Edible Garden swaps preferred for common shares

Edible Garden AG Incorporated entered into exchange agreements with Streeterville Capital to convert preferred stock into common shares.

Filing Impact

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Filing Sentiment

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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.

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"

A contractual arrangement where two or more parties agree to swap assets, securities, or obligations under specified terms and conditions, such as share-for-share exchanges, debt-for-equity conversions, or asset swaps. These agreements matter to investors because they change who owns what and how a company’s balance sheet and future cash flows look—think of it like two people trading items that can alter each person’s overall collection and resale value.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many Edible Garden (EDBL) common shares were issued in the exchange?

The company issued 3,253,455 common shares as exchange consideration. These shares were provided to Streeterville Capital in return for 1,222 shares of Series B Preferred Stock with an aggregate stated value of $1,222,000.

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.

How was the number of Edible Garden (EDBL) exchange shares calculated?

The exchange share count was calculated by dividing the $1,222,000 stated value of the preferred stock by the Nasdaq Minimum Price. That Nasdaq Minimum Price was taken from the common stock’s Nasdaq Capital Market price on the day before the exchange agreements.

Were the new Edible Garden (EDBL) shares registered with the SEC?

The new common shares were not registered under the Securities Act. Edible Garden issued the 3,253,455 exchange shares pursuant to the exemption provided by Section 3(a)(9) of the Securities Act for certain exchanges with existing security holders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 04:30 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2026

EDIBLE GARDEN AG INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

001-41371

85-0558704

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

283 County Road 519, Belvidere, New Jersey				07823
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (908) 750-3953

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	EDBL	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	EDBLW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Unregistered Sales of Equity Securities.

On May 15, 2026, Edible Garden AG Incorporated (the “Company”) entered into exchange agreements (the “Exchange Agreements”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”) pursuant to which the Company agreed to exchange 1,222 shares, of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 3,253,455 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $1,222,000 (the “Stated Value”), or $1,000 per share. The number of Exchange Shares issued under the Exchange Agreements was determined by dividing the Stated Value by the Nasdaq Minimum Price of the Company’s common stock as reported on the Nasdaq Capital Market on the day immediately preceding the date the Exchange Agreements were entered into. The issuance of the Exchange Shares pursuant to the Exchange Agreements were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were conducted pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EDIBLE GARDEN AG INCORPORATED

Date: May 21, 2026	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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