Edible Garden (NASDAQ: EDBL) exchanges Series B preferred for 8.2M common shares
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Edible Garden AG Incorporated entered into exchange agreements with Streeterville Capital, LLC on July 8, 2026 and July 9, 2026 to swap shares of its Series B Preferred Stock for common stock. The company exchanged a total of 1,134 shares of Series B Preferred Stock, with an aggregate stated value of $1,134,000, for 8,203,075 shares of common stock. For 432 preferred shares on July 8 and all preferred shares on July 9, the exchange ratio was based on a price of $0.13 per common share; for the remaining 507 preferred shares, the ratio used $0.15 per common share. The common shares were issued in an unregistered transaction relying on the Section 3(a)(9) exemption under the Securities Act.
Positive
- None.
Negative
- None.
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 shares exchanged: 1,134 shares
Aggregate stated value of Preferred: $1,134,000
Common shares issued: 8,203,075 shares
+3 more
6 metrics
Series B Preferred shares exchanged
1,134 shares
Total Series B Preferred Stock exchanged for common shares under the Exchange Agreements
Aggregate stated value of Preferred
$1,134,000
Total stated value of exchanged Series B Preferred Stock at $1,000 per share
Common shares issued
8,203,075 shares
Total Exchange Shares of common stock issued to Streeterville Capital, LLC
Exchange price tranche 1
$0.13 per share
Used to convert 432 preferred shares on July 8, 2026 and all preferred shares on July 9, 2026
Exchange price tranche 2
$0.15 per share
Used to convert the remaining 507 preferred shares under the Exchange Agreements
Exchange dates
July 8, 2026 and July 9, 2026
Dates on which the Exchange Agreements with Streeterville were executed
Key Terms
Unregistered Sales of Equity Securities, Series B Preferred Stock, Stated Value, Section 3(a)(9)
4 terms
Unregistered Sales of Equity Securities regulatory
"Item 3.02. Unregistered Sales of Equity Securities."
Series B Preferred Stock financial
"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.
Stated Value financial
"The Preferred Stock had an aggregate stated value of $1,134,000"
Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.
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.
FAQ
What did Edible Garden AG (EDBL) disclose about its Series B Preferred Stock exchange?
Edible Garden AG exchanged 1,134 Series B Preferred shares with a stated value of $1,134,000 for 8,203,075 common shares held by Streeterville Capital, LLC, under exchange agreements dated July 8 and 9, 2026.
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 $1,134,000, equal to $1,000 per preferred share, which was used to calculate the number of common shares issued.
On which dates did Edible Garden (EDBL) execute the exchange agreements with Streeterville?
Edible Garden executed the exchange agreements on July 8, 2026 and July 9, 2026, covering 939 and 195 Series B Preferred shares respectively, all swapped for common stock.