Edible Garden (NASDAQ: EDBL) swaps Series B preferred for 537,335 common shares
Rhea-AI Filing Summary
Edible Garden AG Incorporated entered into exchange agreements on August 3, 2026 with Streeterville Capital, LLC, under which it agreed to exchange 1,252 shares of Series B Preferred Stock for 537,335 shares of common stock. The Series B Preferred Stock carried an aggregate stated value of $1,252,000, or $1,000 per share.
The number of common shares issued was calculated by dividing this stated value by the Nasdaq Minimum Price of Edible Garden’s common stock on the trading day immediately before the agreements. The common shares were issued as unregistered securities in reliance on the Section 3(a)(9) exemption under the Securities Act of 1933.
Positive
- None.
Negative
- None.
Filing Explained
The exchange adds
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: 1,252 shares
Common shares issued: 537,335 shares
Aggregate stated value of preferred: $1,252,000
+1 more
4 metrics
Series B Preferred exchanged
1,252 shares
Shares of Series B Preferred Stock exchanged on August 3, 2026
Common shares issued
537,335 shares
Common stock issued as Exchange Shares to Streeterville Capital
Aggregate stated value of preferred
$1,252,000
Stated value of 1,252 shares of Series B Preferred Stock
Stated value per preferred share
$1,000 per share
Stated value of each share of Series B Preferred Stock
Key Terms
Exchange Agreements, Series B Preferred Stock, Nasdaq Minimum Price, unregistered sales of equity securities, +1 more
5 terms
Exchange Agreements financial
"entered into 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.
Series B Preferred Stock financial
"exchange 1,252 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"
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.
unregistered sales of equity securities regulatory
"Item 3.02. Unregistered Sales of Equity Securities"
Section 3(a)(9) regulatory
"conducted pursuant to the 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did Edible Garden (EDBL) enter into on August 3, 2026?
Edible Garden entered into exchange agreements with Streeterville Capital on August 3, 2026. It agreed to exchange 1,252 Series B Preferred Stock shares for 537,335 common shares in an unregistered securities-for-stock transaction.
What was the stated value of the Edible Garden (EDBL) Series B Preferred Stock exchanged?
The exchanged Series B Preferred Stock had an aggregate stated value of $1,252,000, equal to $1,000 per preferred share. This stated value was used to determine how many common shares were issued in the exchange transaction.
Was the Edible Garden (EDBL) stock exchange registered under the Securities Act?
No. The issuance of 537,335 common shares was not registered under the Securities Act of 1933. Edible Garden relied on the Section 3(a)(9) exemption for exchanges with an existing security holder, Streeterville Capital, LLC.