Edible Garden swaps $1.13M preferred for 8.2M shares

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.

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.

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

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

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.

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

The company issued 8,203,075 shares of common stock to Streeterville Capital, LLC in exchange for its Series B Preferred Stock, using exchange prices of $0.13 and $0.15 per share for different portions.

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.

Were the new Edible Garden (EDBL) common shares issued in a registered offering?

No. The 8,203,075 common shares issued as Exchange Shares were not registered under the Securities Act and relied on the Section 3(a)(9) exemption for securities exchanges with existing security holders.

What exchange prices did Edible Garden (EDBL) use to convert preferred into common shares?

For 432 preferred shares on July 8 and all preferred shares on July 9, Edible Garden used $0.13 per common share; for the remaining 507 preferred shares, it used $0.15 per common share to determine Exchange Shares.

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

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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): July 8, 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 July 8, 2026 and July 9, 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 939 and 195 shares, respectively, of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), for a total of 8,203,075 shares of the Company’s common stock, par value $0.0001 per share (“Exchange Shares”). The Preferred Stock had an aggregate stated value of $1,134,000 (the “Stated Value”), or $1,000 per share. For 432 shares of the Preferred Stock exchanged on July 8, 2026 and all of the shares of Preferred Stock exchanged on July 9, 2026, the number of Exchange Shares issued under the Exchange Agreements was determined by dividing the Stated Value attributable to the shares of Preferred Stock by $0.13. For the remaining 507 shares of Preferred Stock, the number of Exchange Shares issued under the Exchange Agreements was determined by dividing the Stated Value of the remaining shares of Preferred Stock by $0.15. 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.

2

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: July 10, 2026	/s/ James E. Kras
	Name:	James E. Kras
	Title:	President and Chief Executive Officer

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Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.0 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.7 KB