Edible Garden enters 12,000,000 notes financing

Edible Garden AG Incorporated entered into a Notes Purchase Agreement with Streeterville Capital, LLC, under which it will issue two promissory notes for an aggregate purchase price of 12,000,000.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Edible Garden AG Incorporated entered into a Notes Purchase Agreement with Streeterville Capital, LLC, under which it will issue two promissory notes for an aggregate purchase price of 12,000,000. The A‑1 Note has an original principal amount of 2,170,000 with a 160,000 original issue discount and bears 8% annual interest. The B Note has an original principal amount of 10,000,000 and bears 5% annual interest. Both notes mature eighteen months from their purchase price date and are secured by a first‑priority security interest in a deposit account, a pledge of EDBL Holdings, LLC equity interests, and guarantees from several subsidiaries. Beginning six months after the purchase price date, the investor may require cash redemptions of portions of the notes, and the agreements include customary default provisions and covenants restricting additional debt, new liens, and certain securities issuances.

Insights

Edible Garden takes on 12,000,000 of secured debt with tight covenants.

Edible Garden is raising financing through two promissory notes totaling 12,000,000, with interest rates of 8% and 5% and an eighteen‑month maturity. This injects capital but increases fixed obligations over a relatively short period.

The debt is secured by a first‑priority interest in a deposit account, an equity pledge of EDBL Holdings, LLC, and subsidiary guarantees, giving the investor strong collateral. Covenants limiting additional indebtedness, liens, and certain securities issuances could constrain future financing flexibility.

From the six‑month anniversary of the purchase price date, the investor may require cash redemptions of portions of the notes, including monthly and conditional redemptions. Actual cash outflows will depend on how actively the investor exercises these redemption rights and whether any events of default occur.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate purchase price: $12,000,000 A-1 Note principal: $2,170,000 B Note principal: $10,000,000 +5 more

8 metrics

Aggregate purchase price $12,000,000 Total consideration for A-1 and B Notes

A-1 Note principal $2,170,000 Original principal amount of Promissory Note A-1

B Note principal $10,000,000 Original principal amount of Secured Promissory Note B

Original issue discount $160,000 Discount applied to A-1 Note at issuance

A-1 Note interest rate 8% per annum Stated interest on Promissory Note A-1

B Note interest rate 5% per annum Stated interest on Secured Promissory Note B

Maturity 18 months Maturity from applicable purchase price date for both notes

Redemption start 6 months Anniversary after which investor may require cash redemptions

Key Terms

Notes Purchase Agreement, original issue discount, first‑priority security interest, Guaranty, +2 more

6 terms

Notes Purchase Agreement financial

"entered into a Notes Purchase Agreement (the “Note Purchase Agreement”) with Streeterville Capital"

original issue discount financial

"The A‑1 Note was issued with an original issue discount of $160,000"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

first‑priority security interest financial

"secured by, among other things, (i) a first‑priority security interest in a deposit account"

Guaranty financial

"pursuant to a Guaranty"

A guaranty is a legal promise by one party (the guarantor) to pay or perform if another party fails to meet its debt or contractual obligation — like a co-signer who steps in when the borrower can’t pay. For investors, a guaranty lowers the chance that a bond, loan or contract will go unpaid, can improve credit assessments and borrowing terms, and gives a clearer sense of how secure expected returns are if the primary obligor runs into trouble.

events of default financial

"The Notes also contain customary events of default and other customary provisions"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

original principal amount financial

"Promissory Note A‑1 in the original principal amount of $2,170,000"

The original principal amount is the initial sum of money borrowed or lent when a debt instrument is issued — the face value before any interest, fees or repayments are applied. Think of it as the sticker price of a loan or bond; it determines the size of scheduled payments, interest calculations and the stake creditors have in recoveries if the borrower defaults, so investors use it to gauge income, risk and potential return.

FAQ

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

What financing did Edible Garden (EDBL) announce in this Form 8-K?

Edible Garden entered a Notes Purchase Agreement with Streeterville Capital for two promissory notes totaling 12,000,000. One note is for 2,170,000 and the other for 10,000,000, providing new capital in exchange for secured, interest‑bearing debt obligations.

What are the key terms of Edible Garden’s A-1 Note with Streeterville Capital?

The A‑1 Note has an original principal amount of 2,170,000, issued with a 160,000 original issue discount, and bears 8% annual interest. It matures eighteen months from the purchase price date and is subject to redemption rights and customary events of default described in the agreement.

