Edible Garden (NASDAQ: EDBL) swaps Series B preferred for 175,165 common shares

Rhea-AI Filing Summary

Edible Garden AG Incorporated reported that it entered into a series of exchange agreements with Streeterville Capital, LLC on February 9, March 4, March 9 and March 10, 2026. Under these agreements, the company exchanged 90, 192, 65 and 133 shares of its Series B Preferred Stock, with an aggregate stated value of $480,000, for a total of 175,165 shares of common stock.

The number of common shares issued was calculated by dividing the stated value of the preferred stock, set at $1,000 per share, by the Nasdaq Minimum Price of the company’s common stock on the trading day immediately before each agreement date. These common shares were issued without registration under the Securities Act, relying on the Section 3(a)(9) exemption for exchanges with an existing security holder.

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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): March 4, 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 February 9, 2026, March 4, 2026, March 9, 2026 and March 10, 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 90, 192, 65 and 133 shares, respectively, of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 175,165 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $480,000 (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.

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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: March 10, 2026	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

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FAQ

What equity transaction did Edible Garden (EDBL) disclose in this 8-K?

Edible Garden exchanged Series B Preferred Stock for common shares with Streeterville Capital. Across four agreements, 480 preferred shares were converted into 175,165 common shares, altering the company’s capital structure without raising new cash proceeds.

How many Edible Garden common shares were issued in the exchange with Streeterville?

The company issued 175,165 shares of common stock to Streeterville Capital. These shares were delivered in exchange for Series B Preferred Stock with an aggregate stated value of $480,000, based on the Nasdaq Minimum Price before each agreement date.

What was the stated value of the Edible Garden Series B Preferred Stock exchanged?

The exchanged Series B Preferred Stock had an aggregate stated value of $480,000. Each preferred share carried a $1,000 stated value, and this total was used to determine how many common shares Streeterville received under the exchange agreements.

On which dates did Edible Garden enter the exchange agreements with Streeterville Capital?

Edible Garden entered the exchange agreements on February 9, March 4, March 9 and March 10, 2026. Each agreement covered a specific number of Series B Preferred shares, which were exchanged for common stock based on the Nasdaq Minimum Price.

Was Edible Garden’s issuance of common shares to Streeterville registered under the Securities Act?

The common shares issued to Streeterville were not registered under the Securities Act. Edible Garden relied on the Section 3(a)(9) exemption, which permits exchanges of securities with existing holders without a separate registration statement.

How was the number of Edible Garden common shares in the exchange calculated?

The company divided the preferred stock’s aggregate stated value by the Nasdaq Minimum Price of its common shares. This Nasdaq Minimum Price was taken from the trading day immediately before each exchange agreement date, producing the 175,165 total common shares issued.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.6 KB