Edible Garden swaps preferred for 3.59M shares
Edible Garden AG Incorporated reported an unregistered exchange of preferred stock into common shares.
Rhea-AI Filing Summary
Edible Garden AG Incorporated reported an unregistered exchange of preferred stock into common shares. On April 21, 2026, the company entered into exchange agreements with Streeterville Capital, LLC to swap 3,301 shares of Series B Preferred Stock for 3,587,478 shares of common stock.
The Series B Preferred Stock had an aggregate stated value of $3,301,000, or $1,000 per share. The number of common shares issued was calculated by dividing this stated value by the Nasdaq Minimum Price of the company’s common stock on the trading day immediately before the agreements. The exchange was conducted under the Section 3(a)(9) exemption and the shares were not registered under the Securities Act of 1933.
Positive
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Negative
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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: 3,301 shares
Aggregate stated value: $3,301,000
Common shares issued: 3,587,478 shares
+2 more
5 metrics
Series B Preferred exchanged
3,301 shares
Shares of Series B Preferred Stock exchanged on April 21, 2026
Aggregate stated value
$3,301,000
Stated value of 3,301 Series B Preferred shares
Common shares issued
3,587,478 shares
Exchange Shares issued to Streeterville Capital, LLC
Securities Act exemption
Section 3(a)(9)
Exemption used for unregistered issuance of Exchange Shares
Preferred per-share stated value
$1,000 per share
Stated value of each Series B Preferred share
Key Terms
Unregistered Sales of Equity Securities, Series B Preferred Stock, Nasdaq Minimum Price, Section 3(a)(9), +1 more
5 terms
Unregistered Sales of Equity Securities regulatory
"Item 3.02. Unregistered Sales of Equity Securities."
Series B Preferred Stock financial
"3,301 shares, of the Company’s Series B Preferred Stock, par value $0.0001 per share"
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.
Exchange Agreements financial
"entered into exchange agreements (the “Exchange Agreements”) with Streeterville Capital, LLC"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity transaction did Edible Garden (EDBL) disclose in this 8-K?
Edible Garden AG Incorporated disclosed an exchange of 3,301 shares of Series B Preferred Stock for 3,587,478 shares of common stock with Streeterville Capital, LLC, documented as an unregistered sale of equity securities under Item 3.02 of the Exchange Act.
What was the stated value of the Edible Garden (EDBL) preferred stock exchanged?
The 3,301 shares of Series B Preferred Stock carried an aggregate stated value of $3,301,000. Each preferred share had a stated value of $1,000, which was used to determine the number of common shares issued in the exchange.
Was the Edible Garden (EDBL) exchange registered under the Securities Act?
No, the issuance of 3,587,478 common shares in exchange for Series B Preferred Stock was not registered under the Securities Act of 1933. The company relied on the exemption provided by Section 3(a)(9) for this transaction.
Who was Edible Garden’s counterparty in the preferred-for-common exchange?
The counterparty was Streeterville Capital, LLC, a Utah limited liability company. Edible Garden entered into exchange agreements with Streeterville to swap its Series B Preferred Stock for newly issued common shares under an exempt, unregistered transaction.
AI-generated analysis. How Rhea-AI works. Not financial advice.
