Edible Garden (NASDAQ: EDBL) issues 59,114 shares in stock exchange

Rhea-AI Filing Summary

Edible Garden AG Incorporated disclosed that it entered into several exchange agreements with Streeterville Capital, LLC on December 11 and 17, 2025, and January 30 and February 3, 2026. Under these agreements, the company exchanged 390 shares of its Series B Preferred Stock, with an aggregate stated value of $390,000, for a total of 59,114 shares of common stock.

The number of common shares issued was calculated by dividing the stated value by the Nasdaq Minimum Price on the trading day before each agreement date. All share figures reflect a 1-for-10 reverse stock split of the common stock that became effective on February 3, 2026. The issuance was unregistered and relied on the Section 3(a)(9) exemption under the Securities Act.

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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): January 30, 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 December 11, 2025, December 17, 2025, January 30, 2026, and February 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 25, 150, 125, and 90 shares, respectively, of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 59,114 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $390,000 (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 the Exchange Agreements were entered into. The share and per share information presented here reflects the effect of the reverse stock split of the common stock at a ratio of 1-for-10, which became effective February 3, 2026. The issuance of the Exchange Shares pursuant to the Exchange Agreements were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were conducted pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

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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: February 5, 2026		/s/ James E. Kras
		Name:	James E. Kras
		Title:	President and Chief Executive Officer

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FAQ

What did Edible Garden (EDBL) disclose in this 8-K filing?

Edible Garden AG Incorporated reported exchanging its Series B Preferred Stock for common shares with Streeterville Capital. Across four agreements, preferred shares with a stated value of $390,000 were converted into 59,114 common shares, using Nasdaq’s Minimum Price to determine share counts.

How many Edible Garden (EDBL) preferred shares were exchanged and for what value?

The company exchanged a total of 390 shares of Series B Preferred Stock, each with a stated value of $1,000. This represents an aggregate stated value of $390,000 that was converted into common stock under multiple exchange agreements with Streeterville Capital.

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

Edible Garden issued 59,114 common shares to Streeterville Capital as exchange consideration. The number of shares for each agreement was calculated by dividing the preferred stock’s stated value by the Nasdaq Minimum Price on the trading day immediately before each agreement date.

What pricing method did Edible Garden (EDBL) use to determine exchange share counts?

The company used the Nasdaq Minimum Price of its common stock from the trading day immediately preceding each exchange agreement. The stated value of the preferred stock was divided by this price to determine how many Exchange Shares of common stock Streeterville Capital received.

Were Edible Garden’s new common shares registered under the Securities Act?

The common shares issued to Streeterville Capital were not registered under the Securities Act of 1933. Edible Garden relied on the exemption provided by Section 3(a)(9), which permits certain exchanges of securities by an issuer without registration.

How did Edible Garden’s reverse stock split affect the reported share numbers?

All share and per-share data in this disclosure reflect a 1-for-10 reverse stock split of Edible Garden’s common stock. This reverse split became effective on February 3, 2026, and the company adjusted the presented share counts accordingly.