What are the terms of Edible Garden’s Secured Promissory Note B?

The B Note is a secured promissory note with an original principal amount of 10,000,000, bearing 5% annual interest. It shares an eighteen‑month maturity and is part of the same 12,000,000 financing package, subject to redemption rights and security provisions in favor of Streeterville Capital.

How and when can the investor require Edible Garden (EDBL) to redeem the notes?

Starting six months after the applicable purchase price date, the investor may require Edible Garden to redeem portions of the outstanding note balances in cash. The agreement allows both monthly redemption rights and additional limited redemptions when certain trading conditions occur, as detailed in the notes.

What collateral secures Edible Garden’s new notes to Streeterville Capital?

The notes are secured by a first‑priority security interest in a deposit account under a control agreement, a pledge of EDBL Holdings, LLC equity interests, and guarantees from subsidiaries including 2900 Madison Ave Holdings, LLC and Edible Garden Corp., strengthening the investor’s protection if defaults occur.

What covenants and restrictions are included in Edible Garden’s Notes Purchase Agreement?

The agreement includes covenants on SEC reporting and restrictions on additional indebtedness, new securities issuances, and incurring liens or other encumbrances, subject to specified exceptions. These provisions aim to protect the investor’s position and can limit Edible Garden’s future financing and capital structure flexibility.

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

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Accepted by SEC EDGAR 06/12/2026 - 05:15 PM

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): June 12, 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

n/a

(Former Name or Former Address, if Changed Since Last Report)

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 1.01 Entry into a Material Definitive Agreement

On June 12, 2026, Edible Garden AG Incorporated (the “Company”) entered into a Notes Purchase Agreement (the “Note Purchase Agreement”) with Streeterville Capital, LLC (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor (i) a Promissory Note A‑1 in the original principal amount of $2,170,000 (the “A‑1 Note”) and (ii) a Secured Promissory Note B in the original principal amount of $10,000,000 (the “B Note” and, together with the A‑1 Note, the “Notes”), for an aggregate purchase price of $12,000,000 (the “Transactions”).

The A‑1 Note was issued with an original issue discount of $160,000 and bears interest at a rate of 8% per annum, while the B Note bears interest at a rate of 5% per annum, in each case subject to the terms and conditions set forth therein. The Notes have a maturity date of eighteen (18) months from the applicable purchase price date.

The Company’s obligations under the Notes are secured by, among other things, (i) a first‑priority security interest in a deposit account established pursuant to a deposit account control agreement, (ii) a pledge of the equity interests of EDBL Holdings, LLC pursuant to a pledge agreement, and (iii) a guaranty of the Company’s obligations by certain of its subsidiaries, including EDBL Holdings, LLC, 2900 Madison Ave Holdings, LLC, and Edible Garden Corp., pursuant to a Guaranty.

Beginning on the six (6) month anniversary of the applicable purchase price date, the Investor has the right, subject to the terms of the A‑1 Note and the B Note, to require the Company to redeem portions of the outstanding balance of the Notes from time to time in cash upon delivery of a redemption notice, including both monthly redemption rights and additional limited redemption rights upon the occurrence of certain trading conditions. The Notes also contain customary events of default and other customary provisions, including the right of the Investor to accelerate amounts due and payable upon the occurrence of an event of default.

The Note Purchase Agreement also contains various representations, warranties and covenants of the Company, including, among others, covenants regarding SEC reporting, restrictions on certain additional indebtedness and issuances of securities, and limitations on the incurrence of liens and other encumbrances, in each case subject to certain exceptions and qualifications set forth therein.

The foregoing descriptions of the Note Purchase Agreement, the A‑1 Note, the B Note and the Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and instruments. Copies of the Note Purchase Agreement and the forms of A‑1 Note, B Note and Guaranty are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8‑K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1#*		Notes Purchase Agreement, dated June 12, 2026, by and between Edible Garden AG Incorporated and Streeterville Capital, LLC
10.2		Form of Promissory Note A‑1
10.3		Form of Secured Promissory Note B
10.4		Form of Guaranty, by and among certain subsidiaries of Edible Garden AG Incorporated and Streeterville Capital, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K as the Company has determined they (1) are not material and (2) are the type that the Company treats as private or confidential. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

* Schedules or exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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: June 12, 2026	By:	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

9 documents

Edible Garden enters 12,000,000 notes financing

Rhea-AI Filing Summary

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