor business has existed since 2013, our company has been in existence only since March 2020.
We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries, including those related to: · market acceptance of our current and future products and services; · our ability to compete with other companies offering similar products and services; · our ability to effectively market our products and services and attract new customers; · the amount and timing of expenses, particularly sales and marketing expenses, related to the maintenance and expansion of our business, operations and infrastructure; · our ability to control costs, including our expenses; · our ability to manage organic growth and growth through acquisitions; · changing regulatory environments and costs associated with compliance; and · general economic conditions and events.
During the year ended December 31, 2023, 83.1% of our total revenue was attributed to five customers (44.4% of which was attributed to sales to one customer).
At December 31, 2023, approximately 80.4% of our gross outstanding trade receivables were attributed to four customers (41.1% of which was due from one customer).
Although we entered into the Supply Agreements, which provide for a three-year term, Meijer may terminate the Supply Agreements without cause upon 60 days’ notice.
Severe weather conditions have and are expected to continue and could adversely affect our supply of one or more fresh produce items, reduce our sales volumes, increase our unit production costs or prevent or impair our ability to ship products as planned.
In addition to the economic factors listed above, any other economic factors or circumstances resulting in higher transportation, labor, insurance or healthcare costs or commodity prices, including energy prices, and other economic factors in the U.S. and other countries in which we operate can increase our cost of sales and operating, selling, general and administrative expenses and otherwise materially adversely affect our operations and operating results.
Additionally, we are subject to regional economic volatilities since our potential growing capacity is located in a few areas, including Belvidere, New Jersey; Grand Rapids, Michigan; and Ojai, California.
Our business is not diversified and consists primarily of growing, shipping and selling fresh herbs, along with plant-based protein, sports nutrition, a line of gourmet sauces, pickles, chili-based products, and squeezable herbs.
Any future shifts in consumer preferences away from the consumption of these products would also have a material adverse effect on our results of operations.
For example, we currently have a limited number of drivers to transport our products to our customers.
We do not know whether we will be able to hire sufficient workers for these positions to meet our production and delivery goals or, if hired, retain all of these personnel as we continue to pursue our business strategy.
The announcement of the proposed transaction with the Narayan Group, which may not be completed, may adversely affect our business and results of operations.
Uncertainty about the effect of the proposed transaction to purchase the outstanding share capital of Narayan d.o.o. and its subsidiaries (“Narayan Group”), a producer of organic coconut and superfood products, on our employees, customers, and other parties may have an adverse effect on our business or results of operations regardless of whether the proposed transaction is completed.
These risks include, but are not limited to, the following, all of which could be increased by a delay in or abandonment of the transaction: · significant management time and resources could be diverted to the consummation of the proposed transaction instead of our day-to-day operations; · if the proposed transaction is not completed, we may never recover the value of the funds advanced to the Narayan Group to support their operations; · relationships with customers, contract growers and suppliers could be affected; · we may not be able to pursue alternative business opportunities or make appropriate changes to our business; · our ability to attract, retain, and motivate employees, including key personnel, could be impaired; · litigation relating to the proposed transaction could arise; and · significant costs, expenses, and fees for professional services and other transaction costs in connection with the Transaction have been and may continue to be incurred.
The negotiation and pendency of the proposed transaction may also exacerbate other risks discussed elsewhere in this “Risk Factors” section, any of which could have a material effect on us.
Our failure to consummate the proposed transaction could result in negative publicity and a negative impression of our Company among our customers and suppliers.
Further, any disruptions to our business resulting from the proposed transaction, including any adverse changes in our relationships with our customers and suppliers, could continue or accelerate in the event that a purchase agreement relating to the transaction is not entered into and the proposed transaction is not completed.
In addition, if the proposed transaction is not completed, we may not remain listed on Nasdaq, the value of our common stock would likely decline, and we may never achieve the scale necessary to continue our business.
Also, we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the proposed transaction.
Many of these fees and costs will be payable by us even if the proposed transaction is not completed and may relate to activities that we would not have undertaken in the absence of the proposed transaction.
If we fail to accurately assess and successfully integrate any recent or future acquisitions such as the Transaction, we may not achieve the anticipated benefits, which could result in lower revenue, unanticipated operating expenses, and increased losses.
Successful integration involves many challenges, including: · the difficulty of integrating acquired operations and personnel with our existing operations; · the difficulty of operating a business in new geographies and addressing the particular economic, political and regulatory risks associated with specific countries; · the difficulty of developing, manufacturing, and marketing new products and services; · the diversion of our management’s attention as a result of evaluating, negotiating and integrating acquisitions; · integrating the acquired company’s accounting and other administrative systems into ours; · currency and regulatory risks associated with operations in foreign countries; · in some cases, our exposure to unforeseen liabilities of acquired companies; and · the loss of key employees of an acquired business operation.
As an early-stage company, we may implement new lines of business at any time.
We cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters.
Our indebtedness could have important consequences to you.
For example, it could: · limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other general corporate requirements; · require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes; · limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and · place us at a competitive disadvantage compared to competitors that may have proportionately less debt and greater financial resources.
The promissory note issued in connection with our purchase Edible Garden Heartland is secured by a mortgage on Edible Garden Heartland and a security interest in the assets at Edible Garden Heartland.
In addition, the balance under a standard merchant cash advance agreement with Cedar Advance LLC is collateralized by our cash and receivable accounts.
Risks Related to Our Industry Failure to obtain necessary permits or otherwise comply with USDA regulations and requirements could result in a ban or temporary suspension of our ability to grow, manufacture or market our products as organic, and thus could materially adversely affect our business.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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