Edible Garden agrees to 160,688-share exchange

The preferred shares carried $112,000 in stated value; the common-share issuance relied on a Securities Act registration exemption.

Available on EDGAR 11/06/2026 - 04:16 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Edible Garden AG Inc. (EDBL) entered into an exchange agreement with Streeterville Capital, LLC on November 3, 2026, under which it agreed to exchange 112 shares of Series B Preferred Stock for 160,688 common shares. The preferred shares had an aggregate stated value of $112,000, or $1,000 per share. The exchange-share count was determined by dividing the stated value by the Nasdaq Minimum Price of the common stock reported on the Nasdaq Capital Market on the day immediately preceding the agreement. The common-share issuance was unregistered and conducted under the Section 3(a)(9) Securities Act exemption.

Filing Explained

The filing reports an agreement to exchange 112 preferred shares for 160,688 common shares; if issued, those shares would increase the common-share count and reduce existing holders’ percentage ownership.

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 Stock exchanged: 112 shares Common shares in exchange: 160,688 shares Aggregate stated value: $112,000 +1 more

4 metrics

Series B Preferred Stock exchanged 112 shares Under the exchange agreement dated November 3, 2026

Common shares in exchange 160,688 shares Total exchange shares

Aggregate stated value $112,000 For the 112 shares of Series B Preferred Stock

Stated value per preferred share $1,000 Series B Preferred Stock

Key Terms

Stated Value, Nasdaq Minimum Price, Section 3(a)(9), par value

4 terms

Stated Value financial

"The Preferred Stock had an aggregate stated value of $112,000"

Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.

Nasdaq Minimum Price financial

"dividing the Stated Value by the Nasdaq Minimum Price"

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

"exemption provided in Section 3(a)(9)"

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.

par value financial

"Series B Preferred Stock, par value $0.0001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

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

How many EDBL common shares were included in the exchange?

Edible Garden AG Inc. agreed to exchange 112 shares of Series B Preferred Stock for 160,688 common shares. The preferred stock had an aggregate stated value of $112,000, equal to $1,000 per preferred share.

Was the EDBL common-share issuance registered?

The common shares were not registered under the Securities Act; their issuance was conducted pursuant to the exemption provided by Section 3(a)(9).

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

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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): November 3, 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 November 3, 2026, Edible Garden AG Incorporated (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”) pursuant to which the Company agreed to exchange 112 shares of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 160,688 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $112,000 (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 of the Exchange Agreements. The issuance of the Exchange Shares pursuant to the Exchange Agreements was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and was conducted pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

2

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: November 6, 2026	By:	/s/ James E. Kras
		Name: James E. Kras
		Title: President and Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.8 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