Edible Garden (NASDAQ: EDBL) issues 3,253,455 shares in exchange deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Edible Garden AG Incorporated entered into exchange agreements with Streeterville Capital to convert preferred stock into common shares. The company exchanged 1,222 shares of Series B Preferred Stock, with an aggregate stated value of $1,222,000, for 3,253,455 shares of common stock. The exchange shares were issued based on the Nasdaq Minimum Price of the common stock on the day before the agreements were signed and were issued as unregistered securities under the Section 3(a)(9) exemption of the Securities Act.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 3.02 — Unregistered Sales of Equity Securities
1 item
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Key Figures
Series B Preferred exchanged: 1,222 shares
Common shares issued: 3,253,455 shares
Stated value of preferred: $1,222,000
3 metrics
Series B Preferred exchanged
1,222 shares
Shares of Series B Preferred Stock exchanged for common stock
Common shares issued
3,253,455 shares
Exchange Shares issued to Streeterville Capital
Stated value of preferred
$1,222,000
Aggregate stated value of 1,222 Series B Preferred shares
Key Terms
Exchange Agreements, Series B Preferred Stock, Nasdaq Minimum Price, Section 3(a)(9)
4 terms
Exchange Agreements financial
"entered into exchange agreements (the “Exchange Agreements”) with Streeterville Capital"
Series B Preferred Stock financial
"exchange 1,222 shares, of the Company’s Series B Preferred Stock"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Nasdaq Minimum Price financial
"determined by dividing the Stated Value by the Nasdaq Minimum Price of the Company’s common stock"
A Nasdaq minimum price is the lowest share price a company must maintain to meet listing rules on the Nasdaq stock market, similar to a height requirement that determines whether someone can stay on a ride. If a stock falls below that threshold for a sustained period, the company can be warned or removed from the exchange, which can reduce investor liquidity, increase trading costs and signal potential financial trouble.
Section 3(a)(9) regulatory
"conducted pursuant to the exemption provided in Section 3(a)(9) under the Securities Act"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
FAQ
What did Edible Garden AG (EDBL) announce in this 8-K filing?
Edible Garden AG reported an exchange of preferred stock for common shares. The company swapped 1,222 Series B Preferred shares, with $1,222,000 stated value, for 3,253,455 common shares under exchange agreements with Streeterville Capital.
What securities did Edible Garden (EDBL) exchange in this transaction?
Edible Garden exchanged 1,222 shares of its Series B Preferred Stock for common shares. In return, Streeterville Capital received 3,253,455 shares of common stock, effectively converting preferred equity into common equity under negotiated exchange agreements.
What was the stated value of the Edible Garden (EDBL) preferred stock exchanged?
The Series B Preferred Stock exchanged had an aggregate stated value of $1,222,000. This value, equal to $1,000 per preferred share, was used with the Nasdaq Minimum Price to determine the 3,253,455 common shares issued.