Edible Garden issues 537,335 shares in exchange deal

Q: 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.

Q: How many Edible Garden (EDBL) common shares were issued in the exchange?

Edible Garden issued 537,335 shares of common stock in the exchange. These shares were issued in return for 1,252 Series B Preferred Stock shares that had an aggregate stated value of $1,252,000 to Streeterville Capital.

Q: How was the number of Edible Garden (EDBL) exchange shares determined?

The 537,335 exchange shares were calculated by dividing the $1,252,000 stated value of the Series B Preferred Stock by the Nasdaq Minimum Price of Edible Garden’s common stock on the trading day immediately before the exchange agreements.

Q: 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.

Q: Who is the counterparty in Edible Garden’s (EDBL) exchange of preferred for common shares?

The counterparty is Streeterville Capital, LLC, a Utah limited liability company. Edible Garden agreed with Streeterville to exchange 1,252 Series B Preferred Stock shares for 537,335 common shares under the August 3, 2026 exchange agreements.

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.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

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.

Filing Explained

The exchange adds 537,335 common shares to the share count, reducing existing holders’ percentage ownership absent offsetting changes.

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.

FAQ

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

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.

How many Edible Garden (EDBL) common shares were issued in the exchange?

Edible Garden issued 537,335 shares of common stock in the exchange. These shares were issued in return for 1,252 Series B Preferred Stock shares that had an aggregate stated value of $1,252,000 to Streeterville Capital.

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.

How was the number of Edible Garden (EDBL) exchange shares determined?

The 537,335 exchange shares were calculated by dividing the $1,252,000 stated value of the Series B Preferred Stock by the Nasdaq Minimum Price of Edible Garden’s common stock on the trading day immediately before the exchange agreements.

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.

Who is the counterparty in Edible Garden’s (EDBL) exchange of preferred for common shares?

The counterparty is Streeterville Capital, LLC, a Utah limited liability company. Edible Garden agreed with Streeterville to exchange 1,252 Series B Preferred Stock shares for 537,335 common shares under the August 3, 2026 exchange agreements.

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

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Available on EDGAR 08/07/2026 - 04:32 PM Accepted by SEC EDGAR 08/07/2026 - 04:30 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): August 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 August 3, 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 1,252 shares of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 537,335 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $1,252,000 (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.

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: August 7, 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

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Edible Garden issues 537,335 shares in exchange deal

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