Edible Garden AG Inc

This management proposal asks shareholders to approve an amendment to the Certificate of Incorporation granting the Board authority, for one year following the meeting, to implement one or more reverse stock splits at ratios between 1-for-5 and 1-for-250 (aggregate not to exceed 1-for-250). Management seeks this authorization primarily to preserve Nasdaq listing compliance should the market price of the common stock fall below Nasdaq’s $1.00 bid-price requirement for the requisite period, and to give the Board flexibility to choose the timing and ratio based on then-prevailing market conditions. The proposal includes a proposed Certificate of Amendment and explains the mechanics (including rounding fractional shares up to whole shares) and accounting and shareholder effects. The company expressly weighs benefits—maintaining listing, potentially higher per-share price, improved marketability and access to capital—against risks and disadvantages—possible negative investor perception of reverse splits, potential reduced liquidity, increased odd-lot holdings, and the possibility that price appreciation will not be sustained. The proxy notes the company’s inability to obtain a future compliance period because of recent reverse splits, which creates time-sensitive governance considerations for the Board. If approved, the Board will have discretion to implement or abandon a split, reducing transaction time pressure in a potential delisting scenario but concentrating execution authority with the Board. The Board’s unanimous recommendation and the detailed criteria it will consider suggest management intends to use this tool only if necessary to preserve listing and marketability; however, shareholders should weigh the trade-off between potential short-term price support and the documented risks to liquidity and market perception. Given the company’s prior reverse splits and current share price well below $1.00, approval materially expands the Board’s practical options to address Nasdaq compliance risk but does not guarantee improved long-term valuation or liquidity.

This management proposal authorizes the Board to adjourn the Annual Meeting from time to time, if necessary, including to solicit additional votes to obtain approval for other proposals or to establish a quorum. Such adjournment authority is a routine procedural mechanism that allows management to continue solicitation efforts short of reconvening a new meeting, reducing administrative burden while providing time to secure required votes. The practical effect is to give the Board discretion to delay final action on any of the listed proposals if vote totals or quorum requirements are insufficient at the scheduled meeting time. While generally seen as standard practice, shareholders should note that repeated adjournments can delay outcomes and extend periods of uncertainty for corporate actions. Management recommends approval because it preserves the ability to obtain the support needed for substantive proposals (notably the reverse split amendment) without calling a new meeting, which could be time-consuming and costly. The proposal raises limited governance risk when used sparingly, but shareholders may consider seeking clear disclosure about planned outreach and timelines if an adjournment is likely. Overall, approving adjournment authority is commonly accepted and facilitates orderly vote tabulation and solicitation processes.